{"url_path":"/sec/isrlf/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1915328/0001104659-26-062729-index.html","accession_number":"0001104659-26-062729","cik":"0001915328","ticker":"ISRLF","issuer_name":"Israel Acquisitions Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1915328/0001104659-26-062729-index.html","primary_entity_key":"0001915328","primary_entity_name":"Israel Acquisitions Corp"},"word_count":16365,"has_tables":true,"body_markdown":"ISRAEL ACQUISITIONS CORP_March 31, 2026\n\nfalse0001915328--12-312026Q1http://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMember00P3Y0001915328us-gaap:WarrantMemberus-gaap:CommonClassAMember2026-03-310001915328isrlu:CommonClassaSubjectToRedemptionMember2026-03-310001915328isrlu:CommonClassaSubjectToRedemptionMember2025-12-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2026-03-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2025-12-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2025-03-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2024-12-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2023-12-310001915328us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001915328us-gaap:CommonClassAMember2026-01-162026-01-160001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-01-262022-01-260001915328us-gaap:RetainedEarningsMember2026-03-310001915328us-gaap:AdditionalPaidInCapitalMember2026-03-310001915328us-gaap:RetainedEarningsMember2025-12-310001915328us-gaap:AdditionalPaidInCapitalMember2025-12-310001915328us-gaap:RetainedEarningsMember2025-03-310001915328us-gaap:RetainedEarningsMember2024-12-310001915328us-gaap:IPOMember2023-01-080001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-01-260001915328us-gaap:CommonClassBMemberus-gaap:CommonStockMember2026-03-310001915328us-gaap:CommonClassAMemberus-gaap:CommonStockMember2026-03-310001915328us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-12-310001915328us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-12-310001915328us-gaap:CommonClassBMemberus-gaap:CommonStockMember2025-03-310001915328us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-03-310001915328us-gaap:CommonClassBMemberus-gaap:CommonStockMember2024-12-310001915328us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001915328isrlu:PromissoryNoteWithRelatedPartyMember2023-01-182023-01-180001915328isrlu:PromissoryNoteWithRelatedPartyMemberus-gaap:RelatedPartyMember2023-01-180001915328isrlu:AdministrativeServicesAgreementMember2026-01-310001915328isrlu:WorkingCapitalLoanMemberisrlu:RelatedPartyLoanMember2026-03-310001915328isrlu:PromissoryNoteWithRelatedPartyMemberus-gaap:RelatedPartyMember2026-03-310001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2026-03-310001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2026-03-310001915328isrlu:JulyPromissoryNoteMember2026-03-310001915328isrlu:WorkingCapitalLoanMemberisrlu:RelatedPartyLoanMember2025-12-310001915328isrlu:PromissoryNoteWithRelatedPartyMemberus-gaap:RelatedPartyMember2025-12-310001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2025-12-310001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-12-310001915328isrlu:JulyPromissoryNoteMember2025-12-310001915328us-gaap:RetainedEarningsMember2026-01-012026-03-310001915328us-gaap:RetainedEarningsMember2025-01-012025-03-310001915328us-gaap:NonrelatedPartyMember2026-01-012026-03-310001915328us-gaap:RelatedPartyMember2025-01-012025-03-310001915328us-gaap:NonrelatedPartyMember2025-01-012025-03-310001915328isrlu:AdministrativeServicesAgreementMember2025-01-012025-03-3100019153282025-01-0600019153282024-01-080001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-01-170001915328isrlu:JulyPromissoryNoteMember2024-07-170001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-01-180001915328isrlu:PromissoryNoteWithRelatedPartyMember2022-01-2600019153282026-01-160001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-11-170001915328us-gaap:CommonClassBMember2022-11-170001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-08-180001915328us-gaap:CommonClassBMember2022-08-180001915328isrlu:CommonClassaNotSubjectToRedemptionMember2026-03-310001915328isrlu:ClassOrdinarySharesNotSubjectToPossibleRedemptionMember2026-03-310001915328isrlu:CommonClassaNotSubjectToRedemptionMember2025-12-310001915328isrlu:ClassOrdinarySharesNotSubjectToPossibleRedemptionMember2025-12-310001915328us-gaap:CommonClassAMember2026-03-310001915328us-gaap:CommonClassBMember2025-12-310001915328us-gaap:CommonClassAMember2025-12-310001915328isrlu:NewpubCoMemberisrlu:BtigLlcMember2025-10-140001915328isrlu:PublicSharesMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2023-01-180001915328isrlu:PrivateSharesMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2023-01-180001915328isrlu:PrivateSharesMemberus-gaap:CommonClassAMember2023-01-180001915328isrlu:PrivatePlacementWarrantsMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2023-01-180001915328isrlu:PublicWarrantsMemberus-gaap:IPOMember2023-01-180001915328us-gaap:WarrantMemberus-gaap:CommonClassAMember2023-01-180001915328isrlu:PublicWarrantsMemberus-gaap:CommonClassAMember2023-01-180001915328isrlu:PrivatePlacementWarrantsMemberus-gaap:IPOMember2023-01-1800019153282025-03-3100019153282024-12-310001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-03-0400019153282025-01-262025-01-260001915328us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2026-03-310001915328us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-310001915328isrlu:AdministrativeServicesAgreementMember2025-12-310001915328isrlu:PublicSharesMemberus-gaap:IPOMember2023-01-182023-01-180001915328us-gaap:IPOMember2026-01-012026-03-3100019153282025-07-022025-07-020001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2025-01-012025-12-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2024-01-012024-12-310001915328isrlu:CommonClassaSubjectToRedemptionMember2026-01-162026-01-160001915328isrlu:CommonClassaSubjectToRedemptionMember2025-01-062025-01-060001915328isrlu:CommonClassaSubjectToRedemptionMember2024-01-082024-01-080001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2026-01-012026-03-310001915328isrlu:ClassOrdinarySharesNotSubjectToPossibleRedemptionMember2026-01-012026-03-310001915328isrlu:ClassBOrdinarySharesNotSubjectToPossibleRedemptionsMember2026-01-012026-03-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2025-01-012025-03-310001915328isrlu:ClassOrdinarySharesNotSubjectToPossibleRedemptionMember2025-01-012025-03-310001915328isrlu:ClassBOrdinarySharesNotSubjectToPossibleRedemptionsMember2025-01-012025-03-310001915328isrlu:FounderSharesMemberisrlu:SponsorMember2023-05-072023-05-070001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-11-172022-11-170001915328isrlu:FounderSharesMemberisrlu:SponsorMemberus-gaap:CommonClassBMember2022-08-182022-08-180001915328isrlu:FounderSharesMemberus-gaap:CommonClassBMember2022-03-042022-03-040001915328isrlu:FounderSharesMemberisrlu:SponsorMember2022-03-042022-03-040001915328isrlu:SponsorMemberus-gaap:CommonClassBMember2022-11-172022-11-170001915328isrlu:SponsorMemberus-gaap:CommonClassBMember2022-08-182022-08-180001915328isrlu:FounderSharesMemberisrlu:SponsorMember2022-11-172022-11-170001915328isrlu:FounderSharesMemberisrlu:SponsorMember2022-08-182022-08-180001915328isrlu:PublicWarrantsMember2026-03-310001915328isrlu:AdministrativeServicesAgreementMember2026-01-012026-03-310001915328isrlu:AdministrativeServicesAgreementMember2025-01-012025-12-310001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2026-01-012026-03-310001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2026-03-182026-03-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2026-02-182026-02-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2026-01-182026-01-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-09-182025-09-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-08-182025-08-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-07-182025-07-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-06-182025-06-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-05-192025-05-190001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-04-182025-04-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-03-182025-03-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-02-182025-02-180001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-12-172024-12-170001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-11-152024-11-150001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-10-162024-10-160001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-09-122024-09-120001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-08-152024-08-150001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-07-172024-07-170001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-06-142024-06-140001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-05-172024-05-170001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-04-152024-04-150001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-03-112024-03-110001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-02-152024-02-150001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-01-162024-01-160001915328isrlu:PublicSharesMemberus-gaap:IPOMember2023-01-180001915328isrlu:NewpubCoMember2025-10-140001915328isrlu:PublicWarrantsMember2026-01-012026-03-310001915328us-gaap:IPOMember2026-03-310001915328isrlu:PrivatePlacementWarrantsMemberus-gaap:IPOMember2023-01-182023-01-180001915328isrlu:PublicSharesMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2023-01-182023-01-180001915328isrlu:PrivateSharesMemberus-gaap:CommonClassAMemberus-gaap:IPOMember2023-01-182023-01-180001915328isrlu:PublicWarrantsMemberus-gaap:IPOMember2023-01-182023-01-180001915328isrlu:ExtensionNote2025Memberisrlu:SponsorMember2025-01-172025-01-170001915328isrlu:PromissoryNoteWithRelatedPartyMemberisrlu:SponsorMember2024-01-182024-01-180001915328us-gaap:MoneyMarketFundsMember2023-01-182023-01-180001915328us-gaap:IPOMember2023-01-180001915328srt:MaximumMember2026-01-012026-03-310001915328us-gaap:WarrantMember2026-01-012026-03-310001915328isrlu:PromissoryNoteWithRelatedPartyMember2023-01-180001915328isrlu:WorkingCapitalLoanMemberisrlu:RelatedPartyLoanMember2026-01-012026-03-3100019153282025-01-012025-03-310001915328isrlu:ClassOrdinarySharesSubjectToPossibleRedemptionMember2023-01-012023-12-310001915328us-gaap:OverAllotmentOptionMember2026-01-012026-03-310001915328isrlu:SharePriceMilestone15.00Member2025-01-260001915328isrlu:SharePriceMilestone12.50Member2025-01-260001915328us-gaap:OverAllotmentOptionMember2026-03-3100019153282026-03-3100019153282025-12-310001915328us-gaap:CommonClassBMember2026-01-012026-03-310001915328us-gaap:IPOMember2023-01-182023-01-1800019153282021-08-242021-08-240001915328us-gaap:CommonClassBMember2026-03-310001915328us-gaap:WarrantMemberus-gaap:CommonClassAMember2026-01-012026-03-310001915328isrlu:RedemptionOfWarrantsWhenPricePerShareOfClassCommonStockEqualsOrExceeds18.00Memberisrlu:PublicWarrantsMember2026-01-012026-03-3100019153282025-10-142025-10-140001915328isrlu:PublicSharesMemberus-gaap:IPOMember2024-01-082024-01-0800019153282025-01-062025-01-0600019153282024-01-082024-01-0800019153282026-01-162026-01-160001915328isrlu:SponsorMemberus-gaap:CommonClassBMember2026-01-012026-03-310001915328isrlu:BtigLlcMember2025-10-142025-10-140001915328isrlu:BtigLlcMemberus-gaap:CommonClassAMember2025-10-100001915328isrlu:BtigLlcMember2025-10-100001915328us-gaap:SubsequentEventMember2026-05-130001915328us-gaap:CommonClassAMember2026-01-012026-03-310001915328isrlu:UnitsofeachconsistingofoneclassaordinaryshareandoneredeemablewarrantMember2026-01-012026-03-310001915328isrlu:RedeemableWarrantExercisableForClassCommonStockMember2026-01-012026-03-310001915328us-gaap:CommonClassAMember2026-05-1500019153282026-01-012026-03-31xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesisrlu:itemisrlu:Votexbrli:pureisrlu:Misrlu:Disrlu:segment\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n**FORM ****10-Q**\n\n**(MARK ONE)**\n\n☒   **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**For the quarter ended****March 31, 2026**\n\n☐**   ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n**For the transition period from to**\n\n**Commission file number:****001-41593**\n\n​\n\n**ISRAEL ACQUISITIONS CORP**\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n​\n\n​\n\n​\n\nCayman Islands\n\n**  ​ ​ ​**\n\n87-3587394\n\n(State or other jurisdiction of\nincorporation or organization)\n\n​\n\n(I.R.S. Employer\nIdentification No.)\n\n​\n\n​\n\n**12600 Hill Country Blvd, Building R****,****Suite 275**\n\n**Bee Cave****,****Texas********78738**\n\n(Address of principal executive offices)\n\n**(****800****)****508-1531**\n\n(Issuer’s telephone number)\n\n​\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n**Title of each class**\n\n**  ​ ​ ​**\n\n**Trading Symbol(s)**\n\n**  ​ ​ ​**\n\n**Name of each exchange on which registered**\n\nUnits, each consisting of one Class A ordinary share and one redeemable warrant\n\n​\n\nISLUF\n\n​\n\nThe OTC Market\n\nClass A ordinary shares, par value $0.0001 per share\n\n​\n\nISRLF\n\n​\n\nThe OTC Market\n\nRedeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share\n\n​\n\nISLWF\n\n​\n\nThe OTC Market\n\n​\n\nCheck whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (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 past 90 days. Yes ☒ No ☐\n\nIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\n☒\n\nSmaller reporting company\n\n☒\n\nEmerging growth company\n\n☒\n\n​\n\nIf 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. ☐\n\nIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐\n\nThe 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’s most 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).\n\nAs of May 15, 2026, there were 1,264,572 Class A ordinary shares, par value $0.0001 per share issued and outstanding.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n[Table of Contents](#TOC)\n\n**TABLE OF CONTENTS**\n\n​\n\n​\n\n​\n\n**Page**\n\n[PART I - FINANCIAL INFORMATION](#PARTIFINANCIALINFORMATION_780666)\n\nF-1\n\n[Item 1. Interim Financial Statements (unaudited).](#Item1InterimFinancialStatements_688941)\n\nF-1\n\n[Condensed Balance Sheets as of March 31, 2026 and December 31, 2025](#CONDENSEDBALANCESHEETS_90230)\n\nF-1\n\n[Condensed Statements of Operations for the three months ended March 31, 2026 and 2025](#UNAUDITEDCONDENSEDSTATEMENTSOFOPERATIONS)\n\nF-2\n\n[Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2026 and 2025](#UNAUDITEDCONDENSEDSTATEMENTSOFCHANGESINO)\n\nF-3\n\n[Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025](#UNAUDITEDCONDENSEDSTATEMENTSOFCASHFLOWS_)\n\nF-4\n\n[Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item2ManagementsDiscussionandAnalysisofF)\n\n2\n\n[Item 3. Quantitative and Qualitative Disclosures About Market Risk](#Item3QuantitativeandQualitativeDisclosur)\n\n5\n\n[Item 4. Controls and Procedures](#Item4ControlsandProcedures_826834)\n\n5\n\n[PART II - OTHER INFORMATION](#PARTIIOTHERINFORMATION_809318)\n\n6\n\n[Item 1. Legal Proceedings](#Item1LegalProceedings_660571)\n\n6\n\n[Item 1.A. Risk Factors](#Item1ARiskFactors_137390)\n\n6\n\n[Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](#Item2UnregisteredSalesofEquitySecurities)\n\n6\n\n[Item 3. Defaults Upon Senior Securities](#Item3DefaultsUponSeniorSecurities_314237)\n\n6\n\n[Item 4. Mine Safety Disclosures](#Item4MineSafetyDisclosures_450715)\n\n6\n\n[Item 5. Other Information](#Item5OtherInformation_462044)\n\n6\n\n[Item 6. Exhibits](#Item6Exhibits_620759)\n\n7\n\n[PART III - SIGNATURES](#PARTIIISIGNATURES_63774)\n\n8\n\n​\n\n​\n\n​\n\n​\n\n1\n\n[Table of Contents](#TOC)\n\nPART I - FINANCIAL INFORMATION\n\nISRAEL ACQUISITIONS CORP\n\nCONDENSED BALANCE SHEETS\n\n**(UNAUDITED)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**March 31, **\n\n​\n\n**December 31, **\n\n​\n\n  ​ ​ ​\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\n**ASSETS**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent assets:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash and cash equivalents\n\n​\n\n$\n\n32,586\n\n​\n\n$\n\n6,938\n\nPrepaid expenses\n\n​\n\n \n\n3,667\n\n​\n\n \n\n31,167\n\nCash and Marketable Securities held in Trust Account\n\n​\n\n \n\n6,337,572\n\n​\n\n \n\n9,933,329\n\nTotal Current Assets\n\n​\n\n** **\n\n6,373,825\n\n​\n\n** **\n\n9,971,434\n\n**Total Assets**\n\n​\n\n**$**\n\n**6,373,825**\n\n​\n\n**$**\n\n**9,971,434**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCurrent liabilities:\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nAccrued expenses\n\n​\n\n$\n\n497,529\n\n​\n\n$\n\n447,344\n\nAccounts payable\n\n​\n\n \n\n248,382\n\n​\n\n \n\n235,158\n\nDue to related party\n\n​\n\n​\n\n5,015\n\n​\n\n​\n\n5,015\n\nPromissory note – related party\n\n​\n\n​\n\n2,127,204\n\n​\n\n​\n\n1,932,204\n\nDeferred underwriting commissions\n\n​\n\n​\n\n5,406,250\n\n​\n\n​\n\n5,406,250\n\n**Total Current Liabilities**\n\n​\n\n​\n\n8,284,380\n\n​\n\n​\n\n8,025,971\n\n**Total Liabilities**\n\n​\n\n** **\n\n**8,284,380**\n\n​\n\n****​\n\n**8,025,971**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Commitments and Contingencies (Note 5)**\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\nClass A ordinary shares subject to possible redemption, $0.0001 par value; 502,072 and 797,932 shares issued and outstanding at redemption value at March 31, 2026 and December 31, 2025, respectively\n\n​\n\n​\n\n6,337,572\n\n​\n\n​\n\n9,933,329\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Shareholders’ Deficit**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nPreference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding\n\n​\n\n \n\n—\n\n​\n\n​\n\n—\n\nClass A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; 762,500 shares issued and outstanding (excluding 502,072 and 797,932 shares subject to possible redemption) at March 31, 2026 and December 31, 2025, respectively\n\n​\n\n \n\n76\n\n​\n\n​\n\n76\n\nClass B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,791,667 shares issued and outstanding at March 31, 2026 and December 31, 2025\n\n​\n\n \n\n479\n\n​\n\n​\n\n479\n\nAdditional paid-in capital\n\n​\n\n \n\n58,176\n\n​\n\n​\n\n145,521\n\nAccumulated deficit\n\n​\n\n \n\n(8,306,858)\n\n​\n\n​\n\n(8,133,942)\n\n**Total Shareholders’ Deficit**\n\n​\n\n** **\n\n**(8,248,127)**\n\n​\n\n****​\n\n**(7,987,866)**\n\n**TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT**\n\n​\n\n**$**\n\n**6,373,825**\n\n​\n\n**$**\n\n**9,971,434**\n\n​\n\nThe accompanying notes are an integral part of these unaudited condensed financial statements.