false --12-31 2024 FY 0001434524

 0001434524

 2024-01-01
 2024-12-31

 0001434524

 2024-06-30

 0001434524

 2025-05-28

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x

 ANNUAL REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________
to _______________

 Commission file number 001-35521

 CLEARSIGN TECHNOLOGIES CORPORATION

 (Exact name of registrant as specified in its
charter)

 Delaware

 (State
or other jurisdiction of
 incorporation or organization)

 26-2056298

 (I.R.S. Employer

 Identification No.)

 8023 East 63 rd Place, Suite 101

 Tulsa, Oklahoma 74133

 (Address of principal executive offices)

 (Zip Code)

 ( 918) 236-6461

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on

 which registered

 Common Stock

 CLIR

 The Nasdaq Stock Market
 LLC

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No x

 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements
for the past 90 days. Yes x
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No.

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer x

 Smaller reporting company x

 Emerging growth company

 If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
No x

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

 As of June 30, 2024, the aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant, computed by reference to the last sale price of the common equity
was $ 33,474,132.

 Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

 As of May 28, 2025, the registrant has 52,422,532
shares of common stock, par value $0.0001, issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Auditor name

 BPM CPA LLP

 Location

 Santa Monica, CA

 Auditor Firm ID

 PCAOB: ID 207

 Technologies Corporation

 EXPLANATORY
 NOTE

 ITEM 14: PRINCIPAL ACCOUNTING
 FEES AND SERVICES

 ITEM 15: EXHIBITS, CONSOLIDATED
 FINANCIAL STATEMENT SCHEDULES

 ITEM 16: FORM 10-K
 SUMMARY

 EXPLANATORY NOTE

 This Amendment No. 1 (this "Amendment,"
or this "report") amends the Annual Report on Form 10-K for the year ended December 31, 2024 of ClearSign Technologies
Corporation (the "Company"), filed with the Securities and Exchange Commission (the "SEC") on March 31, 2025
(the "Original Form 10-K"). The purpose of this Amendment is to amend "Item 14. Principal Accountant Fees and Services"
of Part III of the Original Form 10-K to (i) correct the aggregate fees for professional audit services rendered by BPM
CPA LLP ("BPM"), our independent registered public accounting firm, for the audit of the Company's consolidated financial
statements for the years ended December 31, 2024 and 2023, respectively, and fees billed for other services rendered by BPM during
those periods; and (ii) reflect in "Audit-Related Fees," instead of "All Other Fees," the fees incurred by
the Company in connection with certain professional services rendered by BPM relating to certain equity offerings and the filing of proxy
statements and registration statements with the SEC. In addition, pursuant to the rules of the SEC, "Item 15. Exhibits and
Financial Statement Schedules" of Part III of the Original Form 10-K has been amended to provide currently dated certifications
from the Company's Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002, which are included as Exhibits 31.1, 31.2 and 32.1 hereto.

 Except as stated herein, this Amendment does not
reflect events occurring after the filing of the Original Form 10-K and no attempt has been made in this Amendment to modify or update
other disclosures as presented in the Original Form 10-K.

 Unless otherwise stated or the context otherwise
requires, the terms "ClearSign," "we," "us," "our" and the "Company" refer
to ClearSign Technologies Corporation and its subsidiary, ClearSign Asia Limited.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 The
following table presents aggregate fees for professional audit services rendered BPM CPA LLP ("BPM") for the audit of our
consolidated financial statements for the years ended December 31, 2024 and 2023, respectively, and fees billed for other services
rendered by BPM during those periods.

 2024

 2023

 Audit Fees

 $
 95,101

 $
 84,500

 Audit-Related
 Fees

 67,557

 40,665

 Total

 $
 162,658

 $
 125,165

 Audit
Fees. "Audit Fees" are the aggregate fees of BPM attributable to professional services rendered in the fiscal years
ended December 31, 2024 and 2023 for the audit of our annual consolidated financial statements, for review of condensed consolidated
financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided by BPM in connection
with statutory and regulatory filings or engagements for those fiscal years.

 Audit-Related
Fees. "Audit-Related Fees" are attributable to customary agreed upon professional services in connection with our
public offering and concurrent private placement in April 2024, "at the market" offering, the filing of registration
statements on Form S-3 in August 2023 and Form S-8 in 2024 and 2023, and review of our proxy statements for the annual
meetings held on 2024 and 2023.

