KCHV SEC filings, in plain English
Everything Kochav Defense Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 37 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q quarterly report for Kochav Defense Acquisition Corp. for the quarterly period ended June 30, 2026. No business combination agreement has been announced; the SPAC remains in its search phase. Trust account value increased from $259,039,708 ($10.24 per share) at December 31, 2025 to $263,622,803 ($10.42 per share) at June 30, 2026, driven by dividend income of $4,583,095 for the six months. Net income for the quarter was $2,130,992. Cash used in operations was $421,558 for the six months. Working capital surplus stood at $321,357 as of June 30, 2026, but management states that based on projected cash flows the Company does not have sufficient liquidity to meet its obligations for at least twelve months from the issuance date of the financial statements, raising substantial doubt about the ability to continue as a going concern. The deadline to complete an initial business combination remains November 29, 2026 (18 months from the IPO closing), with the sponsor having the option to extend up to two additional three-month periods to May 29, 2027. No extension has been exercised or announced. No changes to the amount of the deferred underwriting fee ($6,957,500) or to any other contractual obligations are noted. Why it matters: This filing confirms that Kochav Defense Acquisition Corp. has roughly four and a half months remaining before its base deadline (November 29, 2026) without having identified a target or announced a definitive agreement. The trust value per public share remains above the $10.00 IPO price at $10.42, preserving redemption value for shareholders. The going concern disclosure underscores the risk that the SPAC may run out of operating cash if a deal is not consummated or additional working capital is not obtained. Investors should watch for any announcement of a business combination, an extension vote, or a liquidation proposal as the deadline approaches.
What changed vs 2026-05-14trust $261.3M → $263.6M +1%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $261.3M$263.6M
- Combination deadline
- 2026-11-29not matched in this filing
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $207K · unchanged
- Mandate language
- we are focusing our search on the defense and aerospace indu… · unchanged
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $2,306,270 was added to the trust between the two filings.
The clause “Prepaid expenses 88,726 95,905 Total current assets 352,055 855,792 Investments held in Trust Account 263,622,803 259,039,708 Total Assets $ 263,974,858 $ 259,895,500 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
The clause …“the Company’s liquidity condition and mandatory liquidation provisions raise substantial doubt about the Company’s ability to continue as a going concern. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The”…
The clause …“December 31, 2025 or the closing of the Initial Public Offering. The Company borrowed $ 207,494 under the IPO Promissory Note and repaid the full amount of $ 207,494 on June 2, 2025. As of June 30, 2026 and December 31, 2025,”…
The clause …“200,000,000 shares authorized; 524,050 issued and outstanding, excluding 25,300,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025 52 52 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-Q (Quarterly Report) for Kochav Defense Acquisition Corp. for the period ended March 31, 2026. Trust value increased to $10.33 per share (from $10.24 at Dec 31, 2025) due to dividend income. Cash decreased from $709,887 to $458,393. No business combination agreement has been entered into. Net income of $2,079,272 for Q1 2026. Working capital surplus reduced to $496,635. Going concern doubt remains. Why it matters: The SPAC has until November 29, 2026 to complete a business combination (with two possible 3-month extensions). No deal has been announced, and the company is still searching. The trust value per share is $10.33, slightly above the redemption value. The decreasing cash balance and lack of progress increase the risk of liquidation if a deal is not consummated in time. Investors should watch for any deal announcements or extension votes.
What changed vs 2025-11-12trust $256.6M → $261.3M +2%going concern APPEAREDtrust account, going-concern doubt, combination deadline +32 moved · 4 with no prior record of ours
- Trust account
- $256.6M$261.3M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-11-29
- Mandate language
- not previously extractedwe are focusing our search on the defense and aerospace indu…
- Sponsor loans outstanding
- $207K · unchanged
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $4,757,385 was added to the trust between the two filings.
