Exhibit 1.1

ARTICLES

OF

ICECURE MEDICAL LTD.

(The “Company”)

TABLE OF CONTENTS

Chapter One – General

Law – The provisions of any law applicable in the State of Israel.

Companies Law – The Companies Law, 5759-1999; or any other provision of Law as may replace it.

Securities Law – The Securities Law, 5728-1968, or any other provision of Law as may replace it.

Business Day – A day on which most of the banks in Israel are open for the making of transactions.

Writing – Print and any other form of the printing of words, including documents transmitted in writing by facsimile, letter, telex, electronic mail, by computer or by any other electronic means of communication, which creates, or enables the creation of, a copy and/or printout of the document.

Securities – As defined in Section 1 of the Securities Law.

Legally Incompetent – One who has been declared legally incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.

Companies Ordinance – The Companies Ordinance (New Version), 5743-1983, or any provision of Law as may replace it.

Simple Majority – A majority of more than half of the votes of the shareholders entitled to vote, and who have voted in person or by proxy or by proxy statement, other than abstentions.

Articles – The Company’s articles according to its version provided herein or as duly modified, from time to time, whether expressly or under any Law.

Companies Regulations – Regulations promulgated by virtue of the Companies Law and/or by virtue of the Companies Ordinance.

Securities Regulations – Regulations promulgated by virtue of the Securities Law.

Related Corporation – A corporation which directly and/or indirectly controls the Company and/or any corporation controlled, directly and/or indirectly, by such corporation and/or a corporation controlled by the Company, directly and/or indirectly.

Other than the provision of this section, every word and expression contained herein will have the meaning ascribed to them by the Companies Law, and if they are not ascribed any meaning by the Companies Law, then the meaning ascribed to them by the Companies Regulations, and if they are not ascribed any such meaning, then the meaning ascribed to them by the Securities Law, and if they are not ascribed any such meaning, then the meaning ascribed to them by the Securities Regulations, and if they are not ascribed any such meaning, then the meaning ascribed to them by any other Law, all provided that such ascribed meaning does not contradict the context wherein such word or expression appears or the purpose of the relevant provision of the Articles.

If these Articles refer to a provision of Law, and such provision has been amended or revoked, such provision will be treated as effective and as though it were part of the Articles, unless, as a result of such amendment or revocation, such provision has no force and effect.

The provisions hereof are intended as additional stipulation to the provisions prescribed by the Companies Law. In any event where a provision hereof is contrary to what is permitted under Law, the provisions hereof will be interpreted, as much as possible, in accordance with the provisions of Law.

The Company is a public company.

The Company may make donations even if the donation is not within the framework of business considerations.

The Company will engage in any legal occupation, all as set forth in the Company’s memorandum.

The liability of each of the Company’s shareholders is limited to the repayment of the full amount which that shareholder undertook to pay for the shares issued to it upon the issue.

Unless provided otherwise regarding a specific provision hereof, the Company may modify any provision hereof or replace it with another by a resolution adopted by the general meeting by Simple Majority.

Chapter Two – The Company’s Share Capital

The Company’s board of directors may issue redeemable Securities, with such rights and subject to such terms, as the board of directors will prescribe.

CERTIFICATE OF TRANSFER

I, _________________, ID / Corporation Number _______________ (hereinafter: the “Transferor”), of _________________________, transfer to __________________, ID / Corporation Number _______________ (hereinafter: the “Transferee”), of _________________________, for the amount of NIS _______ which it paid me, _______ Shares of the type _______________, of a nominal value of NIS ______ each, marked by the numbers ______ through ______, inclusive, of _____________________ Ltd. (hereinafter: the “Company”), and they will be held by the Transferee, its administrators, guardians and proxies, on the terms on which I held the Share at the time of the signing hereof, and I, the Transferee, agree to take such Shares on the aforementioned terms and subject to the Company’s articles, as it may be from time to time.

In witness whereof, we have set our hand, on the ____ day of the month of ____________, _______

A transfer of outstanding Shares in full, or of Shares on which the Company has a lien or charge, will have no force and effect, unless approved by the board of directors, who may, at its absolute discretion and without providing any reasons therefor, refuse to register such a transfer.

The board of directors may refuse such transfer of Shares, and the board of directors may also make such transfer of Shares contingent upon an undertaking by the Transferee, in such scope and manner as the board of directors may prescribe, to pay the Transferor’s obligations for the Shares or the obligations for which the Company has a lien or charge on the Shares.

The Company will not issue bearer Share certificates.

