IPO and Fundraising - The company completed its Initial Public Offering (IPO) on May 29, 2025, raising gross proceeds of $253 million from the sale of 25,300,000 Public Units at a price of $10.00 per unit[20]. - An additional $5.24 million was raised through the sale of 524,050 Private Placement Units at the same price of $10.00 per unit[21]. - A total of $253 million from the IPO and Private Placement has been placed in a Trust Account[22]. - As of December 31, 2025, the company has $259,039,707 available for a Business Combination, excluding redemptions and taxes[61]. - The Trust Account holds $253 million, which can only be invested in U.S. government securities or money market funds until the Business Combination is completed[169]. - The company raised gross proceeds of $253 million from the Initial Public Offering by selling 25,300,000 Public Units at $10.00 each[167]. - The company completed the sale of 524,050 Private Placement Units at $10.00 each, generating additional gross proceeds of $5,240,500[168]. Business Combination Plans - The company must complete its initial Business Combination by November 29, 2026, with a possible extension to May 29, 2027[23]. - The company has until November 29, 2026, to complete its Business Combination, with the option to extend this period by an additional six months[170]. - The company must complete one or more Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[55]. - The company intends to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[56]. - The company may pursue Business Combination opportunities with targets that are financially unstable or in early stages of development, which carries inherent risks[50]. - The company may only complete one Business Combination with the proceeds from the Initial Public Offering and Private Placement, leading to dependency on a single business and potential limited product offerings[132]. Management and Strategy - The management team is focused on acquiring businesses in the defense and aerospace sectors, which are believed to have substantial growth potential[27]. - The company aims to acquire established companies with strong financial performance and free cash flow potential[35]. - The management team believes there is a backlog of companies interested in going public, which may lead to attractive acquisition opportunities[26]. - The management team plans to leverage their extensive network to identify and evaluate potential acquisition opportunities[31]. - The company has developed a broad network of contacts and corporate relationships globally, which provides substantial potential initial Business Combination targets[63]. - The company anticipates receiving proprietary deal flow opportunities due to the track record and business relationships of its management team[65]. Competition and Risks - The company may face intense competition from other SPACs and private investors in identifying suitable acquisition targets[28]. - The company may face increased competition for attractive target businesses, which could lead to higher financial terms demanded by those targets[49]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative public perception of SPAC mergers[127]. - The company may not be able to complete an initial Business Combination due to regulatory review and approval requirements, including foreign investment regulations[131]. - The company may face conflicts of interest due to the management team's obligations to other entities[136]. Financial Performance and Projections - The company generated a net income of $5,535,163 from January 7, 2025, to December 31, 2025, primarily from dividends earned on investments held in the Trust Account[173]. - Total fees incurred during the Initial Public Offering amounted to $11,024,267, including a cash underwriting fee of $3,415,500[174]. - The company has not generated any operating revenues to date and expects to incur increased expenses as a public company[172]. - For the period from January 7, 2025, through December 31, 2025, cash used in operating activities was $490,102[175]. - Cash held outside the Trust Account was approximately $709,887, with a working capital surplus of $694,188[178]. - Management has determined that the company currently lacks the liquidity to sustain operations for at least one year, raising substantial doubt about its ability to continue as a going concern[182]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[87]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any redemption for their shares[103]. - A Public Shareholder is restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent accumulation of large blocks of shares[98]. - The company will not complete the initial Business Combination if the cash required for redemptions exceeds the available cash, and all submitted shares will be returned[97]. - The Redemption Price upon dissolution is estimated to be approximately $10.24 per Public Share as of December 31, 2025[109]. - The company has not guaranteed that the actual per-share redemption amount will not be substantially less than the Redemption Price due to potential creditor claims[109]. Governance and Compliance - The Board of Directors consists of six members, divided into three classes, with each class serving a three-year term[210]. - The Audit Committee is composed of independent directors Doron Dovrat, Yair Ramati, and Gill Zaphrir, ensuring compliance with Nasdaq and SEC rules[213]. - The Audit Committee is chaired by Gill Zaphrir, who qualifies as an "audit committee financial expert" under SEC rules[214]. - The Compensation Committee includes independent directors Doron Dovrat, Yair Ramati, and Gill Zaphrir, with Mr. Ramati serving as chair[216]. - The Compensation Committee has the authority to retain external advisers while ensuring their independence according to Nasdaq and SEC standards[217]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[121].