\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\nISRAEL ACQUISITIONS CORP\n\nCONDENSED STATEMENTS OF OPERATIONS\n\n**(UNAUDITED)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Three**\n\n​\n\n**For the Three**\n\n​\n\n​\n\n**Months Ended**\n\n​\n\n**Months Ended**\n\n​\n\n​\n\n**March 31, **\n\n​\n\n**March 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2025**\n\nMarketing and advertising expense\n\n​\n\n$\n\n—\n\n​\n\n$\n\n750\n\nAdministrative expense\n\n​\n\n​\n\n1,884\n\n​\n\n​\n\n2,167\n\nAdministrative expense – related party\n\n​\n\n​\n\n—\n\n​\n\n​\n\n30,000\n\nLegal and accounting expense\n\n​\n\n​\n\n174,821\n\n​\n\n​\n\n157,178\n\nDues and subscriptions expense\n\n​\n\n​\n\n13,404\n\n​\n\n​\n\n—\n\nListing fee expense\n\n​\n\n​\n\n27,714\n\n​\n\n​\n\n48,243\n\nInsurance expense\n\n​\n\n​\n\n27,500\n\n​\n\n​\n\n42,934\n\n**Loss from operations**\n\n​\n\n​\n\n**(245,323)**\n\n​\n\n​\n\n**(281,272)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nOther income:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGain on extinguishment of liability\n\n​\n\n​\n\n—\n\n​\n\n​\n\n113,136\n\nDividend income on marketable securities held in Trust Account\n\n​\n\n​\n\n72,345\n\n​\n\n​\n\n234,788\n\nDividend income on cash equivalents held in money market account\n\n​\n\n​\n\n61\n\n​\n\n​\n\n—\n\nInterest income\n\n​\n\n​\n\n1\n\n​\n\n​\n\n1\n\nOther income, net\n\n​\n\n​\n\n72,407\n\n​\n\n​\n\n347,925\n\n**Net (loss) income**\n\n​\n\n**$**\n\n**(172,916)**\n\n​\n\n**$**\n\n**66,653**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption\n\n​\n\n​\n\n659,864\n\n​\n\n​\n\n1,946,676\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Basic and diluted net income per share, Class A ordinary shares subject to possible redemption**\n\n​\n\n**$**\n\n**0.10**\n\n​\n\n**$**\n\n**0.15**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares\n\n​\n\n​\n\n762,500\n\n​\n\n​\n\n762,500\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Basic and diluted net loss per share, non-redeemable Class A ordinary shares**\n\n​\n\n**$**\n\n**(0.04)**\n\n​\n\n**$**\n\n**(0.04)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBasic and diluted weighted average shares outstanding, non-redeemable Class B ordinary shares\n\n​\n\n​\n\n4,791,667\n\n​\n\n​\n\n4,791,667\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Basic and diluted net loss per share, non-redeemable Class B ordinary shares**\n\n​\n\n**$**\n\n**(0.04)**\n\n​\n\n**$**\n\n**(0.04)**\n\n​\n\nThe accompanying notes are an integral part of these unaudited condensed financial statements.\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\nISRAEL ACQUISITIONS CORP\n\nCONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT\n\n**For the Three Months Ended March 31, 2026**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary Shares Subject to Possible**\n\n​\n\n​\n\n**Class A**\n\n​\n\n**Class B**\n\n​\n\n**Additional**\n\n​\n\n​\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n**Redemption**\n\n​\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Paid-in**\n\n​\n\n**Accumulated**\n\n​\n\n**Shareholders’**\n\n​\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​**\n\n**  ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Capital**\n\n  ​ ​ ​\n\n**Deficit**\n\n  ​ ​ ​\n\n**Deficit**\n\n**Balance – December 31, 2025**\n\n** **\n\n**797,932**\n\n​\n\n​\n\n**9,933,329**\n\n​\n\n****​\n\n**762,500**\n\n​\n\n**$**\n\n**76**\n\n****​\n\n**4,791,667**\n\n​\n\n**$**\n\n**479**\n\n​\n\n**$**\n\n**145,521**\n\n​\n\n**$**\n\n**(8,133,942)**\n\n​\n\n**$**\n\n**(7,987,866)**\n\nRemeasurement of Class A ordinary shares to redemption value\n\n \n\n—\n\n​\n\n​\n\n87,345\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(87,345)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(87,345)\n\nRedemption of Class A ordinary shares\n\n​\n\n(295,860)\n\n​\n\n​\n\n(3,683,102)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nNet loss\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(172,916)\n\n​\n\n​\n\n(172,916)\n\n**Balance – March 31, 2026**\n\n** **\n\n**502,072**\n\n​\n\n​\n\n**6,337,572**\n\n​\n\n​\n\n**762,500**\n\n​\n\n**$**\n\n**76**\n\n​\n\n**4,791,667**\n\n​\n\n**$**\n\n**479**\n\n​\n\n**$**\n\n**58,176**\n\n​\n\n**$**\n\n**(8,306,858)**\n\n​\n\n**$**\n\n**(8,248,127)**\n\n​\n\n**For the Three Months Ended March 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class A**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary Shares Subject to Possible**\n\n​\n\n​\n\n**Class A**\n\n​\n\n**Class B**\n\n​\n\n**Additional**\n\n​\n\n​\n\n​\n\n​\n\n**Total**\n\n​\n\n​\n\n**Redemption**\n\n​\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Paid-in**\n\n​\n\n**Accumulated**\n\n​\n\n**Shareholders’**\n\n​\n\n**  ​ ​**\n\n**Shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​**\n\n**  ​**\n\n**Shares**\n\n**  ​ ​**\n\n**Amount**\n\n**  ​ ​**\n\n**Shares**\n\n**  ​ ​**\n\n**Amount**\n\n  ​ ​\n\n**Capital**\n\n  ​ ​\n\n**Deficit**\n\n  ​ ​\n\n**Deficit**\n\n**Balance – December 31, 2024**\n\n** **\n\n**7,259,615**\n\n​\n\n​\n\n**82,604,083**\n\n​\n\n****​\n\n**762,500**\n\n​\n\n**$**\n\n**76**\n\n****​\n\n**4,791,667**\n\n​\n\n**$**\n\n**479**\n\n​\n\n**$**\n\n**—**\n\n​\n\n**$**\n\n**(6,854,992)**\n\n​\n\n**$**\n\n**(6,854,437)**\n\nRemeasurement of Class A ordinary shares to redemption value\n\n​\n\n—\n\n​\n\n​\n\n318,570\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(318,570)\n\n​\n\n​\n\n(318,570)\n\nRedemption of Class A ordinary shares\n\n​\n\n(6,461,683)\n\n​\n\n​\n\n(73,533,953)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nNet income\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n66,653\n\n​\n\n​\n\n66,653\n\n**Balance – March 31, 2025**\n\n​\n\n**797,932**\n\n​\n\n​\n\n**9,388,700**\n\n​\n\n​\n\n**762,500**\n\n​\n\n**$**\n\n**76**\n\n​\n\n**4,791,667**\n\n​\n\n**$**\n\n**479**\n\n​\n\n**$**\n\n**—**\n\n​\n\n**$**\n\n**(7,106,909)**\n\n​\n\n**$**\n\n**(7,106,354)**\n\n​\n\nThe accompanying notes are an integral part of these unaudited condensed financial statements.\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\nISRAEL ACQUISITIONS CORP\n\nCONDENSED STATEMENTS OF CASH FLOWS\n\n**(UNAUDITED)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Three Months**\n\n​\n\n**Three Months**\n\n​\n\n​\n\n**Ended**\n\n​\n\n**Ended**\n\n​\n\n​\n\n**March 31, **\n\n​\n\n**March 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2026**\n\n  ​ ​ ​\n\n**2025**\n\n**Cash Flows from Operating Activities:**\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNet (loss) income\n\n​\n\n$\n\n(172,916)\n\n​\n\n$\n\n66,653\n\nChanges in operating assets and liabilities:\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\nPrepaid expenses\n\n​\n\n \n\n27,500\n\n​\n\n****​\n\n(63,566)\n\nDue to related party\n\n​\n\n​\n\n—\n\n​\n\n​\n\n30,000\n\nAccounts payable\n\n​\n\n​\n\n13,224\n\n​\n\n​\n\n(172,073)\n\nAccrued expenses\n\n​\n\n​\n\n50,185\n\n​\n\n​\n\n4,709\n\n**Net cash (used in) provided by operating activities**\n\n​\n\n** **\n\n**(82,007)**\n\n​\n\n****​\n\n**(134,277)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash Flows from Investing Activities:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPurchase and reinvestment of marketable securities held in Trust Account\n\n​\n\n​\n\n(87,345)\n\n​\n\n​\n\n(318,570)\n\nProceeds from redemption of marketable securities held in Trust Account\n\n​\n\n​\n\n3,683,102\n\n​\n\n​\n\n73,533,953\n\n**Net cash provided by investing activities**\n\n​\n\n​\n\n**3,595,757**\n\n​\n\n​\n\n**73,215,383**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash Flows from Financing Activities:**\n\n​\n\n \n\n​\n\n​\n\n \n\n  ​\n\nProceeds from promissory note – related party\n\n​\n\n​\n\n195,000\n\n​\n\n​\n\n458,783\n\nRedemptions of Class A ordinary shares subject to redemption\n\n​\n\n​\n\n(3,683,102)\n\n​\n\n​\n\n(73,533,953)\n\n**Net cash (used in) financing activities**\n\n​\n\n** **\n\n**(3,488,102)**\n\n​\n\n****​\n\n**(73,075,170)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net Change in Cash and Cash Equivalents**\n\n​\n\n** **\n\n**25,648**\n\n​\n\n****​\n\n**5,936**\n\nCash and Cash Equivalents - Beginning\n\n​\n\n \n\n6,938\n\n​\n\n​\n\n21,257\n\n**Cash and Cash Equivalents - Ending**\n\n​\n\n**$**\n\n**32,586**\n\n​\n\n**$**\n\n**27,193**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-Cash Investing and Financing Activities:**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nRemeasurement of Class A ordinary shares subject to possible redemption\n\n​\n\n$\n\n87,345\n\n​\n\n$\n\n318,570\n\n​\n\nThe accompanying notes are an integral part of these unaudited condensed financial statements.\n\n​\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\n**ISRAEL ACQUISITIONS CORP**\n\n**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**\n\n**Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources**\n\nIsrael Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and is subject to all of the risks associated with emerging growth companies.\n\nAs of March 31, 2026, the Company had not commenced any operations. All activity for the period from August 24, 2021 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of gains on marketable securities held in the Trust Account, as well as interest and dividend income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.\n\nThe registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Registration Statement”). On January 18, 2023, the Company consummated its Initial Public Offering of 14,375,000 units (each a “Public Unit” and the “Public Units”) at $10.00 per Public Unit (including the issuance of 1,875,000 Public Units as a result of the underwriters’ exercise of their over-allotment option in full), generating gross proceeds of $143,750,000, which is discussed in Note 3. Each Public Unit is comprised of one Class A ordinary share, par value $0.0001 per share (each, a “Public Share” and the “Public Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share at a purchase price of $11.50 per Class A ordinary share (each a “Public Warrant” and the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 762,500 private placement units (each, a “Private Unit” and the “Private Units”) to Israel Acquisitions Sponsor LLC (the “Sponsor”), BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, in a private placement at a purchase price of $10.00 per Private Unit, for an aggregate of $7,625,000. Each Private Unit is comprised of one Class A ordinary share, par value $0.0001 per share (each, a “Private Share” and the “Private Shares”) and one redeemable warrant evidencing the right to purchase one Class A ordinary share, par value $0.0001 per share, at a purchase price of $11.50 (each, a “Private Warrant” and the “Private Warrants”).