ISRLF on OTC

Israel Acquisitions Corp

Israel Acquisitions Corp is a blank check company in the Cayman Islands.1 It is headquartered in Bee Cave, Texas.1 Its shares trade on OTC under the symbol ISRLF.1

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Last updated Oct 20, 2026.

Overview

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  • TickerISRLF on OTC1
  • IndustryBlank Checks1
  • HeadquartersBee Cave, Texas1
  • Incorporated inCayman Islands2
  • Business address12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, Tx 787382
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

We are a newly organized blank check company incorporated on August 24, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar combination with one or more businesses or assets, which we refer to throughout this Annual Report on Form 10-K as our initial business combination. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. While we may pursue an initial business combination target in any industry or sector, we intend to focus our search on high-growth technology companies that are domiciled in Israel, that carry out all or a substantial portion of their activities in Israel, or that have some other significant Israeli connection.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income456-$1.2M in 2025+1518% since 2022
-$1.5M-$1.0M-$500.0K02022: -$71.9K-$71.9K20222023: -$1.0M-$1.0M2023+1354%2024: -$1.4M-$1.4M2024+35%2025: -$1.2M-$1.2M2025−17%
Net income456-$510.2K in 2025+609% since 2022
-$2.0M0$2.0M$4.0M$6.0M$8.0M2022: -$71.9K-$71.9K20222023: $6.1M$6.1M20232024: $2.8M$2.8M2024−54%2025: -$510.2K-$510.2K2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Marketing and advertising expense$750$350
Legal and accounting expense$629.8K$748.1K
Dues and subscriptions expense$145.1K$89.7K
Listing fee expense$131.8K$195.0K
Insurance expense$127.9K$240.0K
Loss from operations-$1.2M-$1.4M
Gain on extinguishment of liability$125.7K$0
Dividend income on marketable securities held in Trust Account$528.1K$4.2M
Dividend income on cash equivalents held in money market account$298$7.3K
Interest income$4$3
Other income, net$654.0K$4.2M
Net (loss) income-$510.2K$2.8M

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Corporate structure

Israel Acquisitions Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Israel Acquisitions Corp

  • NINE MASTS CAPITAL Ltd Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest May 29, 2026 (2 filings since May 16, 2025)
  • METEORA CAPITAL, LLC Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest May 15, 2026 (6 filings since Feb 14, 2025)
  • SUSQUEHANNA SECURITIES, LLC Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Nov 13, 2025 (2 filings since Aug 14, 2025)
  • AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Nov 12, 2025 (2 filings since May 13, 2025)
  • WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest May 1, 2025 (2 filings since Oct 16, 2024)
  • PICTON MAHONEY ASSET MANAGEMENT Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Apr 15, 2025 (2 filings since Oct 9, 2024)
  • Barclays Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Mar 21, 2025 (3 filings since Feb 14, 2024)
  • COWEN AND COMPANY, LLC Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Feb 13, 2025 (2 filings since Nov 13, 2024)
  • First Trust Capital Management L.P. Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Feb 7, 2025 (3 filings since Feb 14, 2024)
  • Karpus Management, Inc. Filed SCHEDULE 13G/A on Israel Acquisitions Corp, latest Jan 7, 2025 (2 filings since Nov 13, 2024)
  • HGC Investment Management Inc. Filed SC 13G on Israel Acquisitions Corp, latest Feb 14, 2024
  • Israel Acquisitions Sponsor LLC Filed SC 13D/A on Israel Acquisitions Corp, latest Mar 22, 2023
  • Israel Acquisitions Corp Bee Cave, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Israel Acquisitions Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$6.9K6 Dec 31, 2025$21.3K6 Dec 31, 2024−67.4%

Properties, in its own words

We maintain our executive offices at 12600 Hill Country Blvd., Building R, Suite 275, Bee Cave, Texas 78738. The cost for our use of the office space wass included in the $10,000 per month fee we pay to our Sponsor for office space, administrative and support services pursuant to the Administrative Services Agreement.