IPO and Financial Proceeds - The company completed its Initial Public Offering (IPO) on May 29, 2025, raising gross proceeds of $253 million from the sale of 25,300,000 Public Units at a price of $10.00 per unit[109]. - The company incurred total costs of $11,024,267 related to the IPO, which included a cash underwriting fee of $3,415,500 and a deferred fee of $6,957,500[118]. Financial Performance - The company generated a net income of $2,424,046 for the three months ended September 30, 2025, primarily from interest and dividends earned, offset by general and administrative costs[116]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[114]. Assets and Liabilities - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $256,559,148, including approximately $3,556,148 of interest income earned[120]. - As of September 30, 2025, the company had cash held outside the Trust Account of approximately $831,515 and a working capital surplus of $823,938[122]. Business Combination and Obligations - The company has until November 29, 2026, to complete its Business Combination, with the option to extend this period by an additional six months[112]. - The company has a contractual obligation to reimburse the Sponsor $22,900 per month for administrative services until the completion of the Business Combination[128]. - The company may seek Working Capital Loans from the Sponsor or affiliates to fund working capital deficiencies, with up to $1,500,000 convertible into units of the post-Business Combination entity[125]. Accounting Policies and Estimates - The company has identified critical accounting policies that impact the reported amounts of assets and liabilities, income and expenses[135]. - Management estimates and assumptions are based on historical experience and other reasonable assumptions, which could materially affect the financial statements if actual experience differs[136]. - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[137]. - Net income per Ordinary Share is calculated using the two-class method, allocating net income pro rata to different classes of shares[138]. Regulatory and Reporting Standards - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring additional disclosures related to segment expenses and performance[139]. - The company does not believe that any recently issued accounting standards will have a material effect on the financial statements[140]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[141]. Future Expectations - The company expects to incur increased expenses due to being a public company, including legal and financial reporting costs[114].

Financial Performance - The company had a net income of $798,203 for the three months ended June 30, 2025, primarily from interest and dividends, offset by administrative costs of $124,718[113]. - The company generated non-operating income from interest on investments held in the Trust Account, totaling $919,363 for the period from inception through June 30, 2025[114]. - As of June 30, 2025, the company had $927,014 in cash and a working capital surplus of $988,547, indicating sufficient liquidity for operations[123]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, ensuring a clean financial slate[124]. Initial Public Offering (IPO) - Total gross proceeds from the Initial Public Offering amounted to $253,000,000, with 25,300,000 Public Units sold at $10.00 each, including the full exercise of the Over-Allotment Option[116]. - The company incurred total costs of $11,024,267 related to the Initial Public Offering, including $3,415,500 in cash underwriting fees and $6,957,500 in deferred fees[117]. - The underwriters of the Initial Public Offering are entitled to a deferred fee of $6,957,500, payable upon the closing of an initial Business Combination[129]. - The Sponsor has agreed to provide up to $300,000 in loans for Initial Public Offering expenses, with $207,494 borrowed and fully repaid by June 2, 2025[119]. Future Plans and Expenses - The company plans to use substantially all investments in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[120]. - The company expects to incur increased expenses as a public entity, including legal and compliance costs, as it pursues its acquisition strategy[112].