 Pre-approval Policies and Procedures

 The Audit Committee is required to review and approve
in advance the retention of the independent registered public accounting firm for the performance of all audit and lawfully permitted
non-audit services and the fees for such services. The required pre-approval policies and procedures were complied with during 2024 and
2023.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a) (1) Consolidated Financial Statements

 The financial statements required to be filed as
part of this report are listed and indexed in the Index to Consolidated Financial Statements on page 33 located in the Original Form 10-K.
Financial statement schedules have been omitted because they are not applicable, or the required information has been included elsewhere
in the Original Form 10-K.

 (a) (2) Financial Statement Schedules

 Not applicable.

 (a) (3) Exhibits

 The exhibits required to be filed by Item 15 are
set forth in, and filed with or incorporated by reference in, the "Exhibit Index" of the Original Form 10-K. The
attached list of exhibits in the "Exhibit Index" sets forth the additional exhibits required to be filed with this Amendment
and are incorporated herein by reference in response to this item.

 (b) The exhibits set forth in the following index of exhibits
are filed or incorporated by reference as a part of this Amendment:

 Exhibit

No.

 Description of Document

 2.1**

 Plan of Conversion, dated June 14, 2023 (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).

 3.1**

 Certificate of Incorporation of ClearSign Technologies Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.3 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).

 3.2**

 Certificate of Amendment, as filed with the Secretary of the State of Delaware on June 26, 2024 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).

 3.3**

 Bylaws of ClearSign Technologies Corporation, a Delaware corporation (incorporated by reference to Exhibit 3.4 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).

 3.4**

 Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on June 14, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).

 3.5**

 Articles of Conversion, as filed with the Secretary of State of the State of Washington on June 14, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed with the Securities and Exchange Commission on June 15, 2023).

 4.1**

 Description of Securities of the Company (incorporated by reference to Exhibit 4.1 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2025).

 4.2**

 Form of Common Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 4.3**

 Form of Underwriter's Warrant (incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 4.4**

 Form of Private Warrant (incorporated by reference to Exhibit 4.3 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 4.5**

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 23, 2024).

 4.6**

 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 10.1+**

 Form of Confidentiality and Proprietary Rights Agreement (incorporated by reference to Exhibit 10.6 to the Company's Form 10-K filed with the Securities and Exchange Commission on February 26, 2015).

 10.2**

 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023).

 10.3**

 ClearSign Combustion Corporation 2013 Consultant Stock Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on May 6, 2013).

 10.4+**

 Employment Agreement dated January 28, 2019 between the registrant and Colin James Deller (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on January 30, 2019).

 10.5**

 Stock Purchase Agreement dated July 12, 2018 between the registrant and clirSPV LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on July 17, 2018).

 10.6**

 At-the-Market Sales Agreement, dated December 23, 2020, by and between ClearSign Technologies Corporation and Virtu Americas LLC (incorporated by reference to Exhibit 1.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 23, 2020).

 10.7+**

 ClearSign Technologies Corporation 2021 Equity Incentive Plan (incorporated by reference to Appendix A from the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 7, 2021).

 10.8**

 2021 Equity Incentive Plan Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.13 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.9**

 2021 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.14 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.10**

 2021 Equity Incentive Plan Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.15 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.11+**

 Offer Letter dated October 18, 2021 by and between the Company and Brent Hinds (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021).

 10.12**

 Lease Agreement, entered into as of June 20, 2016, between Paradigm Realty Advisors, L.L.C. and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.18 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.13**

 First Amendment to Lease, entered into as of July 29, 2019, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.19 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.14**

 Second Amendment to Lease, entered into as of January 14, 2020, between Tulsa Portfolio Oklahoma Realty LP and ClearSign Technologies Corporation (incorporated by reference to Exhibit 10.20 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 10.15**

 Purchase Right Waiver of clirSPV LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on May 31, 2022).

 10.16+**

 Amendment to Employment Agreement between the Company and Colin James Deller (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on August 15, 2022).

 10.17**

 Catharine de Lacy's Offer Letter, dated February 20, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on February 24, 2023).

 10.18+**

 Amendment to Offer Letter between the Company and Brent Hinds, dated August 8, 2023 (incorporated by reference to the Company's Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023).