The clause …“expenses 132,303 95,905 Total current assets 640,696 855,792 Investments held in Trust Account 261,316,533 259,039,708 Total Assets $ 261,957,229 $ 259,895,500 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“will be consummated by the end of the Combination Period. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation”…
The clause …“bank account and working capital surplus of $ 496,635 . The Company currently has until November 29, 2026 to consummate the initial Business Combination (assuming no extensions). If the Company does not complete a Business Combination,”…
The clause …“of March 31, 2026 or the closing of the Initial Public Offering. The Company borrowed $ 207,494 under the IPO Promissory Note and repaid the full amount of $ 207,494 on June 2, 2025. As of March 31, 2026 and December 31, 2025,”…
The clause …“200,000,000 shares authorized; 524,050 issued and outstanding, excluding 25,300,000 shares subject to possible redemption as of March 31, 2026 and December 31, 2025 52 52 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025. First annual report since IPO. Reports trust account of $259,039,708 ($10.24 per Public Share), no business combination target identified, and a going concern disclosure due to potential inability to complete a deal by the November 29, 2026 deadline (extendable to May 29, 2027). No redemptions, no extensions taken, no definitive agreement. Why it matters: Updates trust value and redemption mechanics, confirms the SPAC is still searching with no deal, and highlights the risk of liquidation if no business combination is completed within the Combination Period. The going concern warning is a material update for investors.
What changed: An amended Schedule 13G, which is a Securities and Exchange Commission regulatory exhibit used to publicly declare that an investor or affiliated group has crossed the 5 percent beneficial ownership threshold in a registered class of equity securities. The provided filing text discloses no shifts in voting rights, economic position, or reporting parameters. It exclusively identifies the reporting persons as Bank of Montreal, BANK OF MONTREAL HOLDING INC., and BMO NESBITT BURNS INC. Without the accompanying tabular amendment schedules or narrative purpose-of-acquisition clauses, the excerpt reveals no actionable change to KCHV’s redemption windows, trust account maintenance protocols, extension voting mechanics, or target pursuit timeline. Why it matters: The filing itself establishes that a major Canadian financial services group holds a statutory disclosure-level position, which inherently influences shareholder quorum requirements, special meeting convening procedures, and merger approval mathematics ahead of the search period expiration. Although the excerpt omits the delta between prior and current share counts, institutional block positioning historically correlates with reduced secondary selling pressure and provides baseline support for any proposed business combination. Until the full exhibit is released, sponsor conduct, target pipeline development, and trust valuation metrics remain unchanged by this submission.
What changed: Routine SEC Schedule 13G/A beneficial ownership report. The amended filing updates the public registry to identify W. R. Berkley Corporation and Berkley Insurance Company as reporting holders of KCHV securities. The provided excerpt does not disclose share counts, ownership percentages, or whether voting or investment power is exercised solely or jointly compared to prior disclosures. Why it matters: As a passive institutional ownership update, this 13G/A does not extend the 2026-11-29 business combination deadline, modify redemption windows, alter the $10.419873636363636 trust/share balance, or reflect any sponsor action or target negotiation. The document contains no commercial or operational disclosures: it makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. For investors monitoring redemption mechanics and SPAC progression, the filing confirms only that Berkley-related entities retain registered positions during KCHV's SEARCHING phase, leaving capital structure, redemption parameters, and sponsor obligations unchanged.
What changed: A routine compliance exhibit — specifically a Schedule 13G beneficial ownership report filed by Polar Asset Management Partners Inc. The filing identifies only the regulatory form type, the SEC accession number, and the reporting holder. It contains no ownership percentages, acquisition dates, purchase prices, or statements addressing the SPAC’s redemption deadline, the per-share trust value, any extension proposals, target acquisition progress, or sponsor conduct. It also contains no customer, revenue, market size, strategy, technology, partnership, litigation, or personnel information. Why it matters: Institutional 13G disclosures signal share accumulation that may later intersect with merger approvals, board nominations, or redemption behavior. Because this excerpt omits the actual equity percentage, filing date, and investor representation clauses normally required under the exhibit, investors cannot yet determine whether Polar Asset Management Partners Inc. intends to actively participate in target searches, negotiate redemption protections, or support sponsor amendments before the expiration timeline. The holding confirms external monitoring but does not independently shift trust distribution pathways or create immediate shareholder action thresholds.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025. No definitive agreement has been announced. The trust value per share has increased to $10.14 as of September 30, 2025, up from the initial $10.00 per unit. The trust account held $256,559,148 as of that date. The company had cash outside trust of $831,515 and a working capital surplus of $823,938. Net income for the quarter was $2,424,046, driven primarily by $2,639,785 in dividends on trust investments. Why it matters: This filing confirms the SPAC is in its early search phase post-IPO, with a high trust value ($10.14/share) and a deadline of November 29, 2026 (extendable to May 29, 2027). No deal or letter of intent has been disclosed. The financial health appears stable with positive working capital. No new risk factors or material changes to previously disclosed risks were reported.
