Israel Acquisitions Corp *
PROPOSED BUSINESS COMBINATION: Gadfin Ltd.
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Israel Acquisitions Corp. entered into a business combination agreement with Gadfin Ltd.
- Gadfin is a pioneering technology company revolutionizing the logistics and cargo delivery industry with its innovative hydrogen-powered drones. Specializing in long-range, heavy-duty, zero-emission aerial delivery, Gadfin provides cutting-edge solutions for time-critical, essential cargo transport, especially to less accessible areas.
- Led by Eyal Regev, one of the earliest pioneers of the vertical take-off and landing (“VTOL”) cargo delivery vision, Gadfin’s comprehensive approach includes innovative VTOL design, state-of-the-art drone manufacturing, advanced operational platforms, and tailored support services, ensuring seamless integration into its clients’ logistics frameworks.
- Headquartered in Israel, Gadfin is pioneering the way in transforming how goods are transported, helping its partners meet the demands of the modern world while reducing environmental impact. Backed by prominent investors, SIBF VC (www.sibf.vc) and Gehr Group (www.gehr.com), Gadfin is poised to lead the charge in sustainable and efficient logistics solutions.
TRANSACTION
- The business combination agreement reflects a total equity value of Gadfin of up to $200 million USD. In the event Gadfin does not record at least $4.5 million in deferred revenue by the Closing date, the Gadfin Equity Value shall be $150 million.
- The Board of Directors of both ISRL and Gadfin have unanimously approved the Business Combination Agreement and signed voting support agreements in favor of the transaction.
- The parties anticipate completing the business combination in the second half of 2025.
- At the closing of the transaction, Gadfin will be listed on Nasdaq in the United States.
SPAC FUNDING
- The SPAC and target company will use commercially reasonable efforts to obtain PIPE Financing prior to closing.
EARNOUT
- Company:
- The company shareholders may receive up to 1,200,000 shares, if they achieve any of the following thresholds within 5 years following the closing:
- 50% of the earnout shares will be released if the share price equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period, and
- 50% of the earnout shares will be released if the share price equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period.
- The company shareholders may receive up to 1,200,000 shares, if they achieve any of the following thresholds within 5 years following the closing:
LOCK-UP
- Sponsor & Company Lock-Up:
- The Lock-up shares shall be released in 1/6th increments each month beginning after six months from the Closing, over the next subsequent six month period.
- If the share price equals or exceeds $15.00 per share for 40 trading days within any 60-trading day period, the phased release (above) can begin earlier than six months after the Closing.
- Sponsor Forfeiture:
- In the event the Covered Shares represent more than 30% of the combined company shares immediately following Closing, the Sponsor will forfeit, up to a maximum of 1,429,000 Sponsor Shares, in order to reduce the Sponsor’s holding in the combined company to below the Dilution Cap.
NOTABLE CONDITIONS TO CLOSING
- Israel Acquisitions and Gadfin shareholder approvals
- The Merger Agreement includes a minimum cash condition of $15,000,000
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated by either Israel Acquisitions and Gadfin, if the Closing has not been consummated prior to December 31, 2025 (the “Outside Date”)
- Gadfin can terminate the Agreement if it pays a $10 million termination fee
- In the event the Agreement is terminated for any reason other than by Gadfin pursuant to Section 7.1(c) of the BCA, Gadfin shall pay to IAC an amount equal to 5% of any IAC Introduced Financing Amount from any source during the period beginning October 16th, 2024 and extending through the twelve months immediately following the effective date of such termination.
ADVISORS
- Company Advisors:
- Herzog, Fox, and Neeman is acting as legal advisor to Gadfin.
- SPAC Advisors:
- Tiberius Capital Markets, a division of Arcadia Securities is acting as financial advisor to Israel Acquisitions Corp.
- Reed Smith LLP, and Stuarts Humpries are acting as legal advisors.
The below-announced combination was terminated on 8/22/24. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Pomvom Ltd. [Terminated]
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD
Israel Acquisitions Corp. entered into a definitive business combination agreement with Pomvom Ltd.