The general meeting may resolve to take, at any time, any of the following actions, provided that such resolution of the general meeting was adopted by Simple Majority.

To increase the Company’s registered Share capital, whether or not all the Shares then registered have been issued. The increased capital will be divided into Shares having such ordinary rights, preferred rights, deferred rights or other special rights (subject to special rights of an existing class of Shares) or subject to such terms and conditions with respect to a dividend, the return of capital, voting or other terms, as the general meeting has instructed in its resolution to increase the registered capital. All subject to the provisions of Section 46B of the Securities Law, which provides that the capital of a company whose Shares are first being listed for trade on an exchange will comprise one class of Shares.

To consolidate and redivide its Share capital, all or part thereof, into Shares of a nominal value higher than the one specified in the Articles. In the event that such consolidation results in shareholders the consolidation of whose Shares leaves fractional Shares, the board of directors may, if it obtains the approval of the general meeting therefor in the resolution to consolidate the capital as aforesaid:

In the event that an action under the above Paragraphs B or C requires an additional issue of Shares, then the payment therefor will be made in the manner whereby bonus Shares can be paid for. Such consolidation and subdivision will not be deemed to be a modification of the rights of the Shares which are the subject of the consolidation and subdivision.

To cancel registered Share capital which has not yet been issued, provided that there is no undertaking of the Company to issue such Shares.

To split the Company’s Share capital, all or part thereof, into Shares having a nominal value lower than the one prescribed by the Articles by means of a distribution of the Company’s Shares, all or part thereof, at such time.

Chapter Three – General Meetings

The Company’s resolutions on the following matters will be adopted by the general meeting:

The general meeting may, by Simple Majority of the votes of shareholders who are entitled to vote and who voted, in person or by proxy, to take powers given to another organ and to transfer powers given to the general managers to the power of the board of directors, all regarding a specific matter or for a specific period of time.

The Company is not required to give the shareholders notice of a general meeting, except as required under Law.

A notice of a general meeting will specify the place and date of the meeting’s convening, its agenda, a summary of the proposed resolutions and all the specification required under Law.

The discussion at a general meeting may not be commenced unless a quorum is present at the time of the discussion. Two shareholders who are present in person or by proxy and who hold or represent at least twenty-five percent (25%) of the voting rights in the Company will constitute a quorum. Regarding a quorum, a shareholder or its proxy, who also serves as a proxy for other shareholders, will be deemed to be two or more shareholders, according to the number of shareholders represented by him.

If half an hour has elapsed from the time fixed for the meeting and the quorum is not present, the meeting will be adjourned to the Business Day following the day of the meeting, to the same time and place, or to such other day, time and place as the board of directors will provide in a notice to the shareholders. The Company will give notice, by means of an immediate report, of the meeting’s adjournment and of the date on which the adjourned meeting is to be held.

If a quorum was not present at such adjourned meeting, one shareholder, at least, who is present in person or by proxy, will constitute a quorum, unless the meeting was convened upon requisition of shareholders.

The chairman of the board of directors will preside at every general meeting, and in his absence, it will be presided by one appointed for such purpose by the board of directors. In the absence of a chairman, or if he fails to appear for the meeting after 15 minutes have elapsed from the time fixed for the meeting, the shareholders present at the meeting, in person or by proxy, will choose one of the Company’s directors or officers who are present at the meeting to be the chairman, or, if no director or officer is present or if they have all refused to preside at the meeting, they will chose one of the shareholders present, or one of the officers present, to preside at the meeting.

The chairman of the meeting will have no second or casting vote.

A shareholder may appoint a proxy to participate and vote in its stead, whether at a specific general meeting or at general meetings of the Company in general, provided that a letter of authorization regarding the proxy’s appointment was delivered to the Company at least 48 hours before the date of the general meeting, unless the Company has waived such requirement. A proxy need not be a shareholder of the Company.

If the letter of authorization is not for a specific general meeting, then the letter of authorization deposited before one general meeting will be valid for other general meetings following it as well.

The aforesaid will also apply to a shareholder who is a corporation which appoints a person to participate in and vote at the general meeting in its stead.

The letter of authorization will be signed by the shareholder or the person authorized for such purpose in Writing, and if the appointor is a corporation, will be signed in a way binding upon the corporation. The Company may require that it be provided with written certification, to its satisfaction, of the signatories’ authority to bind upon the corporation. A letter of authorization will be drafted in the form set forth below. The Company’s secretary or the Company’s board of directors may, at their discretion, accept a letter of authorization in a different form, provided that the changes are not material. The Company will only accept an original letter of authorization or a copy of the letter of authorization, provided that it is certified by a notary or attorney holding an Israeli license.