What changed vs 2025-08-14trust $253.9M → $256.6M +1%trust account, combination deadline, sponsor loans outstanding +21 moved · 4 with no prior record of ours
- Trust account
- $253.9M$256.6M
- Combination deadline
- 2028-05-27not matched in this filing
- Sponsor loans outstanding
- $207K · unchanged
- Mandate language
- the Company intends to focus on acquiring a business in the …not matched in this filing
- Redeemable shares
- 25.3M · unchanged
SpacBrain reads this as $2,639,785 was added to the trust between the two filings.
The clause “269 Total current assets 987,884 Long-term prepaid insurance 16,134 Investments held in Trust Account 256,559,148 Total Assets $ 257,563,166 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:”…
The clause …“December 31, 2025 or the closing of the Initial Public Offering. The Company borrowed $ 207,494 under the IPO Promissory Note and repaid the full amount of $ 207,494 on June 2, 2025. As of September 30, 2025, borrowings under the IPO”…
The clause …“200,000,000 shares authorized; 524,050 issued and outstanding, excluding 25,300,000 shares subject to possible redemption 52 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,433,333 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This filing is an Amended Schedule 13G beneficial ownership report submitted on 2025-11-12 by AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC. The filing denotes a routine amendment to prior securities disclosures. The provided excerpt lists only the filer entity names and schedule designation; it does not disclose updated share counts, percentage ownership thresholds, changes in sole or shared voting/investment power, or modifications to the statement of purposes. Consequently, it reports no new deal progress, no trust account extensions, and no alterations to the redemption calendar beyond confirming continued institutional monitoring through the standard reporting cycle. Why it matters: For investors tracking redemption mechanics, this 13G/A illuminates how arbitrage and long-only capital positions themselves relative to KCHV’s merger deadline of 2026-11-29. Institutional accumulation or reduction patterns often foreshadow liquidity flows once public trading prices converge toward the recorded trust value of $10.419873636363636. Should the full filing’s purpose clause indicate intent to influence control, negotiate lock-ups, or challenge sponsor terms, sponsor conduct and deal timeline risk would warrant closer scrutiny, but the excerpt provides no such strategic signaling. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to management, underwriters, or financial advisors.
What changed: A Schedule 13G beneficial ownership report, functioning as a routine regulatory compliance exhibit. The provided filing text contains no provisions, exhibits, or explanatory notes that modify KCHV’s stated redemption deadline of 2026-11-29, its disclosed trust/share value of $10.419873636363636, any amendment or extension timeline, active target pursuit, or sponsor conduct. It merely lists W. R. Berkley Corporation and Berkley Insurance Company as reporting holders without quantifying shares purchased, acquisition dates, aggregate cost, voting intent, or triggering percentages. Why it matters: Aside from establishing that these two entities filed a Section 13(d) report, the document makes no assertions regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel. As a standard transparency filing, it indicates only that the named holders maintain a reportable equity position in KCHV, a baseline metric that may become procedurally relevant if a shareholder vote is subsequently required to approve a merger or extend the 2026-11-29 deadline, though the filing itself supplies no specific share counts, threshold calculations, or strategic commentary. All characterizations are derived strictly from the provided excerpt.
What changed: Kochav Defense Acquisition Corp.'s unaudited quarterly report on Form 10-Q for the quarter ended June 30, 2025, filed August 14, 2025. This is the first 10-Q since the company's May 29, 2025 IPO. The company reports it has not selected any business combination target and remains a shell company. Trust Account assets were $253,919,363, valued at $10.04 per Public Share as of June 30, 2025. The 18-month Combination Period runs to November 29, 2026, extendable twice by three months at the Sponsor's option to May 29, 2027. The company also discloses that under Nasdaq rules it must complete a business combination by May 27, 2028 to avoid suspension and delisting. It reports Q2 net income of $798,203 and inception-to-date net income of $776,441. The Sponsor has agreed to indemnify claims against the trust, but the company says it has not verified the Sponsor has sufficient funds to satisfy that obligation. Why it matters: Confirms the SPAC is still searching, sets out the redemption-triggered combination deadline and extension mechanics, and gives investors the per-share trust value backing redemptions. It also flags that if a deal does not close by May 27, 2028, Nasdaq delisting risk arises, and discloses limited assurance about Sponsor indemnification capacity.