- Pomvom, which is traded on the Tel-Aviv Stock Exchange, (TASE: PMVM), is a technology company, which develops and provides experiential documentation solutions to the global amusement parks and attractions market, which replace the existing operative photographic solutions.
- The Company has developed a digital platform, which combined innovative technology for photographing and creating content, automatically in a cloud environment, the distribution and the sale thereof to the ultimate user for the purpose of their personal use and for sharing on social networks.
- The Company provides its customers with comprehensive media documentation services, which is done, inter alia, by means of the digital platform, in addition to which it provides photographic equipment and manpower, the creation of content and media processing, printing or the distribution of pictures and the sale thereof to visitors to amusement parks and attractions.
EXTENSION – 1/9/25 – LINK
- The SPAC approved the extension from January 18, 2025 to January 18, 2026.
- 6,461,683 shares were redeemed.
- $0.035/Share per month will be deposited into the trust account.
LETTER OF INTENT – 10/16/24 – LINK
- The SPAC entered into a non-binding letter of intent with Gadfin Aero-Logistics Systems (“Gadfin”), an Israeli technology company specializing in all-weather unmanned aerial delivery for necessary cargo such as medical supplies.
EXTENSION – 1/11/24 – LINK
- The SPAC approved the extension from January 18, 2024 to January 18, 2025.
- 7,115,385 shares were redeemed.
- $50K per month will be deposited into the trust account.
TRANSACTION
- Total equity value for Pomvom is $125 million.
- The Board of Directors of both ISRL and Pomvom have unanimously approved the Business Combination Agreement and signed transaction support agreements in favor of the transaction.
- Pomvom shareholders holding a majority of the Company’s issued share capital will sign support agreements displaying support of the transaction within 30 days of the Business Combination Agreement.
- Existing Pomvom management is expected to operate the combined company.
- The parties anticipate completing the business combination by the end of Q3 2024, contingent upon satisfying all closing conditions, including shareholder approvals, regulatory consents, and compliance with legal and tax requirements.
- At the closing of the transaction, Pomvom will be delisted from the Tel Aviv Stock Exchange and listed solely on the Nasdaq in the United States.
SPAC FUNDING
- IAC and Pomvom will use their commercially reasonable efforts to obtain PIPE Financing by executing PIPE Subscription Agreements with investors.
LOCK-UP
- Company and Sponsor:
- Pomvom’s officers, directors, and >10% shareholders, as well as ISRL’s sponsor will enter into a lock-up agreement, the Lock-up Holders shall not Transfer any Ordinary Shares until the date that is one year from the Closing Date.
- After such date, the Ordinary Shares shall be released from lock-up over a 12-month period, such that every month following the one-year lock up, 1/12th of the Ordinary Shares shall be released from lock-up.
- However, the release of the Ordinary Shares from the lock-up will begin prior to the date that is one year from the Closing Date in the event that the sale price of the Ordinary Shares equals or exceeds $14.00 per share for any 40 trading days within any 60-trading day period commencing after the Closing Date. Even if such event occurs (and the Ordinary Shares are released prior to one-year from the Closing Date), the Ordinary Shares shall be released from lock-up over a 12-month period, such that every month, 1/12th of the Ordinary Shares are released from lock-up.
NOTABLE CONDITIONS TO CLOSING
- Minimum cash condition of $20 million, of which will be a combination of the net amount in ISRL’s trust account, together with new money that will be raised.
- Israel Acquisition and Pomvom shareholder approvals
NOTABLE CONDITIONS TO TERMINATION
- The parties may terminate the Agreement if the Transactions have not been consummated by September 30, 2024 (the “Termination Date”). The Termination Date will be automatically extended to:
- (a) October 31, 2024 if the Registration Statement is initially filed after February 14, 2024, and
- (b) December 15, 2024, if the irrevocably committed amount of the Aggregate Transaction Proceeds is more than the Minimum Cash Condition.
ADVISORS
- Pomvom Advisors:
- Roth Capital Partners is acting as Financial Advisor
- Greenberg Traurig, LLP, Goldfarb Gross Seligman & Co., and Barnea Jaffa Lande are acting as Legal Advisors
- SPAC Advisors:
- Tiberius Capital Markets, a division of Arcadia Securities is acting as Financial Advisor
- Reed Smith LLP, Naschitz Brandes Amir, and Stuarts Humpries are acting as Legal Advisors
LETTER OF INTENT – 10/17/23 – LINK
- The SPAC announced that it has entered into a non-binding letter of intent with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange.
