Strategic partnership to Enhance Drone Delivery Services

Israel Acquisitions Corp. (ISRL) has finalized a business combination agreement with Gadfin Ltd., valuing Gadfin at an remarkable $200 million USD.

This merger will create a unified entity that will be listed on Nasdaq, combining Gadfin’s cutting-edge technology with the strategic insights of the ISRL team.

About Gadfin and ISRL

Gadfin, an innovative Israeli firm, specializes in robust drone delivery systems capable of operating in adverse weather conditions and covering long distances.In contrast, ISRL is a publicly traded special purpose acquisition company (SPAC) focused on strategic investments.

Innovative Technology for Enhanced Logistics

Utilizing patented technology, Gadfin’s drones, powered by hydrogen fuel cells, are designed to transport medical supplies and other substantial cargo over extended ranges, even in challenging environments. This capability positions Gadfin as a frontrunner in the drone logistics sector, enhancing delivery efficiency in both civilian and military applications.

With the merger, Gadfin is poised to implement an ambitious growth strategy, leveraging existing contracts while pursuing new opportunities.

Leadership Insights

Izhar Shay, Chairman of ISRL’s Board, remarked, “This agreement signifies a pivotal moment, aligning perfectly with our initial vision for the SPAC.”

“Gadfin’s hydrogen-powered drones, which facilitate long-range, zero-emission deliveries, position the company to capitalize on numerous growth prospects in the drone logistics market, both domestically and internationally. We are excited to bring this company to Nasdaq.”

Eyal Regev, Founder and CEO of Gadfin, expressed enthusiasm about the merger, stating, “We are excited to announce this partnership, marking a significant milestone for Gadfin and reflecting the confidence shown in us by leaders in the technology and finance sectors in both Israel and the U.S.”

“We are grateful for the trust and expertise of the ISRL team, especially Ziv Elul and Izhar Shay, whose strategic insights will be crucial in propelling Gadfin’s growth.”

“Together, we are dedicated to fostering technological advancements and broadening Gadfin’s global footprint. Our gratitude also extends to the committed teams at both Gadfin and ISRL for their relentless efforts in facilitating this merger.”

Transaction Overview

key details of the transaction include:

• Both ISRL and Gadfin’s Boards of Directors have unanimously endorsed the Business Combination Agreement and signed voting support agreements for the transaction.
• A minimum net cash condition of $15 million is required prior to closing.
• The newly formed company will have a staggered Board of Directors, initially consisting of up to seven members, with one director nominated by ISRL and up to four by gadfin. Two additional directors will be mutually agreed upon. The existing management of Gadfin will led the combined entity.
• The merger is expected to be finalized in the latter half of 2025, pending the fulfillment of all closing conditions, including shareholder approvals and regulatory consents.
• Gadfin’s executives, directors, and shareholders holding over 5%, along with ISRL’s sponsor, will enter a six-month lock-up agreement, followed by a gradual release mechanism post-merger.
• Upon completion, Gadfin will be listed on Nasdaq in the United States.