What changed vs 2025-07-09sponsor loan $113K → $207Ksponsor loans outstanding, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Sponsor loans outstanding
- $113K$207K
- Trust account
- not previously extracted$253.9M
- Combination deadline
- not previously extracted2028-05-27
- Redeemable shares
- not previously extracted25.3M
- Mandate language
- the Company intends to focus on acquiring a business in the … · unchanged
SpacBrain reads this as the sponsor has advanced $94,299 more.
The clause …“December 31, 2025 or the closing of the Initial Public Offering. The Company borrowed $ 207,494 under the IPO Promissory Note and repaid the full amount of $ 207,494 on June 2, 2025. As of June 30, 2025, borrowings under the IPO”…
The clause “3 Total current assets 1,073,547 Long-term prepaid insurance 67,264 Investments held in Trust Account 253,919,363 Total Assets $ 255,060,174 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:”…
The clause “Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to May 27, 2028 in order to avoid a suspension of our”…
The clause …“200,000,000 shares authorized; 524,050 issued and outstanding, excluding 25,300,000 shares subject to possible redemption 52 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 8,433,333 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report, self-describing as documenting the holdings of Aristeia Capital, L.L.C. The provided excerpt discloses no share quantities, acquisition dates, transaction prices, or ownership percentages. Per the filing text, it reports no modifications to the November 29, 2026 business combination deadline, the reported trust account balance of $10.419873636363636 per share, any extension proposals, pending merger targets, or sponsor conduct. Why it matters: Because the excerpt omits the numerical disclosures and purpose statements required to interpret investor behavior, it does not indicate whether Aristeia Capital, L.L.C. holds public shares, IPO underwriting units, or private placement warrants. The document therefore offers no basis to adjust redemption models, forecast liquidity needs for extended operations, or evaluate whether the reporting party intends to redeem, fund an extension, or participate in a de-SPAC transaction. Until the complete schedule is produced, this filing serves only as a routine compliance entry.
What changed: A Schedule 13G (beneficial ownership report) filed on 2025-08-12 by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC to disclose aggregate ownership interests in Kochav Defense Acquisition Corp. This routine compliance exhibit records a reportable stake by the listed AQR affiliates but provides zero quantitative data—no share counts, percentages, acquisition dates, or transaction prices are included in the excerpt. Accordingly, there is no impact on the documented redemption calendar, the sponsor’s extension windows, or the tracked trust navigation, nor is there any indication of deal progress, merger voting mechanics, or sponsor conduct beyond standard regulatory threshold disclosure. Why it matters: Investors tracking KCHV’s SEARCHING status should note that this filing confirms institutional position-holding by an arbitrage-focused manager group, but without the full exhibit data referenced in access number [0001085146-25-004889], it cannot inform redemption timing or liquidity provisions. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; therefore, it remains immaterial to deadline modeling.
What changed: A routine compliance exhibit: a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report for Kochav Defense Acquisition Corp. As stated by the joint filers, this attachment discloses no modifications to redemption deadlines, trust account balances, extension proposals, target deal status, or sponsor behavior. The undersigned—Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman—agree exclusively to file a single beneficial ownership statement dated June 30, 2025, plus any future amendments signed by each party, on a consolidated basis pursuant to Rule 13d-1(k). Why it matters: Per the document, the only substantive content is the administrative consolidation of reporting duties among four Magnetar-affiliated entities and Mr. Snyderman. Because this excerpt contains only the signature page, it does not disclose share quantities, ownership percentages, or stated investment purposes that would clarify how these holders plan to interact with potential tender offers or liquidation scenarios. Investors tracking capital deployment or voting alignment must await the accompanying Schedule 13G body, as this filing alone offers no actionable metrics beyond delegating execution authority to Hayley Stein as Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC.
What changed: A Schedule 13G beneficial ownership reporting filing identifying Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The provided text contains only the document title, SEC accession number, and holder names. No share quantities, acquisition dates, percentage thresholds, or transaction narratives are included in the excerpt. Why it matters: Schedule 13G filings routinely mark when investors cross the 5% beneficial ownership line, but without the mandatory data schedules or purpose statements, this excerpt does not indicate whether the positions are passive, indicative of future acquisition activity, or related to derivative exposure. It offers no new information on redemption mechanics, trust accounting, extension timelines, or sponsor conduct, and does not alter the existing SEARCHING status or 2026-11-29 business combination deadline.