MANAGEMENT & BOARD
Executive Officers
Ziv Elul, 46
Chief Executive Officer and Director
Mr. Elul has 16 years of industry and managerial experience with start-up and high-growth technology businesses operating globally, which includes two acquisition transactions and operational experience as the CEO of a publicly traded company. In 2007, Mr. Elul co-founded Inneractive, an independent automated mobile platform with marketplace exchange capabilities and focused on powering video ads. He served as CEO of Inneractive, leading it to outstanding profitability until its acquisition by Fyber N.V. (FSE:FBEN) a global provider of monetization platforms for mobile publishers, in July 2017. Following the acquisition, Mr. Elul continued to serve as CEO and led the integration of the businesses under one brand with a strong focus on cutting-edge technology. Under his leadership, Fyber N.V. reached profitability for the first time as a combined company. In May 2021, Fyber N.V. was acquired for $600 million by a multi-billion dollar media and advertising solutions company, Digital Turbine (Nasdaq:APPS), where he was appointed to serve as a strategic advisor supporting the integration. Prior to 2007, Mr. Elul served as a Lieutenant Colonel in Israel’s Reserves Corps. Mr. Elul is a member of the Israeli branch of YPO (Young Presidents’ Organization), a global network of young chief executives, and is deeply involved in the Israeli high tech and startup ecosystem. Mr. Elul is an active investor in Israeli technology companies, with a portfolio of 18 company investments to-date (including several successful exits, such as Spotinst (acquired by Net App for $450 million)) and an investor in seven venture capital firms. He holds an Executive MBA from the Hebrew University which he graduated from with honors.
Sharon Barzik Cohen, 50
Chief Financial Officer and Director
In May 2021, Ms. Cohen joined Qumra Capital, a leading growth capital fund that invests in late stage technology-driven companies, as Partner and Chief Operating Officer. Before Qumra, she was CFO of the Storage Division at Dell EMC in Israel, having previously served since 2011 as CFO of XtremIO, which developed all flash advanced storage solutions and was acquired by EMC in 2012 for $430M, one of the largest acquisitions in the Israeli tech market at the time. In this role Ms.Cohen oversaw global finance teams worldwide, and was a member of the Dell Israel leadership team. Prior to 2011, Ms. Cohen was CFO of N-trig, a developer of transparent electromagnetic digitizers for the mobile computers market, which was acquired by Microsoft in 2015. From 1996 to 2003, she served as CFO of RadioTel, a leading networking company offering next-generation SDH/Sonet network solutions. Ms. Cohen earned a BA in Psychology, summa cum laude, and an Executive MBA, cum laude, both from Tel Aviv University.
Board of Directors
Izhar Shay, 58
Director Nominee (Chairman)
Mr. Shay currently serves as a venture partner at Disruptive AI, an early stage venture capital firm focused on AI investments. He also is the Chairman of Kendago, a leading digital marketing household and is on the Board of Directors of Aquarius Engine (TASE: AQUA, Developer of a Two Sided Free Piston Linear Engine), Tastewise (an AI based consumer insights platform for Food & Beverage innovation) and Equinom (a food-tech company developing non-GMO plant-based ingredients). From 2020 to 2021, Mr. Shay was Israel’s Minister of Science and Technology. Prior to that Mr. Shay’s professional career included various management and business positions in the Israeli high-tech and venture capital sectors. Previously, he worked as a high-tech entrepreneur and managed a number of companies for nearly ten years in the United States. In 1998, he co-founded Business Layers, a developer of Identity Management software solutions, and served as the company’s CEO until its sale in 2003 to Netegrity (Nasdaq: NETE). From 2004-2005, Mr. Shay served as chairman and CEO of V-Secure Technologies, a developer of Intrusion Prevention products intended to block cyber attacks, which he led through its sale to Radware (NASDAQ: RDWR). In 2006, he joined the international venture capital fund Canaan Partners as a partner and managed its investment activities in Israel until 2014. At that time, Canaan Partners had assets under management of approximately $2.0B. Together with his partner, Ehud Levy, he co-founded Canaan Partners Israel in 2014, which made investments in Israeli technology start-ups, focusing on investments in mobile, digital media, Internet, communications and software. He served as a director at LiveU (acquired by Francisco Partners), Viewbix (acquired by Algomizer), Rollout.io, Drupe, and RegulusX and served as a director at Prime Sense prior to its sale to Apple as well as at N-trig, which was sold to Microsoft. In 2015, Mr. Shay was selected by the Israeli media outlet Geektime to be on the list of the 100 most influential people in the Israeli high-tech. Mr. Shay was elected as a member of the Israeli parliament, where he served from 2019 to 2021. He was a member of the special Coronavirus Cabinet, which was formed by the Israeli government, where he helped lead the national efforts confronting the challenges of the Covid19 pandemic.