 10.19**

 Form of Warrant Agency Agreement, by and between ClearSign Technologies Corporation and VStock Transfer, LLC (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 10.20**

 Securities Purchase Agreement, dated as of April 19, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 19, 2024).

 10.21**

 Amendment to Securities Purchase Agreement, dated as of April 22, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 23, 2024).

 10.22+**

 David M. Maley's Offer Letter, dated April 23, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 24, 2024).

 10.23**

 Amendment to Warrant Agency Agreement, dated as of May 15, 2024, by and between ClearSign Technologies Corporation and VStock Transfer, LLC (incorporated by reference to Exhibit 10.25 of the Company's Form S-1 filed with the Securities and Exchange Commission on May 20, 2024).

 10.24**

 Securities Purchase Agreement, dated June 24, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).

 10.25**

 Amendment to Securities Purchase Agreement, dated June 26, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Form 8-K filed with the Securities and Exchange Commission on June 26, 2024).

 10.26+**

 G. Todd Silva's Offer Letter, effective as of August 1, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on August 6, 2024).

 19**

 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2025).

 21**

 Subsidiaries of the registrant (incorporated by reference to Exhibit 21 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2022).

 23.1**

 Consent of BPM CPA LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company's Form 10-K filed with the Securities and Exchange Commission on March 31, 2025).

 24.1**

 Power of Attorney (incorporated by reference to the signature page of the Company's Form 10-K filed with the Securities and Exchnage Commission on March 31, 2025)

 31.1*

 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1***

 Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97**

 Clawback Policy (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed with the Securities and Exchange Commission on April 1, 2024).

 104*

 *Filed herewith.

 **Previously filed.

 ***Furnished herewith.

 +Agreement with management or compensatory plan or arrangement

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 CLEARSIGN TECHNOLOGIES CORPORATION

 By:

 /s/ Colin J. Deller

 Colin J. Deller

 Chief Executive Officer

 By:

 /s/ Brent Hinds

 Brent Hinds

 Chief Financial Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 /s/ Colin J. Deller

 Colin J. Deller

 Chief Executive Officer and Director

 (Principal Executive Officer)

 /s/ Brent Hinds

 Brent Hinds

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 /s/ Anthony DiGiandomenico

 Anthony DiGiandomenico, Director

 /s/ Louis J. Basenese

 Louis J. Basenese, Director

 *

 Judith S. Schrecker, Director

 *

 Catharine M. de Lacy, Director

 *

 David M. Maley, Director

 *

 G. Todd Silva, Director

 * /s/ Colin J. Deller

 Colin J. Deller, Attorney-in-Fact


false FY 2024 --12-31 0001837607

 0001837607

 2024-01-01
 2024-12-31

 0001837607

 2024-06-30

 0001837607

 2025-03-21

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 1

 (Mark One)

 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to

 Commission File Number: 001-40021

 AEON Biopharma, Inc.

 (Exact name of registrant as specified in its
charter)

 Delaware

 85-3940478

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification Number)

 5 Park Plaza

 Suite 1750

 Irvine, CA 92614

 (Address of Principal Executive Offices)

 ( 949) 354-6499

 (Registrant's telephone number)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class

 Trading symbol

 Name of Exchange on which registered

 Class A common stock, $0.0001 par value per share

 AEON

 NYSE American

 Securities registered pursuant to Section 12(g) of the Act:
None

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 x

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant
recovery period pursuant to §240.10D-1(b).

 Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x

 The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, based on the closing price of the registrant's Class A common stock on the last business day
of the registrant's most recently completed second fiscal quarter was approximately $ 17.0 million.

 As of March 21, 2025, there were 10,532,802
of the registrant's shares of Class A common stock, $0.0001 par value per share, outstanding.

 Auditor Name

 Auditor Location

 Auditor Firm ID

 KPMG LLP

 San Diego, California

 EXPLANATORY NOTE

 AEON Biopharma, Inc. (the "Company")
is filing this Amendment No. 1 on Form 10-K/A (this "Amendment") to amend the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2024 (the "Original Filing"), which was originally filed with the U.S. Securities
and Exchange Commission (the "SEC") on March 24, 2025 (the "Original Filing Date"). The sole purpose of this
Amendment is to supplement the Exhibits contained in Item 15(b) of Part IV of the Original Filing to (a) include Exhibit 3.1.1, the Company's
Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, which was inadvertently omitted in the Original
Filing, (b) include Exhibit 3.2.1, the Company's Amendment to Amended and Restated Bylaws (the "Bylaws Amendment"),
which was inadvertently omitted in the Original Filing, and (c) to update Exhibit 4.5, Description of the Company's Securities
Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, to update the description of the quorum requirement for shareholder
meetings, which was effected by the Bylaws Amendment.