LETTER OF AUTHORIZATION

[Company’s name]

[Company’s address]

Dear Sir/Madam,

Re: Annual/Special General Meeting of ____________________

(the “Company”)

to be Held on __________________ (the “Meeting”)

I the undersigned, _____________, ID No. / Registration No. _____________, of ___________________________ St., being the registered holder of ______________^(*) Ordinary Shares of a nominal value of NIS _____ each, do hereby authorize __________________, ID ^(**) ______________ and/or ________________, ID ________________ and/or _______________, ID _______________, to participate and vote, in my name and in my stead, at the above-captioned Meeting and at any adjournment of the above-captioned Meeting of the Company / in any general Meeting of the Company, until I notify you otherwise.

A vote pursuant to the letter of authorization will be legal even if the appointor had previously died, or became Legally Incompetent, or became bankrupt, or, if it is a corporation – was wound up, or revoked the letter of authorization, or transferred the Share regarding which it was issued, unless written notice of the occurrence of such event was received at the Company’s registered office prior to the meeting.

Subject to the provisions of any Law, the Company’s secretary may, at his discretion, disqualify letters of authorization if there is reasonable concern that such letters are forged or that they were issued by virtue of Shares granted by virtue of other letters of authorization.

Pursuant hereto and to the provisions of the Companies Law and the regulations promulgated thereunder, the Company’s shareholders are given the option of voting at general meetings of the Company, on all subjects required under Law and on such subjects as to which the Company’s board of directors decides from time to time to allow voting by means of proxy statements.

Chapter Four – The Board of Directors

Any notice of a meeting of the board of directors may be given verbally or in Writing, provided that the notice is given at least three Business Days before the date scheduled for the meeting, unless all members of the board of directors or their alternates have agreed to shorten such time.

Such notice will be given in Writing, by facsimile, by electronic mail or by another means of communication, all to such address or facsimile number, electronic mail address or address for the delivery of notices by other means of communication, as applicable, as was provided to the Company by the director upon his appointment, or by written notice to the Company thereafter.

If an alternate or a proxy has been appointed, the notice will be given to the alternate or the proxy, unless the director has given notice that he wishes to be served with the notice himself.

Subject to the provisions of the Companies Law, the board of directors may appoint committees of the board of directors.

The committees of the board of directors will regularly report to the board of directors of their decisions or recommendations according to the board of directors’ determination. The board of directors may revoke a decision made by a committee instructed by it, but such revocation will not impair the effect of any decision made by a committee upon which the Company has acted toward another person, who was not aware of the revocation thereof.

Chapter Five – Officers, Secretary, Controller and Auditor

The board of directors may appoint a secretary for the Company, on such terms as it deems fit, and may appoint an undersecretary and determine their duties and powers. If no secretary has been appointed for the Company, the general manager, or one authorized by him for such purpose, and in the absence of a CEO, one authorized for such purpose by the board of directors, will carry out the duties prescribed for the secretary under any Law, hereunder and pursuant to the decision of the board of directors. The Company’s secretary will be responsible for all the documents kept at the Company’s registered office, and will administer the registers maintained by the Company under Law.

Chapter Six – Reservation and Distribution of the Company’s Capital

A decision of the Company regarding the distribution of a dividend, bonus Shares or any other distribution, including a distribution which does not meet the record profit criterion prescribed by the Companies Law, and the terms thereof, will be adopted by the Company’s board of directors.

The board of directors may, before deciding to distribute a dividend, set aside any amounts out of the profits, as it deems fit, to a general fund or to a reserve fund for the distribution of a dividend, for the distribution of bonus Shares or for any other purpose, as the board of directors will determine at its discretion.

Until application is made of such funds, the board of directors may invest the amounts so set aside and the amounts of the funds in any investment whatsoever, as it deems fit, may deal with such investments, modify them or otherwise apply them, and may divide the reserve fund into special funds and apply any fund or part thereof for the purpose of the Company’s business, without holding it separately from the Company’s other assets, all at the board of directors’ discretion and under such terms as it will provide.

If no other instructions have been issued in the decision to distribute the dividend, any dividend may be paid after deduction of the tax required under any law by means of a payee-only cheque, to be delivered by registered mail according to the registered address of the shareholder entitled thereto or by wire transfer. Any such cheque will be made payable to the order of the person to whom it is sent. An in-specie dividend will be distributed according to the manner prescribed by the decision to distribute.