Candice Beaumont, 48
Director Nominee
Beginning in October 2020, Candice Beaumont began to serve as an Advisor to Springwater Special Situations Corp. (Nasdaq: SWSSU), a special purpose acquisition company formed to effectuate a merger or similar transaction with one or more businesses, which completed its initial public offering on August 25, 2021 and is currently searching for an initial business combination with a well-positioned business with operational improvements in Europe or elsewhere. Ms. Beaumont is a member of the Board of Directors of Clean Earth Acquisition Corp. (Nasdaq: CLINU), a special purpose acquisition company that is focused on acquiring a company in the clean energy and renewable energy sector, that completed its initial public offering in February 2022. Ms. Beaumont has served since 2016 as Chairman of the Salsano Group, a Panama based family office and conglomerate invested in private equity. From 2003 to present, Ms. Beaumont has served as Chief Investment Officer of L Investments, a single-family office invested in public and private equity. Ms. Beaumont speaks at numerous family office and investment conferences globally, including the Stanford University Graduate School of Business Global Investor’s Forum, is a NYU Stern Family Office Council member serving on the Steering Committee, and is an Advisory Board member of the Family Office Association. From 2012 to 2014, Ms. Beaumont was a member of the board of directors of I2BF Venture Fund II, a Dubai Financial Services Authority regulated clean tech venture capital firm with offices in Dubai, New York and London, as well as an Advisory Board member of The Luxury Fund. Ms. Beaumont remains committed to community and philanthropic causes and serves on the International Council of Advisors for Global Dignity, a charity founded by Crown Prince Haakon of Norway to foster global respect and dignity across all borders, genders, religions and races. Ms. Beaumont was part of the Milken Young Leaders Circle and is a member of the Milken Institute, as well as an active member of Young Presidents Organization. Ms. Beaumont started her career in Corporate Finance at Merrill Lynch in 1996 and worked as an investment banker at Lazard Frères from 1997 to 1999, during which time Ms. Beaumont executed over $20 billion of merger and acquisition advisory assignments. Ms. Beaumont also worked in private equity at Argonaut Capital from 1999 to 2001. Ms. Beaumont obtained a Bachelor in Business Administration from the University of Miami, graduating first in her class with a major of International Finance & Marketing. Ms. Beaumont was Captain of the University of Miami varsity tennis team, where Ms. Beaumont earned Academic All American honors, and is also a former world-ranked professional tennis player. Ms. Beaumont completed Global Leadership & Public Policy for the 21st Century at Harvard Kennedy School in 2015. Ms. Beaumont was honored by Trusted Insight as one of the Top 30 Family Office Chief Investment Officers in 2017 and as a Young Global Leader by the World Economic Forum in 2014. Ms. Beaumont has a broad network of relationships, including investors in private and public equity, leading venture capital firms with compelling pre-initial public offering companies and has expertise sourcing deals, evaluating private and public businesses, and conducting detailed due diligence and risk management.