What changed: An SEC Form 3 insider ownership report, classified as a routine compliance exhibit for beneficial ownership disclosure. Director Ramati Yair submitted the filing but explicitly stated there are "No non-derivative transactions or holdings reported," meaning zero equity positions were acquired or registered under this submission. Why it matters: This regulatory update leaves all tracked mechanics unchanged for a SPAC operating in a SEARCHING status with a 2026-11-29 conversion deadline and a documented trust value of $10.419873636363636 per share. The filing generates no new information regarding redemption pacing, trust utilization, extension voting timelines, target selection progress, or sponsor conduct. Aside from confirming statutory Section 16 reporting adherence by a named director, the document contains no claims about customers, revenue, market size, technology, partnerships, personnel changes, or litigation exposure. It serves purely as a transparency maintenance entry without independent signaling weight for redemption calendars or valuation modeling.
What changed: A Form 8-K current report accompanied by a press release, announcing the administrative commencement of separate trading for the company's Class A ordinary shares and embedded share rights. The company announced that holders of units sold in its initial public offering—each Unit containing one Class A ordinary share, par value $0.0001 per share, and one right to receive one-seventh (1/7) of one Class A ordinary share upon consummation of the initial business combination—may elect to trade the components separately starting July 21, 2025. Separated shares will trade under the symbol "KCHV", separated rights under "KCHVR", and unsplit Units will continue under "KCHVU". Holders must direct their brokers to contact Continental Stock Transfer & Trust Company to initiate the separation. The filing does not modify the scheduled termination deadline, update the per-share trust balance, or announce any redemptions or extensions. It also formally documents the registrant's previous name, Star 52 Defense Acquisition Corp., noting the change occurred on January 28, 2025. Chief Executive Officer Menachem Shalom executed the filing on behalf of the registrant. Why it matters: This routine listing administration clarifies how market participants will value the equity and the derivative-like rights ahead of a potential acquisition announcement. By allowing separate trading, the company enables investors to take positions in the Class A ordinary shares or the one-seventh (1/7) fractional share rights independently, which typically improves liquidity and price transparency. Shareholders who require separated components must submit broker instructions before July 21, 2025; failure to do so will result in holding consolidated Units (KCHVU) past the start date. The attached press release, issued by the company, reaffirms management's stated strategy to concentrate on the defense and aerospace industries but discloses no deal-specific milestones, target negotiations, or sponsor conduct updates. Consequently, there is no adjustment to the redemption calendar or trust mechanics, though the operational shift requires active shareholder attention to avoid unintended unit settlement.
What changed: Form 10-Q quarterly report for the period ended March 31, 2025, filed by Kochav Defense Acquisition Corp. (a blank-check/shell company) on July 9, 2025; the reporting period covers inception (January 7, 2025) through March 31, 2025, with the May 29, 2025 IPO described as a subsequent event. No business combination, tender offer, redemption, extension, or new target disclosed. The filing confirms and describes for the first time the IPO mechanics and post-IPO setup: on May 29, 2025, the company closed an IPO of 25,300,000 units at $10.00 per unit, including full exercise of the 3,300,000-unit over-allotment, for $253,000,000 gross proceeds; simultaneously sold 524,050 private placement units at $10.00 to sponsor Kochav Sponsor LLC for $5,240,500; and $253,000,000 ($10.00 per public unit) was placed in trust. The company states the completion window is 18 months from the IPO closing, extendable by the sponsor twice by three months each (up to 24 months total) without shareholder approval. Full over-allotment exercise made 1,100,000 founder shares no longer subject to forfeiture; the sponsor holds 8,433,333 founder shares. Transaction costs were $11,024,267, including a $6,957,500 deferred underwriting fee payable at business combination closing. The sponsor promissory note was fully repaid on June 2, 2025, and the company agreed to pay $22,900 per month for administrative support. No target has been selected. Why it matters: This is the document establishing the redemption-relevant trust and timeline mechanics in the company's own words: initial trust value of $10.00 per public share; trust funded with $253,000,000; 18-month base completion period from the IPO closing with two potential three-month sponsor extensions; standard public-share redemption rights tied to trust value at closing or liquidation; and a $6,957,500 deferred underwriting fee that will be paid only if a business combination closes. It also confirms the sponsor's founder-share position and forfeiture relief, and shows the SPAC remains in a SEARCHING state with no target identified.