In the event of registered joint holders, the cheque will be sent to the shareholder whose name is first listed in the register of shareholders regarding the joint holding.

The sending of the cheque to a person whose name is on the record date listed in the register of shareholders as the holder of a Share, or, in the event of joint holders – of one of the joint holders, will constitute a release regarding all the payments made in connection with such Share.

The Company may decide that no cheque will be sent below a certain amount, and the dividend amounts which should have been so payable will be treated as an unclaimed dividend.

The Company may offset, from the amount of the dividend to which a shareholder is entitled, any debt of the shareholder to the Company, whether or not the date for its repayment has arrived.

The board of directors may invest any dividend amount not claimed for one year after having been declared, or otherwise apply it to the benefit of the Company, until it is claimed. The Company will not be required to pay interest or linkage for an unclaimed dividend.

After a year has elapsed from the date of payment of any unclaimed dividend, the Company may use such unclaimed dividend for any purpose whatsoever, and the shareholder entitled to such unclaimed dividend will have no claim and/or suit in connection therewith.

The board of directors may, at its discretion, set aside to special capital funds any amount whatsoever out of the Company’s profits, or from the revaluation of its assets, or its proportionate part in the revaluation of the assets of the companies affiliated thereto, and may designate the purpose of such funds. The board of directors may also cancel such funds.

Issued bonus Shares will be deemed paid up in full.

The board of directors, when deciding to issue bonus Shares, may decide that the Company will transfer, to a special fund designated for the distribution of bonus Shares in the future, such amount as, when turned into Share capital, would be sufficient in order to issue to a person who will, at that time, for any reason whatsoever have a right to purchase Shares of the Company (including a right exercisable only at a later date), such bonus Shares as that person would have been due had he utilized the right to purchase the Shares on the eve of the record date for the right to receive the bonus Shares (hereinafter in this section: the “Record Date”). If, following the Record Date, the holder of said right utilizes his right to purchase the Shares or some thereof, the Company will issue him bonus Shares having a nominal value which he would have been due had he utilized, on the eve of the Record Date, the right to purchase the Shares actually purchased by him. The bonus Shares will entitle the holders thereof to participate in the distribution of dividends starting from such date as the board of directors will determine. Regarding the determination of the amount to be transferred to the aforesaid special fund, any amount transferred to such fund for previous distributions of bonus Shares will be treated as though it has already been capitalized and as though Shares have already been issued therefrom entitling the holders of the right to purchase Shares to bonus Shares.

In order to distribute bonus Shares, the board of directors may settle, as it deems fit, any difficulty which may arise, and may make adjustments, including deciding that no fractional Shares will be distributed, issuing certificates for an aggregate quantity of fractional Shares, selling the fractional Shares and paying the consideration thereof to those entitled to receive the bonus fractional Shares, and deciding that cash payments will be made to the shareholders, or that fractions whose value is lower than an amount to be determined (and, if no such amount is determined, then whose amount is lower than NIS 50) will not be taken into account for the purpose of making such adjustments.

The Company may purchase its own Securities. If the Company has purchased such Securities, it may cancel them.

Chapter Seven – Exemption, Indemnification and Insurance of Officers

The Company may exempt, in advance and retroactively, an officer thereof of its liability, all or part thereof, for damage due to breach of a duty of care toward it, to the fullest extent permitted under any Law.

The Company may indemnify officers thereof to the fullest extent permitted under any Law. Without derogating from the generality of the foregoing, the following provisions will apply:

The Company may undertake in advance to indemnify an officer thereof for liability or an expense as set forth in the above Section 31.1 A., provided that an undertaking to indemnify in advance will be limited to such incidents as, in the opinion of the board of directors, are foreseen in light of the Company’s actual operations at the time that the undertaking to indemnify is given, and to such amount or criterion that the board of directors has determined to be reasonable under the circumstances, and that the undertaking to indemnify will specify the incidents which, in the opinion of the board of directors, are foreseen in light of the Company’s actual operations at the time that the undertaking to indemnify is given, as well as the amount or criterion which the board of directors has determined to be reasonable under the circumstances. The Company may also undertake in advance to indemnify an officer thereof for liabilities or an expense as set forth in the above Sections 31.1 B and 31.1 C.

The Company may retroactively indemnify an officer thereof.

Chapter Eight – Merger, Winding Up and Reorganization of the Company

The majority required for the approval of a merger by the general meeting or by a class meeting will be a Simple Majority.

Chapter Nine – Notices

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