 This Amendment is an exhibit-only filing. Except
as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way
any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred
subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company's
other filings with the SEC.

 Pursuant to Rule 12b-15 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications are filed herewith as exhibits to this
Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15(b) of Part IV hereof. Because
no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because
no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 have been omitted.

 Item 15. Exhibits and Financial Statement
Schedules

 (b) Exhibits: See Exhibit Index

 Exhibit

No.

 Description

 2.1*

 Business Combination Agreement, dated as of December 12, 2022, by and among Priveterra Acquisition Corp., Priveterra Merger Sub, Inc. and AEON Biopharma, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp. with the SEC on December 13, 2022)

 2.1(a)*

 Amendment No. 1 to Business Combination Agreement, dated as of April 27, 2023, by and among Priveterra Acquisition Corp., AEON Biopharma, Inc. and Priveterra Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Priveterra Acquisition Corp. with the SEC on May 1, 2023)

 3.1

 Third Amended and Restated Certificate of Incorporation of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 3.1.1

 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company with the SEC on February 24, 2025)

 3.2

 Amended and Restated Bylaws of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 3.2.1

 Amendment to Amended and Restated Bylaws of AEON Biopharma, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed by the Company with the SEC on December 20, 2024)

 4.1

 Warrant Agreement between Priveterra Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of February 8, 2021 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by Priveterra Acquisition Corp. with the SEC on March 28, 2022)

 4.2

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.2 to the Form 10-K filed by Priveterra Acquisition Corp. with the SEC on March 29, 2024)

 4.3

 Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on March 28, 2024)

 4.4

 Senior Secured Convertible Note, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Company with the SEC on April 17, 2024)

 4.5

 Description of AEON Biopharma Inc.'s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 10.1 +

 AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.1(a) +

 Form of Stock Option Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.1(b) +

 Form of Restricted Stock Unit Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.1(c) +

 Form of Restricted Stock Unit Agreement under AEON Biopharma, Inc. Amended and Restated 2019 Incentive Award Plan (409A Deferred Compensation) (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.2 +

 AEON Biopharma, Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.2(a) +

 Form of Stock Option Agreement under AEON Biopharma, Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Form S-4/A filed by Priveterra Acquisition Corp. with the SEC on May 1, 2023)

 10.2(b) +

 Form of Restricted Stock Unit Agreement under AEON Biopharma, Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.7 to the Form S-4/A filed by Priveterra Acquisition Corp. with the SEC on May 1, 2023)

 10.3 +

 AEON Biopharma, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Form S-1/A filed by the Company with the SEC on April 2, 2024)

 10.4 +

 AEON Biopharma, Inc. Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.5 +

 Amended and Restated Employment Agreement, by and between AEON Biopharma, Inc. and Marc Forth (incorporated by reference to Exhibit 10.11 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.6 +

 Employment Agreement, by and between AEON Biopharma, Inc. and Chad Oh (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.7 +

 Employment Agreement, by and between AEON Biopharma, Inc. and Alex Wilson (incorporated by reference to Exhibit 10.13 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.8 +

 Consulting Agreement, by and between AEON Biopharma, Inc. and Eric Carter, M.D., dated January 30, 2020, and amended on January 30 2020 and September 30, 2020 (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024)

 10.9

 Amended and Restated Registration Rights Agreement, dated as of July 21, 2023, by and between AEON Biopharma, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.20 to the Form 8-K filed by the Company with the SEC on July 27, 2023)

 10.10

 Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and ACM ARRT J LLC (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.11

 Termination Agreement, dated March 18, 2024, by and between AEON Biopharma, Inc. and Polar Multi-Strategy Fund (incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.12

 Subscription Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.13

 Security Agreement, dated March 19, 2024, by and among AEON Biopharma, Inc., Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.14

 Guaranty, dated March 19, 2024, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma Sub, Inc. (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.15