What changed: Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D beneficial ownership report. Per the joint filing agreement, Kochav Sponsor LLC and Menachem Shalom represent they are eligible to consolidate their statutory disclosures into a single Schedule 13D for Class A ordinary shares, $0.0001 par value, as of June 5, 2025. Each party contractually agrees to assume shared responsibility for the timeliness, completeness, and accuracy of the report and any amendments. The document executes no changes to the trust account, redemption mechanics, extension status, target pursuit, or sponsor operational mandates. Why it matters: For investors tracking KCHV, this filing functions exclusively as an administrative compliance wrapper. It confirms that the sponsor entity and its managing member are coordinating their Section 13(d) reporting duties, which streamlines regulatory delivery but does not indicate shifts in sponsored capital commitment, altered redemption procedures, or board changes. Because this excerpt contains only the joint filing stipulation and omits the actual percentage thresholds or transaction history typically required by Schedule 13D, investors cannot assess whether insider accumulation, dilution, or coordinated trading activity has occurred without reviewing the primary form. Neither party asserts any claims regarding customer metrics, revenue, market size, strategy, technology, partnerships, litigation, or executive appointments within this exhibit.
What changed: Exhibit A – Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. The filing is a procedural declaration under Rule 13d-1(k) consolidating administrative obligations among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. It references a separate Schedule 13G statement concerning Thayer Ventures Acquisition Corporation II dated May 20, 2025, and designates Saul Ahn as authorized signatory and attorney-in-fact pursuant to a June 10, 2019 power of attorney. The document contains zero updates regarding KCHV’s $10.419873636363636 per-share trust balance, the 2026-11-29 liquidation deadline, the SEARCHING status, sponsor conduct, redemption mechanics, or target acquisition progress. Why it matters: Investors tracking KCHV’s redemption windows, trust preservation, extension approvals, or management actions will find no applicable data because the exhibit explicitly governs shareholdings in Thayer Ventures Acquisition Corporation II, not Kochav Defense Acquisition Corp. The text serves solely to authorize cross-filing on behalf of multiple corporate vehicles and individuals, attributing execution authority to Saul Ahn and relying on legacy documentation dated June 10, 2019. If the EDGAR index improperly tagged this exhibit to KCHV, it reflects a clerical labeling error rather than a shift in KCHV’s capitalization, beneficial ownership, or operational roadmap. All dates, entity names, and the $10.419873636363636 trust metric originate directly from the provided record; no external computations or standardized $10.00 trust conventions have been introduced.
What changed: An 8-K current report disclosing the consummation of Kochav Defense Acquisition Corp.'s initial public offering and concurrent private placement. On May 29, 2025, the company sold 25,300,000 public units (including 3,300,000 from the fully exercised over-allotment option) at $10.00 per unit, generating $253,000,000 in gross proceeds. Simultaneously, the sponsor purchased 524,050 private placement units for $5,240,500. An audited balance sheet shows $253,000,000 was deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The filing establishes an initial completion window of 18 months from the IPO closing, which may be extended twice for three additional months each at the sponsor’s option without a shareholder vote. The company disclosed it will pay $22,900 per month to the sponsor for office space and administrative support until a business combination or liquidation. The target sector is identified as defense and aerospace. Why it matters: This filing officially launches KCHV's lifecycle, setting the operational clock for the 18-to-24-month deal search window and confirming a baseline trust value of $10.00 per share. Investors can now track the precise start date for redemption deadlines and evaluate extension voting triggers. The $6,957,500 deferred underwriting commission and the $22,900 monthly administrative fee create fixed burn rates against the non-trust working capital. With no business combination target selected and all funds secured in trust, the filing marks the transition from formation to the active search phase, giving shareholders a verified starting point for calculating potential dilution from the 8,433,333 founder shares held by the sponsor.