On December 31, 2025, the Parties entered into the Administrative Services Waiver whereby the Parties agreed to waive the administrative fees due under the Administrative Services Agreement. Pursuant to the Administrative Services Waiver, the waived administrative fees include (i) the $10,000 per month owed to the Sponsor until the consummation by the Company of an initial business combination or the Company’s liquidation, and (ii) the $240,000 accrued fees to date.

Item 2 of the 10-K filed Mar 31, 2026.3

Leadership

Who has led Israel Acquisitions Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ziv Elul2023

Chief financial officer

  1. Sharon Barzik Cohen2023
2025
Board members and other officers (6)

Timeline

  1. Jun 26, 20268-K Ended a material agreement16
  2. Jun 17, 20268-K Entered a material agreement17
  3. Jun 2, 20268-K Entered a material agreement18
  4. May 15, 20268-K Entered a material agreement19
  5. Apr 17, 20268-K Entered a material agreement20
  6. Mar 17, 20268-K Entered a material agreement21
  7. Mar 9, 20268-K Entered a material agreement22
  8. Jan 22, 20268-K Entered a material agreement; Bylaws or fiscal year changed; Shareholder vote23
  9. Jan 13, 20268-K Listing notice or transfer24
  10. Jan 2, 20268-K Entered a material agreement25
  11. Dec 2, 20258-K Listing notice or transfer26
  12. Nov 4, 20258-K Regulation FD disclosure27
  13. Jan 13, 2023New chief executive Ziv Elul becomes CEO10

Filings

131 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 27 major events, 16 insider forms, 30 large holders, 42 other. The latest 20:

  1. Aug 14, 202610-Q EDGAR
  2. Jun 26, 20268-K EDGAR
  3. Jun 17, 2026425 EDGAR
  4. Jun 17, 20268-K EDGAR
  5. Jun 2, 2026425 EDGAR
  6. Jun 2, 20268-K EDGAR
  7. May 29, 2026SCHEDULE 13G/A EDGAR
  8. May 15, 2026SCHEDULE 13G/A EDGAR
  9. May 15, 202610-Q EDGAR
  10. May 15, 2026425 EDGAR
  11. May 15, 20268-K EDGAR
  12. Apr 17, 2026425 EDGAR
  13. Apr 17, 20268-K EDGAR
  14. Mar 31, 202610-K EDGAR
  15. Mar 17, 2026425 EDGAR
  16. Mar 17, 20268-K EDGAR
  17. Mar 9, 2026425 EDGAR
  18. Mar 9, 20268-K/A EDGAR
  19. Feb 6, 2026SCHEDULE 13G/A EDGAR
  20. Feb 6, 2026SCHEDULE 13G/A EDGAR

The 131 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 18, 2023Greystoke Alexander10% ownerBuy37,500$10.00$375.0KForm 4
Jan 18, 2023Israel Acquisitions Sponsor LLC10% ownerBuy37,500$10.00$375.0KForm 4
Jan 18, 2023Ecalle Charles10% ownerBuy37,500$10.00$375.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Israel Acquisitions Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARIsrael Acquisitions Corp1
  • CIK0001915328
  • Employer ID (EIN)87-35873943
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inCayman Islands3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address12600 Hill Country Blvd, Building R, Suite 275, Bee Cave, TX 787381
  • Phone(512) 287-18711
  • Shares outstanding1,264,572 shares as of Mar 31, 20263
  • Public float$10.1M as of Jun 30, 20253
  • AuditorBDO USA, P.C., New York, New York PCAOB ID 243; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceMar 17, 20221
  • Filings131 in all: 8-K (26), 425 (16), SCHEDULE 13G/A (15), 10-Q (11), 3 (10), SC 13G (7), 4 (6), SCHEDULE 13G (5)1
    All 28 form types

    10-K (4), S-1/A (4), UPLOAD (4), CORRESP (3), DEF 14A (3), PRE 14A (3), 10-K/A (1), 25-NSE (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), EFFECT (1), NT 10-K (1), NT 10-Q (1), PRER14A (1), S-1 (1), SC 13D (1), SC 13D/A (1), SC 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Dec 29, 2025
    Latest 8-K (8-K) Jun 26, 2026