 License and Supply Agreement, dated as of December 20, 2019, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma, Inc. (incorporated by reference to Exhibit 10.15 to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.15(a)

 Amendment to License and Supply Agreement, dated as of July 29, 2022, by and between Daewoong Pharmaceutical Co., LTD. and AEON Biopharma, Inc. (incorporated by reference to Exhibit 10.15(a) to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.15(b)

 Second Amendment to the License and Supply Agreement, dated as of January 8, 2023, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., Ltd. (incorporated by reference to Exhibit 10.17(b) to the Form S-1/A filed by the Company with the SEC on April 2, 2024)

 10.15(c)

 Third Amendment to License and Supply Agreement, dated April 24, 2023, by and between Daewoong Pharmaceutical Co. (incorporated by reference to Exhibit 10.17(c) to the Form S-1/A filed by the Company with the SEC on April 2, 2024)

 10.15(d)

 Fourth Amendment to License and Supply Agreement, dated March 19, 2024, by and between AEON Biopharma, Inc. and Daewoong Pharmaceutical Co., LTD. (incorporated by reference to Exhibit 10.4 to the Form 8-K filed by the Company with the SEC on March 19, 2024)

 10.16

 Settlement and License Agreement dated as of June 21, 2021, by and between AEON Biopharma, Inc. and Medytox, Inc. (incorporated by reference to Exhibit 10.16 to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.16(a)

 Amendment to Settlement and License Agreement, dated as of May 5, 2022, by and between AEON Biopharma, Inc. and Medytox, Inc. (incorporated by reference to Exhibit 10.16(a) to the Form S-4 filed by Priveterra Acquisition Corp. with the SEC on December 27, 2022)

 10.17

 Sponsor Support Agreement, dated as of December 12, 2022, by and among Priveterra Sponsor, LLC, Priveterra Acquisition Corp., and the other parties thereto (incorporated by reference to Exhibit 10.18 to the Form S-1/A filed by the Company with the SEC on November 24, 2023)

 10.17(a)

 Amendment No. 1 to Sponsor Support Agreement, dated as of April 27, 2023, by and among Priveterra Sponsor, LLC, Priveterra Acquisition Corp., and the other parties thereto (incorporated by reference to Exhibit 10.17 to the Form S-4/A filed by Priveterra Acquisition Corp. with the SEC on May 1, 2023)

 Insider Trading Policy

 21.1

 List of Subsidiaries of AEON Biopharma, Inc. (incorporated by reference to Exhibit 21.1 to the Form 10-K filed by the Company with the SEC on March 24, 2025)

 23.1

 Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Form 10-K filed by the Company with the SEC on March 24, 2025)

 24.1

 Power of Attorney (included on signature page to the Original Filing)

 31.1

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Principal Executive Officer and Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with the registrant's quarterly report on Form 10-K for the year ended December 31, 2024)

 97.1

 AEON Biopharma, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Filed herewith.

 *

 The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

 +

 Indicates a management contract or compensatory plan.

 SIGNATURES

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

 Date: June 11, 2025

 AEON BIOPHARMA, INC.

 By:

 /s/ Robert Bancroft

 Name:

 Robert Bancroft

 Title:

 President and Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ Jennifer Sy

 Name:

 Jennifer Sy

 Title:

 Chief Accounting Officer

 (Principal Financial and Accounting Officer)


false --12-31 2024 FY 0001915328

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 2024-12-31

 isrlu: UnitsEachConsistingOfOneClassaOrdinaryShareAndOneRedeemableWarrantMember

 2024-01-01
 2024-12-31

 isrlu: ClassaOrdinarySharesParValue0.0001PerShareMember

 2024-01-01
 2024-12-31

 isrlu: RedeemableWarrantsEachWholeWarrantExercisableForOneClassaOrdinaryShareEachAtExercisePriceOf11.50PerShareMember

 2024-01-01
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 2024-06-28

 2025-03-31

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31,
2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _______________________
to ____________________________________

 Commission File Number: 001-41593

 ISRAEL ACQUISITIONS CORP

 (Exact name of registration as specified in its charter)

 Cayman Islands

 87-3587394

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 12600 Hill Country Blvd, Building R, Suite 275

 Bee Cave, Texas

 78738

 (Address of principal executive offices)

 (Zip Code)

 ( 800) 508-1531

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading

Symbol(s)

 Name of each exchange on

which registered

 Units, each consisting of one Class A ordinary share and one redeemable warrant

 ISRLU

 The Nasdaq Stock Market LLC

 Class A ordinary shares, par value $0.0001 per share

 ISRL

 The Nasdaq Stock Market LLC

 Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share

 ISRLW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of
the Act: NONE

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (17 CFR §232.405) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large Accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 x

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.