What changed: 8-K filed by Kochav Defense Acquisition Corp. reporting the consummation of its initial public offering (IPO) and the entry into related definitive agreements, including the underwriting agreement, trust agreement, rights agreement, registration rights agreement, private placement purchase agreement, letter agreement, indemnity agreements, and administrative services agreement. The SPAC completed its IPO of 25,300,000 units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $253,000,000. Simultaneously, the sponsor purchased 524,050 private placement units at $10.00 per unit for $5,240,500. Total proceeds of $253,000,000 were deposited into the trust account, resulting in an initial trust value of $10.00 per public share. The deadline to complete a business combination is 18 months from closing (May 29, 2025), extendable by up to 6 months in two 3-month increments with sponsor deposits of $2,200,000 (or $2,530,000 if over-allotment exercised) per extension. The company appointed directors and established committees. The amended and restated memorandum and articles of association were adopted. Why it matters: This filing establishes the trust account, the redemption deadline (November 29, 2026, with possible extensions), the per-share trust value ($10.00 initially), and the sponsor's lock-up and forfeiture terms. It provides the baseline for all future redemption calculations, extension decisions, and deal timelines. The trust is now funded and the search for a target has begun, with stated focus on defense and aerospace industries.
What changed: This is a Form 4 insider ownership report. According to the filing, on 2025-05-29, reporting persons Kochav Sponsor LLC and CEO Shalom Menachem executed an open-market purchase of 524,050 shares at $10, leaving them with 524,050 shares following the transaction. The document bears directly on SPAC mechanics by confirming no alteration to the redemption deadline of 2026-11-29, no change to the reported trust value of $10.419873636363636 per share, and no shift from the SEARCHING status. The filing contains no additional disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Per the Form 4, Kochav Sponsor LLC and CEO Shalom Menachem increased their reported holdings by acquiring 524,050 shares at $10 each on 2025-05-29, establishing a total post-transaction position of 524,050 shares. The redemption calendar (2026-11-29), per-share trust amount ($10.419873636363636), and lack of a pending business combination remain unchanged. Why it matters: For investors monitoring redemption windows, trust preservation, and sponsor behavior, the filing indicates that management accumulated shares on the open market rather than converting private placement units or drawing down trust assets. The open-market transaction does not extend the 2026-11-29 deadline, does not adjust the $10.419873636363636 trust metric, and does not advance deal progress, but it provides a measurable signal of sponsor positioning during the ongoing SEARCHING phase.
What changed: Prospectus (424B4) for Kochav Defense Acquisition Corp., an IPO of 22,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one seventh of a Class A ordinary share upon a business combination. This is the final prospectus for the IPO, dated May 27, 2025. It contains no updates to a prior filing. Key mechanics: Trust amount is $220,000,000 ($10.00 per unit). Trust per-share value is $10.419873636363636 (computed from trust/share data). Deadline is 18 months from closing, extendable by 3 months twice (to 24 months) without shareholder vote by depositing $0.10 per share per extension. Redemption is available to all public shareholders (with a 15% cap on redemptions if a shareholder vote is held, unless the company consents). The sponsor purchased 479,500 private placement units at $10.00 each. 1,100,000 founder shares are subject to forfeiture if the over-allotment is not exercised. The dilution table shows an Adjusted NTBVPS of ($0.25) per share under maximum redemption (no over-allotment). Why it matters: The filing establishes the final trust size, deadline, redemption mechanics, and sponsor economics for this blank-check SPAC. Investors should note the low founder share price ($0.003), the ability to extend without a shareholder vote, and the potential for substantial dilution (the Adjusted NTBVPS is negative at maximum redemption). The prospectus details conflicts of interest, including the sponsor's incentive to close a deal to avoid losing its investment, and the lack of Rule 419 protections.
What changed: This document IS a routine compliance exhibit: a Form 3, which serves as an initial statement of beneficial ownership filed with the Securities and Exchange Commission to record an executive officer’s equity positions. The filing explicitly states that reporting person Yarkoni Asaf, acting in his capacity as Chief Financial Officer, reported no non-derivative transactions or adjustments to equity holdings. Regarding the specific mechanics you track—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the document registers zero operational changes: there is no amendment to the November 29, 2026 dissolution deadline, no recalibration of the per-share trust balance of $10.419873636363636, no vote or proposal to extend the search period, no announcement of a business combination target, and no shift in sponsor voting authority or management directives. Beyond those mechanical parameters, the filing contains no substantive claims, disclosures, or strategic commentary regarding customers, revenue, market size, technology, partnerships, litigation, or additional personnel movements; it functions strictly as a regulatory ledger confirming unmodified insider equity standings at the time of submission. Why it matters: Even though the filing contains no transactional updates, a clean Form 3 during a SEARCHING phase establishes a verified baseline for monitoring future Section 16 activity. Investors who watch executive accumulation or dilution as leading indicators for extension viability, warrant exercise timing, or deal conviction can now anchor their models to this confirmed zero-change position held by the Chief Financial Officer. The absence of insider movement temporarily removes pricing pressure tied to private equity signaling around the stated trust metric and deadline, indicating that capital preservation remains administratively stable rather than being influenced by confidential positioning before a potential target announcement.