\n\nFollowing the closing of the Initial Public Offering on January 18, 2023, $146,625,000 ($10.20 per Public Unit) from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of the Company’s initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, adopted on November 17, 2022 (the “Amended and Restated Memorandum and Articles of Association”), and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete an initial business combination by January 18, 2024 (or up to July 18, 2024, if the Company extends the time to complete an initial business combination) (the “Combination Period”).\n\nOn January 8, 2024, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement dated as of January 12, 2023 (the “Trust Agreement”), with Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”) and (ii) amended the Company’s Second Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Third Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the date by which the Company must consummate an initial business combination (the “Termination Date”) from 12 months from the closing of the Initial Public Offering (January 18, 2024) up to twelve (12) times (each, an “Extension”) to January 18, 2025, with each Extension comprised of one month. Pursuant to the Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extension and depositing into the Trust Account the lesser of (i) $50,000 or (ii) $0.02 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current extended period, by the date of such Extension.\n\nF-5\n\n[Table of Contents](#TOC)\n\nOn January 6, 2025, by special resolution and at an extraordinary general meeting of shareholders, the Company has extended the date by which it has to complete an initial business combination from January 18, 2025 (the “Termination Date”) up to twelve (12) times, with each extension comprised of one month (each an “Extension”), from the Termination Date to January 18, 2026, by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser of (i) $35,000 or (ii) $0.035 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension up until January 18, 2026 (assuming an initial business combination has not occurred), in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of an initial business combination.\n\nOn January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser of (i) $5,000 or (ii) $0.05 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension.\n\nIn connection with the shareholders’ vote, holders of 295,860 Class A ordinary shares of the Company exercised their right to redeem such shares (the “*Redemption*”) for a pro rata portion of the funds held in the Trust Account. As a result, $3,683,102 was removed from the Trust Account to pay such holders. Following the aforementioned Redemption, the Company has 6,056,239 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.\n\nThe Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company must complete an initial business combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).\n\nThe Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants.\n\nThe Company will proceed with an initial business combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of an initial business combination and, if the Company seeks shareholder approval, a majority of the ordinary shares voted are voted in favor of the initial business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing an initial business combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with an initial business combination, the Sponsor and our executive officers and directors have agreed (a) to vote their Founder Shares (as defined in this Note 1), Private Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving an initial business combination and (b) not to convert any Founder Shares, Private Shares, or any Public Shares held by them in connection with a shareholder vote to approve an initial business combination or sell any such shares to the Company in a tender offer in connection with an initial business combination.\n\nF-6\n\n[Table of Contents](#TOC)\n\nAdditionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.\n\nThe Sponsor and our executive officers and directors have agreed (a) to waive their respective redemption rights with respect to any Founder Shares, Private Shares, or Public Shares held by them in connection with the completion of an initial business combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares if the Company fails to consummate an initial business combination, and (c) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect a public shareholders’ ability to convert or sell their Public Shares to the Company in connection with an initial business combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an initial business combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.\n\nIf the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Public Warrants or Private Warrants, which will expire worthless if the Company fails to complete an initial business combination within the Combination Period.\n\nIn order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.20 per Public Share, except as to any claims by a third party that executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.\n\nBusiness Combination Agreement\n\nIn January 2024, the Company entered into a business combination agreement with Pomvom Ltd., a company organized under the laws of Israel (“Pomvom,” and such agreement, the “Pomvom Business Combination Agreement”). In August 2024, the Company entered into a mutual termination agreement with Pomvom (the “Mutual Termination Agreement”). There are no early termination penalties incurred by the Company or Pomvom in connection with the termination of the Pomvom Business Combination Agreement.\n\nOn January 26, 2025, the Company and Gadfin Ltd. (“Gadfin”) entered into the Business Combination Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein (i) Gadfin will cause a company organized under the laws of the State of Israel and wholly owned by a trustee (the “NewPubco”) to be formed, (ii) Gadfin will cause a company organized under the laws of the State of Israel and wholly owned, direct subsidiary of NewPubco (“Merger Sub 1”) to be formed, (iii) Gadfin will cause a Cayman Islands exempted company and wholly owned, direct subsidiary of NewPubco (“Merger Sub 2”) to be formed, (iv) Gadfin will cause NewPubco, Merger Sub 1 and Merger Sub 2 to become a party to the Business Combination Agreement by delivering a joinder to the Business Combination Agreement, (v) Gadfin will effect the Share Split, (vi) NewPubco, the shareholders of Gadfin and the holders of equity awards of Gadfin will effect the Acquisition Merger (as defined herein), (vii) Merger Sub 1 will merge with and into Gadfin, with Gadfin surviving the merger as a direct wholly owned subsidiary of NewPubco (the “Acquisition Merger”), and (viii) Merger Sub 2 will merge with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of NewPubco (the “IAC Merger”, and together with the Acquisition Merger, the “Mergers”). The collective transactions referenced in (i)-(viii) are hereinafter referred to as the “Transactions”. The terms of the Business Combination Agreement, which contain customary\n\nF-7\n\n[Table of Contents](#TOC)\n\nrepresentations and warranties, covenants, closing conditions, termination provisions, and other terms relating to the Transactions, are summarized below.\n\nPrior to the closing of the Transactions (the “Closing”), Gadfin will effect a share split under which each ordinary share and preferred share of Gadfin issued and outstanding will be split into a number of ordinary shares or preferred shares, as applicable, determined by multiplying each such ordinary share or preferred share of Gadfin, as applicable, by the Split Factor (the “Share Split”).\n\nUnder the Business Combination Agreement, as amended, holders of Gadfin equity interests are expected to receive approximately $180,000,000 (the “Gadfin Equity Value”) in aggregate consideration in the form of NewPubco Ordinary Shares, equal to the quotient obtained by dividing (a) the Gadfin Equity Value by (b) the fully diluted number of Gadfin ordinary shares and preferred shares (including ordinary shares issuable upon exercise, vesting and settlement of Gadfin options and Gadfin warrants and other convertible securities of Gadfin).\n\nIn addition, following the closing of the Business Combination and subject to the occurrence of the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone, NewPubco shall issue to each holder of Gadfin as of immediately prior to the Acquisition Merger Effective Time (as defined below), a certain number of Price Adjustment Earnout Shares, subject to the terms and conditions set forth therein.\n\nImmediately after the Share Split, and at the effective time of the Acquisition Merger, Merger Sub 1 will be merged with and into Gadfin upon the terms and subject to the conditions set forth in the Business Combination Agreement, and in accordance with the applicable provisions of the Israeli Companies Law (“ICL”), whereupon the separate corporate existence of Merger Sub 1 will cease and Gadfin will continue its existence under the ICL as the surviving corporation and become a wholly owned subsidiary of NewPubco (the “Acquisition Surviving Company”), on the terms and subject to the conditions set forth in the Business Combination Agreement. From and after the effective time of the Acquisition Merger, Gadfin will possess all the rights, powers, privileges, properties and franchises and be subject to all of the obligations, liabilities and duties of Gadfin and Merger Sub 1, all as provided under the ICL. As soon as practicable after the determination of the date on which the Closing is to take place, each of Gadfin and Merger Sub 1 shall, in coordination with each other, deliver to the Israeli Register of Companies (the “Companies Registrar”) a notice of the contemplated Acquisition Merger, setting forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Acquisition Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”), after another notice that the Closing has occurred is served to the Companies Registrar, which the parties shall deliver as of the date of Closing Date. The Acquisition Merger will become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (such time as the Acquisition Merger becomes effective being the “Acquisition Merger Effective Time”).