Israel Acquisitions Corp

Item 1.A. Risk Factors

In addition to the information set forth elsewhere in this report, the risk factors set forth in Item 1A. to Part I of our Annual Report should be carefully considered when evaluating us. There hase risks are not the only risks we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business. There have been no material changes to the Rrisk Ffactors previously disclosed in Item 1A. to Part I set forth in Item 1A. to Part I of our Annual Report other than those listed in this section.

Nasdaq may not continue to list our securities, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.

We were approved to list our units on the Nasdaq beginning on January 13, 2023 and our Class A ordinary shares and warrants on their date of our Annuseparation, which was February 28, 2023. Although we meet, on a pro forma basis, the minimum initial Report. Tlisting standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on the risks describNasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

On May 28, 2025, we received a deficiency letter (the MVLS Notice) from the Listing Qualifications Department of Nasdaq notifying us that, based in oon the market value of listed securities for the previous 30 consecutive business days, the listing of the our Annual Report are not the only risks facinsecurities 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 Nasdaq rules, hawse have a period of 180 calendar days (or until November 24, 2025) to regain compliance with the MVLS Requirement. To regain compliance during this 180-day compliance period, the minimum market value of listed securities must close at $50 million or more for a minimum of 10 consecutive business days. The MVLS Notice has no immediate effect on the listing of our securities on The Nasdaq Global Market. In the event that we do not regain compliance with the MVLS Requirement prior to the expiration of the 180-day compliance period, we will receive written notification from Nasdaq that the Companys securities are subject to delisting. Additional risks and uncertainties not currently known to us or tlternatively, we may transfer the listing of our securities to The Nasdaq Capital Market.

There can be no assurance that we will regain and maintain compliance with the MVLS Requirement and the other listing requirements of the Nasdaq, or that we will not be delisted. If we are not able stay in compliance with the relevant MVLS Requirement, there is a risk that our securities may be delisted from Nasdaq. Additionally, our units will not be traded after the completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the Nasdaq initial listing requirements, which are more rigorous than the Nasdaq continued listing requirements, in order to continue to maintain the listing of our securities on the Nasdaq.

For instance, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders (with at least 50% of such round lot holding securities with a market value of at least $2,500) of our securities. We cannot assure you that we will be able to meet those listing requirements at that time.

If the Nasdaq delists any of our securrently deem to be immities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material aldverse consequences, including:

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The National Securitieso may materially ad Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as covered securities. Because our units, our Class A ordinary shares, and warrants are listed on the Nasdaq, our units, Class A ordinary shares and warrants qualify as coversely affect our business, financial condition, and/or operating results.ed securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.