Israel Acquisitions, Gadfin enter into definitive business combination agreement

Israel Acquisitions (ISRL) Corp. and Gadfin announced the entry into a definitive business combination agreement reflecting a total equity value of Gadfin of up to $200M. The combined company will trade on Nasdaq and leverage Gadfin’s technology augmented with the expertise of the ISRL team. The company said, “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.” Transaction Details: 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 $15M 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 greater than5% 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.