\n\nOn July 2, 2025, the Company, Gadfin, and NewPubco entered into an amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the Amendment, the Company and Gadfin agreed to (i) remove the requirement for the Company to liquidate immediately following the Mergers (as defined in the Business Combination Agreement), (ii) revise the Company Equity Value (as defined in the Business Combination Agreement) to $180,000,000, (iii) remove the PCAOB Related Default (as defined in the Business Combination Agreement) and related provisions, (iv) remove the Threshold Raised Amount (as defined in the Business Combination Agreement) and related provisions, (v) clarify the maximum dilution calculation, (v) extend the deadline for the Benchmark Analysis (as defined in the Business Combination Agreement) to September 30, 2025, (vi) add a termination right for Gadfin, without penalty, in the event the Company does not, within 30 days of the Amendment, receive a full cash waiver from underwriters of the deferred underwriting fees currently owed and outstanding by the Company, and (vii) act as a joinder agreement pursuant to which NewPubco became a party to the Business Combination Agreement.\n\nF-8\n\n[Table of Contents](#TOC)\n\nOn October 14, 2025, Company entered into a Letter Agreement (the “Letter Agreement”) with Gadfin, pursuant to which (i) Gadfin consented to the Company entering into an advisory agreement (the “Advisory Agreement”) by and among ISRL, the Sponsor and BTIG, LLC (“BTIG”), under which BTIG will serve as capital markets advisor and waive its right to the deferred underwriting commission (the “Deferred Underwriting Commission”) pursuant to the underwriting agreement between BTIG and the Company dated January 12, 2023 in exchange for the Advisory Fee (as defined below) upon closing of the Business Combination, (ii) Gadfin agreed that the Advisory Agreement satisfied the requirement under the Business Combination Agreement, pursuant to which Gadfin had the right to terminate the Business Combination Agreement if the Company did not receive a waiver of the Deferred Underwriting Commission within thirty (30) days of July 2, 2025, and waived its related termination right under the Business Combination Agreement, (iii) the Sponsor agreed to forfeit an additional number of ordinary shares of the Company equal to the number of ordinary shares to be issued to BTIG under the Advisory Agreement and (iv) Gadfin and the Company agreed that prior to closing NewPubco shall arrange a Public Offering of Securities Insurance policy to cover any indemnification claims brought by BTIG against NewPubco or the Company. The Letter Agreement is governed by New York law, and constitutes the entire agreement between the parties with respect to its subject matter.\n\nOn October 14, 2025, the Company entered into the Advisory Agreement, effective October 10, 2025, pursuant to which BTIG agreed to provide strategic and capital markets advisory services to the Company in connection with its business activities, including the Business Combination. Under the Advisory Agreement, BTIG will advise the Company on market conditions and capital markets strategy, but will not act as a financial advisor or participate in the offering or solicitation of securities for the Business Combination. As compensation for such services, BTIG will receive an advisory fee of $500,000 in cash (payable from the trust account) and 100,000 Class A ordinary shares, par value $0.0001 per share, of the Company immediately prior to closing of the Business Combination (the “Advisory Fee”), which will be exchanged for 100,000 ordinary shares of NewPubco, valued at $10.00 per share, upon consummation of the Business Combination. In exchange, BTIG waived its right to the Deferred Underwriting Commission, conditioned upon payment of the Advisory Fee and closing of the Business Combination. The Advisory Agreement also provides BTIG with a three - year exclusive right of first refusal to act as lead underwriter for the next special purpose acquisition company initial public offering undertaken by the Company or the Sponsor under certain conditions and indemnification protections. The Advisory Agreement is governed by New York law and allows BTIG to terminate at any time, in which case it forfeits both the Advisory Fee and the Deferred Underwriting Commission.\n\nOn December 31, 2025, the Company, Gadfin, and NewPubco entered into an amendment to the Business Combination Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the Company and Gadfin agreed to extend the Termination Date (as defined in the Business Combination Agreement) to March 16, 2026 and removed the automatic extensions of the Termination Date.\n\nOn January 16, 2026, by special resolution and at an extraordinary general meeting of shareholders, the Company (i) entered into an amendment (the “Third Trust Agreement Amendment”) to the Trust Agreement and (ii) amended the Company’s Fourth Amended and Restated Memorandum and Articles of Association, in its entirety, by adopting the Company’s Fifth Amended and Restated Memorandum and Articles of Association, pursuant to which the Company may extend the Termination Date from January 18, 2026 up to twelve (12) times to January 18, 2027, with each such Extension comprised of one month. Pursuant to the Third Trust Agreement Amendment, the Company can extend the Termination Date by providing five days’ advance notice to the Trustee prior to the applicable Extended Date and depositing into the Trust Account the lesser of (i) $5,000 or (ii) $0.05 per Public Share, multiplied by the number of Public Shares that remain outstanding by the end of the then-current Extended Date, by the date of such Extension.\n\nIn connection with the shareholders’ vote, holders of 295,860 Class A ordinary shares of the Company exercised their right to redeem such shares (the “*Redemption*”) for a pro rata portion of the funds held in the Trust Account. As a result, $3,683,102 was removed from the Trust Account to pay such holders. Following the aforementioned Redemption, the Company has 6,056,239 ordinary shares of the Company (inclusive of the Class A ordinary shares underlying the private placement units of the Company) outstanding.\n\nOn March 13, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into the Third Amendment. Pursuant to the Third Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to April 15, 2026.\n\nOn April 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fourth amendment to the BCA (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 15, 2026. All other termination rights under the BCA remain.\n\nF-9\n\n[Table of Contents](#TOC)\n\nOn May 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fifth amendment to the BCA (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 31, 2026. All other termination rights under the BCA remain.\n\nThe Company may terminate the Business Combination Agreement if the representations and warranties of Gadfin are not true and correct or if Gadfin has materially breached any covenant or agreement as set forth in the Business Combination Agreement.\n\nGadfin may terminate the Business Combination Agreement, (a) at any time prior to the receipt of the Gadfin Shareholder Approval, in order to immediately enter into a written definitive agreement with respect to a Superior Proposal, and (b) if the representations and warranties of the Company are not true and correct or if the Company has materially breached any covenant or agreement as set forth in the Business Combination Agreement. In the event the Business Combination Agreement is terminated by Gadfin in order to accept a Superior Proposal, Gadfin will pay to the Company a termination fee of $10,000,000. In the event the Business Combination Agreement is terminated by Gadfin pursuant to clause (b) of this paragraph, the Company will pay to Gadfin a termination fee of $10,000,000.\n\nDeficiency Letter\n\nOn May 28, 2025, Company received a deficiency letter (the “MVLS Notice”) from the Listing Qualifications Department of Nasdaq notifying the Company that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of the Company’s securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million (the “MVLS Requirement”). In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days (or until November 24, 2025) to regain compliance with the Rule. The Company did not regain compliance with the MVLS Requirement. As a result, on November 25, 2025, the Company received a delist determination letter from the Listing Qualifications Department advising the Company that its securities would be delisted. On January 13, 2026, Nasdaq announced its intention to delist the Company’s Class A ordinary shares, units and warrants, followed by a Form 25 filed with the SEC on January 21, 2026 to complete the delisting. The Company’s Class A ordinary shares, units and warrants now trade on the Pink Current tier of the OTC Markets under symbols “ISLUF”, “ISRLF” and “ISLWF,” respectively.\n\nLiquidity Capital Resources and Going Concern\n\nAs of March 31, 2026, the Company had $32,586 in its operating bank account and a working capital deficit of $2,841,877 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable) compared to $6,938 in its operating bank account and a working capital deficit of $2,581,616 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable) as of December 31, 2025.\n\nThe Company’s liquidity needs through March 31, 2026 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or the “Founder Shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on the Promissory Note (as defined below) to pay certain offering costs (see Note 4).