 If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No

 The aggregate market value of the ordinary shares
held by non-affiliates of the registrant, computed as of June 28, 2024 (the last business day of the registrant's most recently
completed second fiscal quarter), was $ 79,855,765 (based on the $11.00 closing sale price of the Registrant's Class A ordinary
shares on such date).

 As of March 31, 2025, there were 1,560,432
Class A ordinary shares, par value $0.0001 per share issued and outstanding.

 Documents incorporated by reference:

 The Annual Report on Form 10-K filed by Israel Acquisitions Corp, filed with the United States Securities and Exchange Commission on March 31, 2025, is hereby incorporated by reference
in its entirety (including into Parts I, II, and III).

 Auditor Firm ID
 Auditor Name
 Auditor Location

 BDO USA, P.C
 New York

 EXPLANATORY NOTE

 Israel Acquisitions Corp (the " Company ")
is filing this Amendment No. 1 on Form 10-K/A (" Amendment No. 1 ") for the year ended December 31,
2024, to amend the Company's Annual Report on Form 10-K, originally filed with the United States Securities and Exchange Commission on March 31, 2025 (the " Original 10-K "), and the Original 10-K is incorporated by reference herein. The Original
Form 10-K omitted Exhibit 97.1, which is the Company's Clawback Policy. The Company is filing this Amendment No. 1
solely to include the omitted exhibit.

 Pursuant to the rules of the SEC, Part IV, Item
15 (Exhibit Index) has also been amended to contain the currently dated certifications from our principal executive officer and principal
financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer
and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.1 and 31.2, respectively. Because no financial
statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with
respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Amendment
No. 1. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we
are not filing any financial statements with this Amendment No. 1.

 This Amendment No. 1 speaks as of the original
filing date of the Original Form 10-K. No other information included in the Original Form 10-K has been modified or updated
in any way. The Original Form 10-K continues to speak as of the date of the original filing, and the Company has not updated the
disclosures contained therein to reflect any events that occurred after the original filing other than as expressly indicated in this
Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's
other SEC filings.

 Item 15. Exhibits, Financial Statement Schedules.

 (a)(3) Exhibits:

 The exhibits listed on the Exhibit Index
(following the signatures section of this report) are included, or incorporated by reference, in this annual report.

 (b) Exhibits:

 See Item 15(a)(3) above.

 SIGNATURES

 Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 Dated: June 23, 2025

 ISRAEL ACQUISITIONS CORP

 By:

 /s/ Ziv Elul

 Name:

 Ziv Elul

 Title:

 Chief Executive Officer and Director

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 By:

 /s/ Ziv Elul

 Chief Executive Officer and Director

 Ziv Elul

 (Principal Executive Officer)

 By:

 /s/ Sharon Barzik Cohen

 Chief Financial Officer and Director

 Sharon Barzik Cohen

 (Principal Financial and Accounting Officer)

 By:

 /s/ Izhar Shay

 Director (Chairman)

 Izhar Shay

 By:

 /s/ Candice Beaumont

 Director

 Candice Beaumont

 By:

 /s/ Peter Cohen

 Director

 Peter Cohen

 By:

 /s/ Roy Zisapel

 Director

 Roy Zisapel

 By:

 /s/ Daniel Recanati

 Director

 Daniel Recanati

 EXHIBIT INDEX

 Incorporated by Reference

 Exhibit
 No.

 Exhibit Description

 Form

 SEC File
 No.

 Exhibit

 Filing
 Date

 1.1

 Underwriting Agreement, dated January 12, 2023, by and among the Company and BTIG, LLC, as representative of the several underwriters.

 1.1

 2.1

 Business Combination Agreement, dated as of January 2, 2024, by and between the Company and Pomvom Ltd.

 2.1

 January 2, 2024

 2.2

 Amendment No. 1 to the Business Combination Agreement, dated April 22, 2024, by and between Israel Acquisitions Corp and Pomvom Ltd.