Company Overview - Kochav Defense Acquisition Corp. is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The company intends to focus on the defense and aerospace industries for its initial business combination target [2] Trading Information - Starting from July 21, 2025, holders of the units sold in the initial public offering can separately trade the Class A ordinary shares and rights included in the units [1] - The Class A ordinary shares will trade under the symbol "KCHV" and the rights will trade under the symbol "KCHVR" on the Nasdaq Global Market [1] - Units that are not separated will continue to trade under the symbol "KCHVU" [1]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements) Kochav Defense Acquisition Corp., a pre-IPO blank check company, reported total assets of $143,625 and a net loss of $21,762 from inception on January 7, 2025, to March 31, 2025, with initial activities funded by its sponsor [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) Condensed Balance Sheet as of March 31, 2025 | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Total Current Assets | 25,000 | | Deferred offering costs | 118,625 | | **Total Assets** | **143,625** | | **Liabilities & Equity** | | | Total Liabilities | 140,387 | | Total Shareholder's Equity | 3,238 | | **Total Liabilities and Shareholder's Equity** | **143,625** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) Statement of Operations (Jan 7, 2025 - Mar 31, 2025) | Metric | Amount ($) | | :--- | :--- | | General and administrative costs | 21,762 | | Loss from operations | (21,762) | | **Net loss** | **(21,762)** | | Basic and diluted net loss per share | (0.00) | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) - For the period from inception to March 31, 2025, the company reported zero net cash used in operating activities and had no cash at the end of the period, with all initial expenses covered by non-cash financing activities[18](index=18&type=chunk) Non-cash Investing and Financing Activities | Activity | Amount ($) | | :--- | :--- | | Deferred offering costs in accrued costs | 20,875 | | Deferred offering costs paid via promissory note | 97,750 | | Prepaid expense paid by Sponsor for shares | 25,000 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's status as a Cayman Islands blank check company formed on January 7, 2025, to pursue a business combination, focusing on the defense and aerospace industries, with a $253 million IPO completed post-period and initial funding from its sponsor - The company is a blank check company incorporated on January 7, 2025, intending to focus on acquiring a business in the defense and aerospace industries[21](index=21&type=chunk) - On May 29, 2025, after the reporting period, the company completed its Initial Public Offering (IPO), raising gross proceeds of **$253 million** by selling 25.3 million units at $10.00 per unit[24](index=24&type=chunk)[91](index=91&type=chunk) - Initial liquidity needs were met through a loan of up to **$300,000** from the Sponsor; as of March 31, 2025, **$113,195** was borrowed, and the full borrowed amount of **$207,494** was subsequently repaid on June 2, 2025[35](index=35&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) - The company faces potential adverse effects on its search for a business combination due to geopolitical instability, including the Russia-Ukraine and Israel-Hamas conflicts[74](index=74&type=chunk)[75](index=75&type=chunk) [Management's Discussion and Analysis (MD&A)](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a pre-operational blank check entity, reported a net loss of $21,762 from inception to March 31, 2025, with subsequent IPO proceeds of $253 million placed in a trust account for a future business combination - The company has not engaged in any operations or generated revenue, with activities from January 7, 2025 (inception) to March 31, 2025, limited to organizational and IPO preparatory tasks[100](index=100&type=chunk) - For the period, the company reported a net loss of **$21,762**, which consisted entirely of general and administrative costs[101](index=101&type=chunk) - Post-quarter, on May 29, 2025, the company raised **$253 million** in gross proceeds from its IPO and placed these funds into a trust account[103](index=103&type=chunk)[104](index=104&type=chunk) - Total offering costs amounted to **$11,024,267**, including **$6,957,500** in deferred underwriting fees payable upon the closing of a business combination[104](index=104&type=chunk)[111](index=111&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Kochav Defense Acquisition Corp. is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise required under this Item[113](index=113&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no changes to internal control over financial reporting during the quarter - Based on an evaluation, the company's Certifying Officers concluded that disclosure controls and procedures were effective as of March 31, 2025[115](index=115&type=chunk) - There were no changes in the company's internal control over financial reporting during the period[117](index=117&type=chunk) [Part II. Other Information](index=28&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings & Risk Factors](index=28&type=section&id=Item%201.%20Legal%20Proceedings%20%26%20Item%201A.%20Risk%20Factors) The company reports no legal proceedings and, as a smaller reporting company, is not required to include risk factors in its 10-Q, noting no material changes from its IPO prospectus - The company has no legal proceedings to report[120](index=120&type=chunk) - As a smaller reporting company, the registrant is not required to include risk factors in the report and confirms no material changes to previously disclosed risks[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Prior to the IPO, the sponsor acquired 8,433,333 founder shares for $25,000 and 524,050 private placement units for $5.24 million, with a total of $253 million from IPO and private placement proceeds placed in a trust account for a future business combination - The sponsor, Kochav Sponsor LLC, acquired an aggregate of **8,433,333** founder shares for a total of **$25,000**[122](index=122&type=chunk) - On May 29, 2025, the company sold **524,050** Private Placement Units to the Sponsor at **$10.00** per unit, generating **$5,240,500**[123](index=123&type=chunk) - A total of **$253 million** from the IPO and private placement proceeds was placed in a U.S.-based trust account[124](index=124&type=chunk) [Other Disclosures and Exhibits](index=29&type=section&id=Item%203%2C%204%2C%205%20%26%206) The company reports no defaults on senior securities, no mine safety issues, and no new trading arrangements by officers or directors, with certifications from key officers included as exhibits - The company reports no defaults upon senior securities and no mine safety disclosures[128](index=128&type=chunk) - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter[128](index=128&type=chunk) - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as exhibits[131](index=131&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––– AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 As filed with the U.S. Securities and Exchange Commission on May 22, 2025. Registration No. 333-286759 (I.R.S. Employer Identification Number) 575 Fifth Avenue 14 th Floor New York, NY 10017 (646) 257-4214 (Address, including zip code, and telephone number, including area code, of registrant's principal executive o ...

TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––––––––– AMENDMENT NO. 2 ––––––––––––––––––––––––––––––––––––––– Kochav Defense Acquisition Corp. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––––––––––––––––– As filed with the U.S. Securities and Exchange Commission on May 16, 2025. Registration No. 333-286759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Simon Raftopoulos Alexandra Low Appleby (Caym ...

As filed with the U.S. Securities and Exchange Commission on May 6, 2025. Registration No. 333-286759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ––––––––––––––––––––––––––––––––––––––– Kochav Defense Acquisition Corp. (Exa ...

As filed with the U.S. Securities and Exchange Commission on April 25, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––––––––––––– Kochav Defense Acquisition Corp. (Exact name of registrant as specified in its charter) ––––––––––––––––––––––––––––––––––––––– | Cayman Islands | 6770 | 98-1836086 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Stan ...