Peter Cohen, 55
Director Nominee
Mr. Cohen was an investment banker for approximately three decades, advising CEOs and boards of directors on mission critical strategic and financing transactions. Most recently, from 2015 to 2020, he was a Managing Director and Global Head of Media, Entertainment & Sports Investment Banking at Barclays. In this role, he led a team responsible for managing all client coverage efforts for the firm in these sectors globally. He primarily focused on the largest clients in the Diversified and New Media and Sports sub-sectors, specializing in mergers & acquisitions, as well as debt and equity capital raising efforts, on behalf of clients worldwide. From 2009 to 2015, he had similar responsibilities as a Senior Managing Director at Blackstone. Mr. Cohen started his investment banking career at JP Morgan in 1993. Some of the more noted transactions he participated in over his thirty year career include: representing the Los Angeles Dodgers in their sale to Guggenheim Partners, the sale of the Chicago Cubs to the Ricketts family, representing Altice NV in its acquisition of Cablevision Systems Corp., representing Cineworld Group PLC on its acquisition of Regal Entertainment Group, and News Corporation on its acquisition of Dow Jones & Company.
Roy Zisapel, 51
Director Nominee
Mr. Zisapel is a co-founder of Radware (NASDAQ: RDWR), a leader of cybersecurity and application delivery solutions for physical, cloud and software-defined data centers. Mr. Zisapel has served as President and Chief Executive Officer of Radware since the company’s inception in April 1997, and he is responsible for the overall direction and strategy of the company. Under his leadership, Radware has grown from a startup to a global, Nasdaq-listed industry leader with more than 35 offices and 1,100 employees worldwide. He was instrumental in raising over $200 million for Radware, which included two public offerings: an IPO in September 1999?—?just two and a half years after the company’s inception?—?and a follow-on offering in January 2000. Radware’s growth has paralleled working with some of the most prominent brands in the world, including commercial banks, stock exchanges, retailers, telecom companies and mobile operators. Radware maintains strategic partnerships with Cisco, Checkpoint, IBM, Microsoft, Nokia, SAP and VMWare, among others. Mr. Zisapel has led Radware through several successful acquisitions, including V-Secure Technologies (2005), Covelight Systems (2007), Nortel’s application delivery business, Alteon (2009), and Strangeloop Networks in 2013. Most recently, he oversaw the acquisition of Seculert (2017) and ShieldSquare (2019). From 1996 to 1997, Mr. Zisapel was a team leader of research and development projects for RND Networks Ltd. From 1994 to 1996, Mr. Zisapel was employed as a software engineer for other companies in Israel. Mr. Zisapel graduated summa cum laude with a B.S. degree in mathematics and computer science from Tel Aviv University, where he was honored with the International Wolf Prize for research students. Mr. Zisapel holds several U.S. patents and patent applications in the areas of global load balancing, network proximity, traffic redirection and multi-homing.
Daniel Recanati, 45
Director Nominee
Mr. Recanati is the founder & CEO of Rhodium, a privately-owned investment firm with a diverse portfolio including some of Israel’s most promising companies. Mr. Recanati founded and invested in numerous tech ventures from early stage to growth, across different sectors such as fintech, foodtech, cyber, AI, digital media, e-commerce, automotive, communication and mobile. Mr. Recanati is an early investor in successful Israeli companies such as Outbrain (NASDAQ:OB), eToro, Yotpo, Storedot, Celsius, Face.com (acquired by Facebook), Hopstop (acquired by Apple), Zooz (acquired by PayU), Rounds (acquired by Kik), Hexatier (acquired by Huawei), IMGN (acquired by WarnerMusic) and Compass (acquired by Sage). For over two decades, Mr. Recanati has been focusing on accelerating social impact through technology, by co-founding and being closely involved in a variety of community organizations. Mr. Recanati serves on the board of The Yahel Foundation, the Recanati family philanthropy foundation, which aims to narrow social gaps by driving social processes and supporting non-profit organizations that advance education, welfare and health. Mr. Recanati also serves on the board of MadaTech?—?The Israel National Museum of Science Technology and Space. Mr. Recanati co-founded and serves on the board of Apple Seeds Academy (“Tapuah”), an Israeli nonprofit organization that was founded with the aim of bridging between Israel’s growing tech sector and the digital peripheries. He also serves on the board of “Ogen”- A non-profit social lending enterprise, providing affordable credit to disadvantaged segments of the Israeli public. Mr. Recanati holds an LLB and BA from the Reichman University, Herzliya.
