Kochav Defense Acquisition Corp Unit(KCHVU) - 2025 Q1 - Quarterly Report

Part I. Financial Information Financial Statements (Unaudited) Kochav Defense Acquisition Corp., a pre-IPO blank check company, reported total assets of $143,625 and a net loss of $21,762 from inception on January 7, 2025, to March 31, 2025, with initial activities funded by its sponsor Condensed Balance Sheet Condensed Balance Sheet as of March 31, 2025 | Category | Amount ($) | | :--- | :--- | | 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 Statement of Operations (Jan 7, 2025 - Mar 31, 2025) | Metric | Amount ($) | | :--- | :--- | | General and administrative costs | 21,762 | | Loss from operations | (21,762) | | Net loss | (21,762) | | Basic and diluted net loss per share | (0.00) | Condensed Statement of Cash Flows - For the period from inception to March 31, 2025, the company reported zero net cash used in operating activities and had no cash at the end of the period, with all initial expenses covered by non-cash financing activities[18] Non-cash Investing and Financing Activities | Activity | Amount ($) | | :--- | :--- | | 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 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] - 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][91] - 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][69][70] - 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][75] Management's Discussion and Analysis (MD&A) 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] - For the period, the company reported a net loss of $21,762, which consisted entirely of general and administrative costs[101] - 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][104] - 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][111] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - There were no changes in the company's internal control over financial reporting during the period[117] Part II. Other Information Legal Proceedings & Risk Factors 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] - 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - A total of $253 million from the IPO and private placement proceeds was placed in a U.S.-based trust account[124] Other Disclosures and Exhibits 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] - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter[128] - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as exhibits[131]