Israel Acquisitions Corp. (ISRL) and Gadfin Ltd. have entered into a definitive business combination agreement reflecting a total equity value of Gadfin of up to $200 million USD.
This Business Combination Agreement will form a combined company that will trade on Nasdaq and leverage Gadfin’s innovative technology augmented with the expertise of the ISRL team.
Gadfin is an Israeli technology company specializing in all-weather, long range, heavy-duty, drone delivery for essential cargo, while ISRL is a publicly-traded special purpose acquisition company.
Through Gadfin’s patented technology, its unmanned aerial vehicles which are powered by hydrogen fuel cells can deliver medical supplies and other heavy-duty cargo to long-range destinations and in harsh weather conditions.
Gadfin’s technology makes it possible to significantly improve logistics delivery in both civil uses and combat zones. Gadfin is well-positioned to be a leading player in drone cargo delivery.
Upon completion of the transaction, Gadfin aims to achieve a great growth plan based on existing contracts and potential new wins.
Izhar Shay, Chairman of ISRL’s Board of Directors, commented, “This business combination agreement marks a significant milestone, aligning well with the vision we set forth when launching our SPAC.
“Gadfin’s innovative hydrogen-powered drones, capable of long-range, zero-emission deliveries, position the company to seize numerous growth opportunities in the drone logistics industry, both in the U.S. and globally. We believe this is an exceptional company to take to the Nasdaq.”
Eyal Regev, Gadfin’s Founder and CEO, added, “We are thrilled to announce this business combination, marking a pivotal milestone for Gadfin and underscoring the confidence placed in us by leaders in the hi-tech and financial sectors in Israel and the United States.
“We deeply appreciate the trust and business expertise of the ISRL team, particularly Ziv Elul and Izhar Shay, whose strategic guidance and proven ability to scale businesses will be invaluable in driving Gadfin’s growth.
“Together, we are committed to accelerating technological innovation and expanding Gadfin’s global presence. Our gratitude also extends to the dedicated teams at Gadfin and ISRL for their tireless efforts in advancing this merger.”
Transaction Details can be found below:
- 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.
- Minimum net cash condition precedent to closing of $15 million.
- The combined company’s staggered Board of Directors will initially be comprised of up to seven directors, of which one director will be nominated by ISRL and up to four directors will be nominated by Gadfin. Up to two additional directors will be mutually agreed. Existing Gadfin management will operate the combined company.
- The parties anticipate completing the business combination in the second half of 2025, contingent upon satisfying all closing conditions, including shareholder approvals, regulatory consents, and compliance with legal and tax requirements.
- Gadfin’s officers, directors, and >5% shareholders, as well as ISRL’s sponsor will enter into a 6-month lock-up agreement, followed by a gradual release mechanism, from the closing of the business combination.
- At the closing of the transaction, Gadfin will be listed on Nasdaq in the United States.
