TEL-AVIV, Israel, April 24,
2024 /PRNewswire/ -- Israel Acquisitions Corp
(NASDAQ: ISRL) (NASDAQ: ISRLU) (NASDAQ: ISRLW)
("ISRL"), a publicly-traded special purpose acquisition
company, Pomvom Ltd. (TASE: PMVM) ("Pomvom" or the
"Company"), a technology company developing and providing
experiential content to amusement parks and attractions globally,
replacing operative physical solutions, and Present Experience
Ltd., a company organized under the laws of the State of Israel ("Present Experience")
announced today the filing of a confidential draft of a
registration statement of Present Experience on Form F-4 (the
"Registration Statement"), with the U.S. Securities and
Exchange Commission (the "SEC").
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the previously announced
business combination agreement ("Business Combination
Agreement") between ISRL and Pomvom and the transactions
contemplated thereby (the "Transactions"). While the
Registration Statement has not yet become effective and the
information contained therein is subject to change, it provides
important information about ISRL, Pomvom, Present Experience and
the Transactions.
The Transactions are subject to, among other things, approval by
Pomvom and ISRL's stockholders, satisfaction of the conditions
stated in the Business Combination Agreement and other customary
closing conditions, including the Registration Statement being
declared effective by the SEC, the receipt of certain regulatory
approvals, and approval by the Nasdaq Stock Market LLC
("Nasdaq") to list the securities of Present Experience.
Additionally, ISRL and Pomvom entered into Amendment No. 1 to
the Business Combination Agreement (the "Amendment"). The
Amendment (i) extends the deadline for all members of the board of
directors of the post-combination company to be determined to
June 30, 2024, (ii) extends the
deadline for the Benchmark Analysis (as defined therein) to
June 30, 2024, and (iii) extends the
Minimum Equity Financing Proceeds Termination Date (as defined
therein) to August 31, 2024.
About 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 combines 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.
The Company has exclusive agreements with dozens of amusement
parks in Europe, in the
USA and in Japan, and potential access to tens of
millions of visitors each year.
The Company's head office is located in Tel Aviv and it also has offices in
Europe, in the USA and in Japan.
See the Company's website— pomvom.com —for additional
details.
About Israel Acquisitions Corp:
Israel Acquisitions Corp, which is traded on Nasdaq (NASDAQ:
ISRL) (NASDAQ: ISRLU) (NASDAQ: ISRLW), is a Cayman Islands exempted company incorporated
as a blank-check company and formed for the purpose of entering
into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or similar business combination
with one or more businesses or entities. The Company intends to
focus on high-growth technology companies that are domiciled in
Israel, and that either carry out
all or a substantial portion of their activities in Israel or have some other significant Israeli
connection. The management team is led by Chairman, Izhar Shay, Chief Executive Officer,
Ziv Elul, and Chief Financial
Officer, Sharon Barzik Cohen.
Forward-Looking Statements:
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target," "continue,"
"could," "may," "might," "possible," "potential," "predict" or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. ISRL and
Pomvom have based these forward-looking statements on each of its
current expectations and projections about future events. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
operational metrics and the likelihood and ability of the parties
to successfully consummate the Transactions. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of Pomvom's and
ISRL's respective management teams and are not predictions of
actual performance. Nothing in this communication should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may materially differ from assumptions.
