Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement: · An Underwriting Agreement, datedJanuary 12, 2023 , by and among the Company andBTIG, LLC , as representative of the several underwriters listed in Schedule A thereto, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. · The Second Amended and Restated Memorandum and Articles of Association, adopted onNovember 17, 2022 , a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference. · A Warrant Agreement, datedJanuary 12, 2023 , by and between the Company andAmerican Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. · A Letter Agreement, datedJanuary 12, 2023 (the "Letter Agreement"), by and among the Company, its executive officers, its directors andIsrael Acquisitions Sponsor LLC , a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ·An Investment Management Trust Agreement, datedJanuary 12, 2023 , by and between the Company andAmerican Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. · A Registration Rights Agreement, datedJanuary 12, 2023 , by and among theCompany, Israel Acquisitions Sponsor LLC, BTIG, LLC, Exos Capital LLC andJonesTrading Institutional Services LLC , a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. · A Private Placement Units Purchase Agreement, datedJanuary 12, 2023 , by and between the Company andIsrael Acquisitions Sponsor LLC (the "Sponsor Private Placement Units Purchase Agreement"), a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. · A Private Placement Units Purchase Agreement, datedJanuary 12, 2023 , by and between the Company andBTIG, LLC ("BTIG") (the "BTIG Private Placement Units Purchase Agreement"), a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. · A Private Placement Units Purchase Agreement, datedJanuary 12, 2023 , by and between the Company andExos Capital LLC ("Exos") (the "Exos Private Placement Units Purchase Agreement"), a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. · A Private Placement Units Purchase Agreement, datedJanuary 12, 2023 , by and between the Company andJonesTrading Institutional Services LLC ("JonesTrading") (the "JonesTrading Private Placement Units Purchase Agreement"), a copy of which is attached as Exhibit 10.7 hereto and incorporated herein by reference. · An Administrative Services Agreement, datedJanuary 12, 2023 , by and between the Company andIsrael Acquisitions Sponsor LLC , a copy of which is attached as Exhibit 10.8 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private
Placement Units Purchase Agreement, the Company completed the private sale of an
aggregate of 637,500 private placement units (the "Sponsor Private Placement
Units") to
In addition, simultaneously with the closing of the IPO, pursuant to the BTIG
Private Placement Units Purchase Agreement, the Company completed the private
sale of an aggregate of 75,000 private placement units (the "BTIG Private
Placement Units") to BTIG at a purchase price of
In addition, simultaneously with the closing of the IPO, pursuant to the Exos
Private Placement Units Purchase Agreement, the Company completed the private
sale of an aggregate of 25,000 private placement units (the "Exos Private
Placement Units") to Exos at a purchase price of
In addition, simultaneously with the closing of the IPO, pursuant to the
JonesTrading Private Placement Units Purchase Agreement, the Company completed
the private sale of an aggregate of 25,000 private placement units (the
"JonesTrading Private Placement Units" and together with the Sponsor Private
Placement Units, the BTIG Private Placement Units and the Exos Private Placement
Units, the "Private Placement Units") to JonesTrading at a purchase price of
The Private Placement Units are identical to the Units sold in the IPO, except that the private placement warrants, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by such holders until 30 days after the completion of the Company's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
On
Effective
On
Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 8.01. Other Events.
The net proceeds from the IPO together with certain of the proceeds from the
sale of the Private Placement Units,
On
On
On
© Edgar Online, source