\n\nThe Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources, including cash and working capital, it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 4 below). Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii) that its plans to consummate an initial business combination will be successful. In addition, management is currently evaluating the impact of the continued Russia-Ukraine conflict, the Israel-Hamas conflict and the expanded regional conflict involving Hezbollah and Iran, the increased rate of inflation in the United States, the effect of recent tariffs imposed by the United States and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and its effect on the Company’s financial position and results of its operations.\n\nWe may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of\n\nF-10\n\n[Table of Contents](#TOC)\n\nour public shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. If we have not consummated our initial business combination within the Combination Period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account.\n\nThese factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\nRisks and Uncertainties\n\nVarious macroeconomic, geopolitical and regulatory uncertainties and challenges pose risks to economic conditions in the U.S. and globally, including, among others, any resurgence in inflation, changes to trade and tariffs, immigration, energy and other policies resulting from the new U.S. administration, changes in interest rate policies, economic conditions and tensions involving China, U.S. federal government shutdowns and geopolitical instability resulting from the ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East. In response to the ongoing war between Russia and Ukraine, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The ongoing wars between Russia and Ukraine and between Israel and Hamas, Iran and its proxies in certain of the neighboring countries in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.\n\nThe financial statements do not include any adjustments that might result from the outcome of these uncertainties.\n\nNote 2 — Significant Accounting Policies\n\nBasis of Presentation\n\nThe accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.\n\nThe accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2025 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future interim periods.\n\nEmerging Growth Company\n\nThe Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies.\n\nF-11\n\n[Table of Contents](#TOC)\n\nThe JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.\n\nUse of Estimates\n\nThe preparation of financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period.\n\nMaking estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.\n\nCash and Cash Equivalents\n\nThe Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. As of March 31, 2026 and December 31, 2025, the Company had $32,586 and $6,938 in cash and cash equivalents, respectively.\n\nCash and Marketable Securities held in Trust Account\n\nFollowing the closing of the Initial Public Offering on January 18, 2023, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association *(A) to modify the substance or timing of the Company’s obligation to redeem* 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares (see Note 4).\n\nConcentration of Credit Risk\n\nFinancial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At March 31, 2026 and December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.\n\nClass A Ordinary Shares Subject to Possible Redemption\n\nThe Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at March 31, 2026, 502,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.\n\nF-12\n\n[Table of Contents](#TOC)\n\nThe Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit.\n\nThe Class A ordinary shares subject to possible redemption is reflected on the balance sheet at March 31, 2026 as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\nGross proceeds from Initial Public Offering\n\n  ​ ​ ​\n\n$\n\n143,750,000\n\nLess:\n\n​\n\n \n\n​\n\nProceeds allocated to public warrants\n\n​\n\n \n\n(354,359)\n\nOffering costs allocated to Class A ordinary shares subject to possible redemption\n\n​\n\n \n\n(8,642,235)\n\nPlus:\n\n​\n\n \n\n​\n\nAccretion of Class A ordinary shares subject to possible redemption\n\n​\n\n \n\n18,948,600\n\nClass A ordinary shares subject to possible redemption at December 31, 2023\n\n​\n\n​\n\n153,702,006\n\nRedemption of Class A ordinary shares\n\n​\n\n​\n\n(75,921,158)\n\nRe-measurement of Class A ordinary shares subject to possible redemption\n\n​\n\n​\n\n4,823,235\n\nClass A ordinary shares subject to possible redemption at December 31, 2024\n\n​\n\n​\n\n82,604,083\n\nRedemption of Class A ordinary shares\n\n​\n\n​\n\n(73,533,953)\n\nRe-measurement of Class A ordinary shares subject to possible redemption\n\n​\n\n​\n\n863,199\n\nClass A ordinary shares subject to possible redemption at December 31, 2025\n\n​\n\n​\n\n9,933,329\n\nRedemption of Class A ordinary shares\n\n​\n\n​\n\n(3,683,102)\n\nRe-measurement of Class A ordinary shares subject to possible redemption\n\n​\n\n​\n\n87,345\n\n**Class A ordinary shares subject to possible redemption at March 31, 2026**\n\n​\n\n**$**\n\n**6,337,572**\n\n​\n\nOffering Costs associated with the Initial Public Offering\n\nThe Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $8,642,235, consisting of $2,500,000 of underwriting fee, $5,406,250 of deferred underwriting fee, $735,985 of actual offering costs. These amounts were recorded to additional paid-in capital as a reduction to the net proceeds from the offering.\n\n​\n\nF-13\n\n[Table of Contents](#TOC)\n\nFair Value Measurements\n\nThe Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows:\n\n●Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;\n\n●Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and\n\n●Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. ln those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.\n\nThe fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.\n\nFinancial Instruments\n\nThe fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.\n\nWarrants\n\nThe Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity.\n\nIncome Taxes\n\nThe Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.\n\nASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2026 and December 31, 2025. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.\n\nF-14\n\n[Table of Contents](#TOC)\n\nThere is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. U.S. taxation could be imposed if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Additionally, given the nature of the investment income generated from the funds held in the trust account, it is not subject to tax withholdings in the U.S. Moreover, the Company determined that no income tax liability would arise from any other jurisdictions outside of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statements.\n\nOn July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBA”). ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company evaluated the impact of the new law and determined none of the tax provisions are expected to have a significant impact on the Company’s financial statements.\n\nNet Income (Loss) Per Ordinary Share\n\nThe statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and income (loss) per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders.\n\nNet income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 14,375,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.\n\nThe following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2026 (in dollars, except share amounts):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**For The Three Months Ended**\n\n​\n\n​\n\n**March 31, 2026**\n\nNet loss\n\n​\n\n$\n\n(172,916)\n\nAccretion of temporary equity to redemption value\n\n​\n\n \n\n(87,345)\n\nNet loss including accretion of temporary equity to redemption value\n\n​\n\n**$**\n\n**(260,261)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For The Three Months Ended**\n\n​\n\n​\n\n**March 31, 2026**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class**** ****B**** ****Non-**\n\n​\n\n**  ​ ​ ​**\n\n**Class**** ****A**** ****Redeemable**\n\n**  ​ ​ ​**\n\n**Class**** ****A**** ****Non-redeemable**\n\n**  ​ ​ ​**\n\n**redeemable**\n\nBasic and diluted net income (loss) per share:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNumerator:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nAllocation of net loss by class\n\n​\n\n$\n\n(14,335)\n\n​\n\n$\n\n(21,771)\n\n​\n\n$\n\n(136,810)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLess: Accretion allocation based on ownership percentage\n\n​\n\n$\n\n(7,241)\n\n​\n\n$\n\n(10,997)\n\n​\n\n​\n\n(69,107)\n\nAllocation of accretion of temporary equity to redeemable shares\n\n​\n\n​\n\n87,345\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nTotal net income (loss) by class\n\n​\n\n$\n\n65,769\n\n​\n\n$\n\n(32,768)\n\n​\n\n​\n\n(205,917)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDenominator:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWeighted average shares outstanding\n\n​\n\n​\n\n659,864\n\n​\n\n​\n\n762,500\n\n​\n\n​\n\n4,791,667\n\nBasic and diluted net income (loss) per share\n\n​\n\n$\n\n0.10\n\n​\n\n$\n\n(0.04)\n\n​\n\n​\n\n(0.04)\n\n​\n\n​\n\nF-15\n\n[Table of Contents](#TOC)\n\nThe following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended March 31, 2025 (in dollars, except share amounts):\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**For The Three Months Ended**\n\n​\n\n​\n\n**March 31, 2025**\n\nNet income\n\n​\n\n$\n\n66,653\n\nAccretion of temporary equity to redemption value\n\n​\n\n \n\n(318,570)\n\nNet loss including accretion of