Many actual events and circumstances are beyond the control of ISRL
and Pomvom. These forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about ISRL and
Pomvom that may cause each of its actual results, levels of
activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. Such risks and uncertainties include changes in
domestic and foreign business changes in the competitive
environment in which Pomvom operates; Pomvom's ability to manage
its growth prospects, meet its operational and financial targets,
and execute its strategy; the impact of any economic disruptions,
decreased market demand and other macroeconomic factors, including
the effect of a global pandemic, to Pomvom's business, projected
results of operations, financial performance or other financial
metrics; Pomvom's reliance on its senior management team and key
employees; risks related to liquidity, capital resources and
capital expenditures; failure to comply with applicable laws and
regulations or changes in the regulatory environment in which
Pomvom operates; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries
that Pomvom may face; assumptions or analyses used for Pomvom's
forecasts proving to be incorrect and causing its actual operating
and financial results to be significantly below its forecasts,
including as a result of, among other things, the inability to sign
new contracts or secure necessary financial resources as
anticipated; an acquisition not occurring as planned and negatively
affecting operating results; the inability of the parties to
successfully or timely consummate the Transactions, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect Present Experience, which will be the combined
company upon closing of the Transactions, or the expected benefits
of the Transactions or that the approval of the shareholders of
ISRL is not obtained; the risk that shareholders of ISRL could
elect to have their shares redeemed by ISRL, thus leaving Present
Experience with insufficient cash to complete the Transactions or
grow its business; the outcome of any legal proceedings that may be
instituted against Pomvom or ISRL; failure to realize the
anticipated benefits of the Transactions; risks relating to the
uncertainty of the projected financial information with respect to
Pomvom; the effects of competition; changes in applicable laws or
regulations; the ability of Pomvom to manage expenses and recruit
and retain key employees; the ability of ISRL or Present Experience
to issue equity or equity linked securities in connection with the
Transactions or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; a potential U.S. government shutdown; the impact of
certain geopolitical events, including wars in Ukraine and the surrounding region and the war
between Israel and Hamas and
conflict in the Middle East; the
impact of a future pandemic on Pomvom, ISRL or Present Experience's
projected results of operations, financial performance or other
financial metrics, or on any of the foregoing risks; those factors
discussed in under the heading "Risk Factors" in the Registration
Statement (when publicly filed), as may be amended from time to
time, and other documents filed, or to be filed, with the SEC by
ISRL or Present Experience. If any of these risks materialize or
Pomvom's or ISRL's assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Pomvom nor ISRL presently know or that Pomvom and ISRL
currently believe are immaterial that could also cause actual
results to differ materially from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Pomvom's and ISRL's expectations, plans or forecasts of
future events and views as of the date of this communication.
Pomvom and ISRL anticipate that subsequent events and developments
will cause Pomvom's and ISRL's assessments to change. However,
while Pomvom and ISRL may elect to update these forward-looking
statements at some point in the future, Pomvom and ISRL
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Pomvom and ISRL's assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
An investment in Pomvom, Present Experience, or ISRL is not an
investment in any of Pomvom's, Present Experience's, or ISRL's
respective founders' or sponsors' past investments or companies or
any funds affiliated with any of the foregoing. The historical
results of these investments are not indicative of future
performance of Pomvom, Present Experience, or ISRL, which may
differ materially from the performance of past investments,
companies or affiliated funds.
Additional Information and Where to Find It:
Additional information about the Transactions, including a copy
of the Business Combination Agreement, is disclosed in the Current
Report on Form 8-K that ISRL filed with the SEC on January 2, 2024 and is available at www.sec.gov.
The documents filed by the Company with the SEC also may be
obtained free of charge at the Company's website at
https://israelacquisitionscorp.com/ or upon written request to the
Company, 12600 Hill Country Blvd, Building R, Suite 275,
Bee Cave, Texas, 78738. In
connection with the Transactions, the Company confidentially
submitted the Registration Statement, which includes a preliminary
proxy statement/prospectus, with the SEC. The definitive proxy
statement/prospectus will be sent to the shareholders of the
Company. The Company and Pomvom also will file other documents
regarding the Transactions with the SEC. Before making any voting
decision, investors and security holders of the Company are urged
to read the definitive proxy statement/prospectus, when available,
and all other relevant documents filed or that will be filed with
the SEC in connection with the Transactions as they become
available because they will contain important information about the
Transactions.
Participants in the Solicitation
Pomvom, Present Experience, ISRL, Israel Acquisitions Sponsor
LLC and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from ISRL's
shareholders with respect to the Transactions and other matters
described in the Registration Statement. A list of the names of
ISRL's directors and executive officers and a description of their
interests in ISRL is set forth in ISRL's filings with the SEC
(including the Registration Statement, when publicly filed, and
Annual Reports and Quarterly Reports filed by ISRL with the SEC on
Forms 10-K and 10-Q, respectively) and are available free of charge
at the SEC's website located at www.sec.gov, or by directing a
written request to Israel Acquisitions Corp at 12600 Hill Country
Blvd, Building R, Suite 275, Bee Cave,
TX 78738. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests will be included in the definitive proxy
statement/prospectus when it becomes available. Shareholders,
potential investors and other interested persons should read the
definitive proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may
obtain free copies of these documents from the sources indicated
above.
No Offer or Solicitation:
This communication is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Transactions.
This communication shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
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SOURCE Pomvom Ltd.; Israel Acquisitions Corp.