Securities registered for trading

ClassSymbolExchange
Units, each consisting of one Class A ordinary share and one redeemable warrantISRLUNasdaq
Class A ordinary shares, par value $0.0001 per shareISRLNasdaq
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per shareISRLWNasdaq

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Israel Acquisitions Corp names in Item 1A of its 10-K filed Mar 31, 2026: 77 risks under these headings, as written.3

  • Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
  • Risks Relating to our Securities
  • Risks Relating to the Sponsor and Management Team
  • Risks Associated with Acquiring and Operating a Business in Foreign Countries
  • We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Management has determined there is substantial doubt as to our ability to continue as a going concern.
  • Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.
  • Our public shareholders may not be afforded an opportunity to vote on the option to extend the period of time to consummate our initial business combination.
  • Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
  • If we seek shareholder approval of our initial business combination, the Sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
  • The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
The other 68 risks
  • The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • Conditions in Israel, including the ongoing multi-front conflict and the recent escalation of conflict in the Middle East and Southwest Asia, may materially and adversely affect the business of our potential acquisition targets and our search for a business combination.
  • We may not be able to consummate an initial business by April 18, 2026, in which case (unless such date is extended up to January 18, 2027 if we extend the time to complete an initial business combination as described elsewhere in this Annual Report on Form 10-K) we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
  • If we seek shareholder approval of our initial business combination, the Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
  • If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
  • Our securities have been delisted from trading on Nasdaq and trade on OTC Markets, which could limit investors’ ability to make transactions in our securities and make it more difficult to consummate a Business Combination.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • If the net proceeds of the Initial Public Offering and the sale of the Private Placement Units not being held in the Trust Account are insufficient to allow us to operate until April 18, 2026 (or up to January 18, 2027, if we extend the time to complete a business combination), it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from the Sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructure our operations or incur impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
  • If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per public share.
  • Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
  • Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
  • If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
  • Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We may not hold an annual general meeting until after the consummation of our initial business combination.
  • Because we are neither limited to evaluating a target business in a particular industry sector or geographical region nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or is ultimately prohibited.
  • We are not required to obtain an opinion from an independent accounting or investment banking firm, and, consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
  • Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
  • We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
  • We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
  • We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Units, which will cause us to be solely dependent on a single business that may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.20 per share.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • You may experience substantial dilution of our Class A ordinary shares due to anti-dilution provisions in the founder shares.
  • The nominal purchase price paid by the Sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  • The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.
  • We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after the completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
  • Unlike some other similarly structured blank check companies, the Sponsor will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
  • We are not registering the offer and sale of the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
  • Our warrant agreement and rights agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
  • A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
  • We may issue our shares to investors in connection with our initial business combination at a price that is less than the prevailing market price of our shares at that time.
  • Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
  • The U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued in the Initial Public Offering is unclear under current law.
  • Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
  • If we have not consummated an initial business combination by April 18, 2026 (or up to January 18, 2027, if we extend the time to complete a business combination as described elsewhere in this Annual Report on Form 10-K), our public shareholders may be forced to wait beyond such period before redemption from our Trust Account.
  • The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
  • The grant of registration rights to the Sponsor may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
  • We may reincorporate or become a tax resident in another jurisdiction in connection with our initial business combination and such reincorporation or change in tax residency may result in taxes imposed on shareholders and warrant holders.
  • If we take advantage of Nasdaq’s controlled company standards, we would be exempt from various corporate governance requirements.
  • Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • The officers and directors of an acquisition candidate may resign upon the completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • Certain of our executive officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • Our advisors and members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons may have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert our advisors’ and our management’s attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
  • Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

Legal proceedings

We may be a party to various claims and legal proceedings from time to time. We are not subject to any pending material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their capacity as such.

The opening of Item 3, Legal Proceedings.3

Sources

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