temporary equity to redemption value\n\n​\n\n**$**\n\n**(251,917)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For The Three Months Ended**\n\n​\n\n​\n\n**March 31, 2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Class B Non-**\n\n​\n\n  ​ ​ ​\n\n**Class A Redeemable**\n\n  ​ ​ ​\n\n**Class A Non-redeemable**\n\n  ​ ​ ​\n\n**redeemable**\n\nBasic and diluted net income (loss) per share:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNumerator:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nAllocation of net income by class\n\n​\n\n$\n\n8,373\n\n​\n\n$\n\n8,001\n\n​\n\n$\n\n50,279\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLess: Accretion allocation based on ownership percentage\n\n​\n\n$\n\n(40,018)\n\n​\n\n$\n\n(38,240)\n\n​\n\n​\n\n(240,312)\n\nAllocation of accretion of temporary equity to redeemable shares\n\n​\n\n \n\n318,570\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nTotal net income (loss) by class\n\n​\n\n$\n\n286,925\n\n​\n\n$\n\n(30,239)\n\n​\n\n​\n\n(190,033)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDenominator:\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nWeighted average shares outstanding\n\n​\n\n \n\n1,946,676\n\n​\n\n​\n\n762,500\n\n​\n\n​\n\n4,791,667\n\nBasic and diluted net income (loss) per share\n\n​\n\n$\n\n0.15\n\n​\n\n$\n\n(0.04)\n\n​\n\n​\n\n(0.04)\n\n​\n\nGain on Extinguishment of Liability\n\nThe Company renegotiated amounts due to a vendor. The Company recorded a gain of $0 and $113,136, respectively, for the three months ended March 31, 2026 and March 31, 2025. Amounts have been included in gain on extinguishment of liability in the statements of operations.\n\nRecent Accounting Pronouncements\n\nIn December 2025, the FASB issued Accounting Standards Update 2025-11 “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). ASU 2025-11 clarifies current interim disclosure requirements and provides a comprehensive list of required interim disclosures. The guidance also incorporates a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied on a prospective or retrospective basis. The Company is currently assessing the impact, if any, that ASU 2025-11 would have on its financial position, results of operations or cash flows.\n\nThe Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.\n\nF-16\n\n[Table of Contents](#TOC)\n\nNote 3 — Initial Public Offering\n\nOn January 18, 2023 the Company sold 14,375,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share and one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share (see Note 6).\n\nAn aggregate of $10.20 per Unit sold in the Initial Public Offering was deposited in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of March 31, 2026, $6,337,572 was held in the Trust Account. In addition, $32,586 of operating cash is not held in the Trust Account and is available for working capital purposes.\n\nNote 4 — Related Party Transactions\n\nFounder Shares\n\nOn January 26, 2022, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000.\n\nOn March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000 shares. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share and per-share amounts have been retroactively restated.\n\nOn May 7, 2023, the Sponsor transferred 95,500 of its Founder Shares to our special advisor for consulting services. The consulting services offered were considered a benefit that the Company realized as a result of the Sponsors transaction with the special advisor. The fair value of the consulting services was determined to be a financing expense in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718.\n\nThe Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time.\n\nPrivate Placement\n\nThe Sponsor, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC purchased an aggregate of 762,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $7,625,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A ordinary share (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per full share, subject to adjustment. The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).\n\nF-17\n\n[Table of Contents](#TOC)\n\nRelated Party Loans\n\nIn addition, to finance transaction costs in connection with an initial business combination, the initial shareholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an initial business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement-equivalent units of the post initial business combination entity at a price of $10.00 per private placement-equivalent unit. These units would be identical to the Private Units. As of March 31, 2026 and December 31, 2025, the Company had no outstanding Working Capital Loans.\n\nPromissory Note – Related Party\n\nOn January 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of January 18, 2023, the Company had borrowed $237,234 under the Promissory Note. On January 18, 2023 the Company paid $245,540 to the Sponsor, resulting in an overpayment of $8,306 that was recorded as a related party receivable, which was subsequently refunded to the Company prior to December 31, 2023. The Promissory Note was non-interest bearing. As of March 31, 2026 and December 31, 2025, the outstanding balance under the Promissory Note was $0.\n\nOn January 18, 2024, the Company issued a promissory note in the amount of $600,000 to pay for up to twelve additional one-month extension payments (the “Extension Note”). On each of January 16, 2024, February 15, 2024, March 11, 2024, April 15, 2024, May 17, 2024, June 14, 2024, July 17, 2024, August 15, 2024, September 12, 2024, October 16, 2024, November 15, 2024, and December 17, 2024, the Company drew $50,000, $600,000 in the aggregate, against the Extension Note to pay for each additional one-month extension. The Extension Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. As of March 31, 2026 and December 31, 2025, there was $600,000 outstanding under the Extension Note.\n\nAdditionally, on July 17, 2024, the Company issued an unsecured promissory note to the Sponsor (the “July Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The July Promissory Note bears no interest and is repayable in full (subject to amendment or waiver) upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. As of March 31, 2026 and December 31, 2025, there was $1,205,000 and $1,025,000 outstanding under the July Promissory Note, respectively.\n\nOn January 17, 2025, the Company issued an unsecured promissory note to the Sponsor in the amount of $335,131 to pay for up to twelve additional one-month extension payments (the “2025 Extension Note”). On January 17, 2025, February 18, 2025, March 18, 2025, May 19, 2025, June 18, 2025, July 18, 2025, August 18, 2025, September 18, 2025, October 17, 2025, November 18, 2025, and December 19, 2025, the Company drew $27,927 each month against the 2025 Extension Note to pay for an additional one-month extensions. On January 18, 2026, February 18, 2026, and March 18, 2026, the Company drew $5,000 each month against the 2025 Extension Note to pay for additional one-month extensions. The 2025 Extension Note bears no interest and is repayable in full upon the earlier of (i) the date of the consummation of the Company’s initial business combination, or (ii) the date of the Company’s liquidation. As of March 31, 2026 and December 31, 2025, there was $322,204 and $307,204 outstanding under the 2025 Extension Note.\n\nDue to Related Party\n\nA related party has paid for an invoice on behalf of the Company. As of March 31, 2026 and December 31, 2025, $5,015 is outstanding and recorded under due to related party in the balance sheets related to this invoice.\n\nThe Company entered into an Administrative Services Agreement with the Sponsor commencing on the date the securities of the Company are first listed on the Nasdaq Global Market, pursuant to a Registration Statement on Form S-1 filed by the Company with the SEC and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s\n\nF-18\n\n[Table of Contents](#TOC)\n\nliquidation. The Company will pay $10,000 per month to the Sponsor for certain office space, utilities and secretarial and administrative services as may be reasonably required from time to time.\n\nOn December 31, 2025, the Company and the Sponsor 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.\n\nAs such, as of March 31, 2026 and December 31, 2025, there is $0 in due to related party related to the agreement. The Company incurred $0 and $30,000, respectively, for the three months ended March 31, 2026 and 2025. Amounts have been included in administrative expense - related party in the statements of operations and as a capital contribution within the statements of changes in ordinary shares subject to possible redemption and shareholders’ deficit.\n\nNote 5 — Commitments & Contingencies\n\nRegistration and Shareholder Rights\n\nThe holders of the Founder Shares, as well as the holders of the Private Units (and the underlying securities) and any units that may be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units (and the underlying securities) and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.\n\nUnderwriting Agreement\n\nThe Company granted the underwriters a 45- day option from the date of Initial Public Offering to purchase up to 1,875,000 additional Public Units to cover overallotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the option in full on January 18, 2023. The underwriters were entitled to a cash underwriting discount of $2,500,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred cash underwriting discount of 3.50% of the gross proceeds of the Initial Public Offering and 5.50% of the gross proceeds from the sale of the Public Units sold pursuant to the over-allotment option, or $5,406,250, payable to the underwriters for deferred underwriting commissions. The full amount of the deferred cash underwriting discount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, the completion of an initial business combination.