 2.2

 April 24, 2024

 2.3

 Business Combination Agreement, dated as of January 26, 2025, by and among, Israel Acquisitions Corp and Gadfin Ltd.

 2.1

 January 27, 2025

 3.1

 Third Amended and Restated Memorandum and Articles of Association, dated January 8, 2024

 3.1

 January 11, 2024

 3.2

 Fourth Amended and Restated Memorandum and Articles of Association, adopted on January 6, 2025.

 3.1

 January 10, 2025

 4.1

 Specimen Unit Certificate

 S-1

 4.1

 August 31, 2022

 4.2

 Specimen Class A Ordinary Share Certificate

 S-1

 4.2

 August 31, 2022

 4.3

 Specimen Warrant Certificate (included in Exhibit 4.4)

 S-1

 4.4

 August 31, 2022

 4.4

 Warrant Agreement, dated January 12, 2023, by and between the Company and American Stock Transfer & Trust Company, as warrant agent.

 4.1

 4.5

 Description of Securities

 4.5

 April 17, 2023

 10.1

 Letter Agreement, dated January 12, 2023, by and among the Company, its executive officers, its directors and Israel Acquisitions Sponsor LLC.

 10.1

 10.2

 Investment Management Trust Agreement, dated January 12, 2023, by and between the Company and American Stock Transfer & Trust Company, as trustee.

 10.2

 10.3

 Registration Rights Agreement, dated January 12, 2023, by and among the Company, Israel Acquisitions Sponsor LLC, BTIG, LLC, Exos Capital LLC and JonesTrading Institutional Services LLC.

 10.3

 10.4

 Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and Israel Acquisitions Sponsor LLC.

 10.4

 10.5

 Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and BTIG, LLC.

 10.5

 10.6

 Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and Exos Capital LLC.

 10.6

 10.7

 Private Placement Units Purchase Agreement, dated January 12, 2023, by and between the Company and JonesTrading Institutional Services LLC.

 10.7

 10.8

 Administrative Services Agreement, dated January 12, 2023, by and between the Company and Israel Acquisitions Sponsor LLC.

 10.8

 10.9

 Form of Indemnity Agreement

 S-1

 10.5

 August 31, 2022

 10.10

 Promissory Note, dated January 26, 2022, issued to the Sponsor.

 S-1

 10.7

 March 17, 2022

 10.11

 Securities Subscription Agreement, dated January 26, 2022, between the Company and Israel Acquisitions Sponsor LLC.

 S-1

 10.8

 March 17, 2022

 10.12

 Sponsor Support Agreement, dated January 2, 2024, by and among the Company, Pomvom Ltd. and Israel Acquisitions Sponsor LLC.

 10.1

 January 2, 2024

 10.13

 Form of Transaction Support Agreement.

 10.2

 January 2, 2024

 10.14

 Form of Registration Rights and Lock-Up Agreement.

 10.3

 January 2, 2024

 10.15

 Amendment to the Investment Management Trust Agreement, dated January 8, 2024, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC.

 10.1

 January 11, 2024

 10.16

 Amended and Restated Sponsor Support Agreement, dated April 19, 2024, by and among the Company, Pomvom Ltd. and Israel Acquisitions Sponsor LLC.

 10.1

 May 15, 2024

 10.17

 Promissory Note, dated January 18, 2024, by and between the Company and Israel Acquisitions Sponsor.

 10.5

 May 15, 2024

 10.18

 Promissory Note, dated July 17, 2024, between the Company and Israel Acquisitions Sponsor LLC.

 10.1

 August 14, 2024

 10.19

 Amendment to the Investment Management Trust Agreement, dated January 6, 2025, by and between Israel Acquisitions Corp and Equiniti Trust Company, LLC.

 10.1

 January 10, 2025

 10.20

 Promissory Note dated January 17, 2025, by and between the Company and the Sponsor

 10.1

 January 22, 2025

 10.21

 Form of Sponsor Support Agreement.

 10.1

 January 27, 2025

 10.22

 Form of Transaction Support Agreement.

 10.2

 January 27, 2025

 97.1*

 Clawback Policy

 31.1

 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.1

 March 31, 2025

 31.2

 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 March 31, 2025

 31.3*

 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.4*

 Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Security Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2

 Certification of Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 *Filed herewith

 **

 These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.