\n\nNote 6 — Shareholders’ Equity (Deficit)\n\nPreference shares - The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per preference share and with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.\n\n**Class A ordinary shares -**The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per Class A ordinary share. In connection with the shareholders’ vote at an extraordinary general meeting of shareholders held on January 8, 2024, holders of 7,115,385 Class A ordinary shares of the Company exercised their right to redeem such shares. Additionally, in connection with the shareholders’ vote at an extraordinary general meeting of shareholders held on January 6, 2025, holders of 6,461,683 Class A ordinary shares of the Company exercised their right to redeem such shares. Additionally, in connection with the shareholders’ vote at an extraordinary general meeting of shareholders held on January 16, 2026, holders of 295,860 Class A ordinary shares of the Company exercised their right to redeem such shares. Accordingly, as of March 31, 2026 and December 31, 2025, there were 762,500 Class A ordinary shares issued or outstanding, respectively, excluding 502,072 and 797,932 shares of Class A ordinary shares issued and outstanding subject to possible redemption, respectively.\n\n**Class B ordinary shares** - The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per Class B ordinary share. Holders are entitled to one vote for each Class B ordinary share. As of March 31, 2026 and December 31, 2025, there were 4,791,667 Class B ordinary shares issued and outstanding.\n\nF-19\n\n[Table of Contents](#TOC)\n\nOn March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share amounts and related information have been retroactively restated in the financial statements to reflect the share capitalization and subsequent surrender.\n\nOnly holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law.\n\nThe Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any private placement shares, any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.\n\n**Warrants -**Each whole redeemable warrant entitles the registered holder to purchase one whole Class A ordinary share at a price of $11.50 per Class A ordinary share, subject to adjustment, at any time commencing 30 days after the completion of our initial business combination. The warrants will expire five years after the completion of the initial business combination, at 5:00 p.m., New York City time, or earlier upon the Company’s redemption or liquidation.\n\nThe Company agrees that as soon as practicable, but in no event later than 15 Business Days after the closing of its initial business combination, it shall use its commercially reasonable efforts to file with the SEC a registration statement (which may be, at the election of the Company, a post-effective amendment to the Registration Statement) for the registration, under the Securities Act, of the offer and sale of the ordinary shares issuable upon exercise of the warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of that certain Warrant Agreement, by and between the Company and American Stock Transfer & Trust Company (“Warrant Agent”), dated January 12, 2023 (the “Warrant Agreement”). If any such registration statement has not been declared effective by the 60th Business Day following the closing of the initial business combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the initial business combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement, and current prospectus relating thereto, covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption for that number of shares of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of ordinary shares underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined below) less the Warrant Price (as defined in the Warrant Agreement) by (y) the Fair Market Value. The “Fair Market Value” shall mean the volume-weighted average price of the shares of ordinary shares as reported during the 10-trading-day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent.\n\nF-20\n\n[Table of Contents](#TOC)\n\nRedemption of Warrants when the Price per Class A Ordinary Share Equals or Exceeds *$18.00*.\n\nOnce the warrants become exercisable, the Company may redeem all, but not less than all, of the Public Warrants:\n\n●Not earlier than 90 days after the completion of the initial business combination;\n\n●in whole and not in part;\n\n●at a price of $0.01 per warrant;\n\n●provided that the last reported sale price of the Class A ordinary shares for any 20 days within the 30-trading day period ending on the third trading date prior to the date on which notice of the redemption is given equals or exceeds $18.00 per Class A ordinary shares; and\n\n●either there is an effective registration statement covering the offer and sale of the issuance of the ordinary shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period; or\n\n●the Company has elected to require the exercise of the Public Warrants on a “cashless basis.”\n\nIf (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per ordinary shares (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the completion of the Company’s initial business combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Class A ordinary shares during the 20-trading-day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for share splits, share dividends, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.\n\nThe Private Warrants are identical to the Public Warrants underlying the Public Units, except that the Private Warrants may be exercised for cash or on a “cashless basis,” the Private Warrants and the Class A ordinary shares issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee.\n\nIf a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% aggregate voting power, including the power to vote on the election of directors of the Company, of the issued and outstanding equity securities of the Company, the holder of a warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of a warrant properly exercises such warrant within 30 days following the public disclosure of the consummation of the applicable event by the Company, the Warrant Price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the Warrant Agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call for Public Warrants and Uncapped American Call for Private Warrants on Bloomberg Financial Markets.\n\n​\n\nF-21\n\n[Table of Contents](#TOC)\n\nNote 7 — Fair Value Measurements\n\nAt March 31, 2026 and December 31, 2025, the Company’s cash and marketable securities held in the Trust Account were valued at $6,337,572 and $9,933,329, respectively. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.\n\nThe following table presents the fair value information, as of March 31, 2026 and December 31, 2025, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s cash and marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.\n\nThe following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**March 31, 2026**\n\n​\n\n**  ​ ​ ​**\n\n**(Level 1)**\n\n**  ​ ​ ​**\n\n**(Level 2)**\n\n**  ​ ​ ​**\n\n**(Level 3)**\n\nAssets\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash equivalents(1)\n\n​\n\n$\n\n6,958\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nCash and marketable securities held in Trust Account\n\n​\n\n$\n\n6,337,572\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31, 2025**\n\n​\n\n  ​ ​ ​\n\n**(Level 1)**\n\n  ​ ​ ​\n\n**(Level 2)**\n\n  ​ ​ ​\n\n**(Level 3)**\n\nAssets\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash equivalents(1)\n\n​\n\n$\n\n6,898\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\nCash and marketable securities held in Trust Account\n\n​\n\n$\n\n9,933,329\n\n​\n\n$\n\n—\n\n​\n\n$\n\n—\n\n(1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets.\n\nMeasurement\n\nThe Company established the initial fair value for the cash and marketable securities held in the Trust Account on January 18, 2023, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on January 18, 2023, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement.\n\n​\n\n​\n\n**Note 8 — Segment Information**\n\nASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.\n\n The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.\n\nF-22\n\n[Table of Contents](#TOC)\n\n The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The CODM uses net income or loss to manage the business and forecasts to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews significant expenses, which are consistent with those reported on the statements of operations, to manage, maintain, and enforce contractual agreements to ensure costs are aligned with agreements and the budget. The measure of segment assets is reported on the balance sheets as total assets. All segment items included in net income or loss are reported on the statements of operations and described within their respective disclosures.\n\n​\n\n**Note 9 — Subsequent Events**\n\nOn April 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fourth amendment to the BCA (the “Fourth Amendment”). Pursuant to the Fourth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 15, 2026. All other termination rights under the BCA remain.\n\nOn May 15, 2026, the Company, Gadfin, and Gadfin Regev Holdings Ltd., a company domiciled in Israel entered into a fifth amendment to the BCA (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Company and Gadfin agreed to revise Section 7.1(d) to extend the termination date to May 31, 2026. All other termination rights under the BCA remain.\n\nOn May 13, 2026, the Company drew an additional $5,000 against the Amended Extension Note to extend the Termination Date to June 18, 2026.\n\n​\n\n​\n\n​\n\nF-23\n\n[Table of Contents](#TOC)"}