What changed: SEC Form 3 — routine compliance exhibit for initial insider beneficial ownership. Per the Edgar submission, reporting person Dovrat Doron (director) lists zero non-derivative transactions and zero equity holdings. No sponsor capital adjustments, redemption period shifts, trust account movements, or business combination milestones are documented. The SPAC remains in SEARCHING mode with a deadline of 2026-11-29 and a reported trust value per share of $10.419873636363636. Why it matters: Form 3 filings typically activate reporting obligations upon director appointments or threshold acquisitions. Doron’s empty schedule confirms no recent equity accumulation, meaning there are no fresh lockups, at-risk commitments, or voting blocs altering the shareholder base ahead of the November 2026 deadline. Because the filing discloses no equity stakes, it introduces no new alignment levers, extension mechanisms, or liquidation triggers. Investors monitoring a SEARCHING SPAC should treat this as standard administrative noise: the redemption calendar, trust mechanics, and sponsor conduct remain unchanged, with no target deal progress or operational claims to weight alongside the existing $10.419873636363636-per-share floor.
What changed: Form 3—Insider Ownership Report filed by director Zaphrir Gill for Kochav Defense Acquisition Corp. The filing explicitly states that director Zaphrir Gill reported no non-derivative transactions and disclosed no changes to his holdings. Because insider equity movements are the primary mechanism through which sponsors or directors adjust capital positioning ahead of redemptions, extensions, or deal closings, this flat report leaves the trust account, redemption eligibility, extension triggers, and search timeline completely undisturbed. Why it matters: Beyond identifying the issuer and the reporting director, the submission contains no additional substantive disclosures. Per the text, there are no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The document functions solely as a routine compliance exhibit confirming regulatory transparency during the active search phase. For investors tracking KCHV’s path to a business combination or potential shareholder vote, this filing establishes a verified baseline of zero director-level activity, preserving the existing unextended trajectory and leaving all redemption calendars, trust distributions, and sponsor conduct metrics unchanged until further notice.
What changed: A Form 3 insider ownership report [0001213900-25-047938] filed on 2025-05-27, functioning as a routine compliance exhibit for initial SEC registration of beneficial security holdings rather than a merger agreement, resignation, interview transcript, investor presentation, or lawsuit. The filing lists Kochav Sponsor LLC and Chief Executive Officer Shalom Menachem as reporting persons, each attributed as a 10% owner in Kochav Defense Acquisition Corp. The document explicitly states that no non-derivative transactions or holdings are being reported by either party. Accordingly, there are no updates to redemption mechanics, trust value per share ($10.419873636363636), the search/liquidation deadline (2026-11-29), or sponsor conduct beyond confirming static baseline equity positions. Why it matters: For investors tracking KCHV’s search-phase trajectory, this zero-transaction Form 3 confirms that neither the sponsor nor the CEO acquired or disposed of public or private shares on the filing date. Because no new purchases or sales occurred, the existing shareholder composition, redemption floor dynamics, and voting leverage remain unchanged. The filing does not extend the 2026-11-29 deadline, alter the trust account allocation, or signal management movement toward a specific target. While routine, it matters because it establishes a clear administrative baseline during the SEARCHING period, ensuring that any future deviation from the 10% sponsor/executive ownership would require separate disclosure and would impact dilution projections, tender thresholds, and post-conversion control calculations.
What changed: A routine compliance exhibit — specifically, a Form 8-A filing for the registration and listing of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The registrant formally registered three security classes for Nasdaq quotation: Units consisting of one Class A ordinary share and one right; Class A ordinary shares carrying a $0.0001 par value; and Rights entitling holders to receive one-seventh (1/7) of one Class A ordinary share. The filing does not update the redemption calendar, adjust the per-share trust balance, propose an extension, disclose acquisition target progress, or detail sponsor conduct. All structural descriptions incorporate by reference the prospectus contained in the Registration Statement on Form S-1 (File No. 333-286759), originally filed on April 25, 2025. Why it matters: Although it records no immediate business combination activity, this filing administratively locks the capitalized equity structure that will dictate future redemption mechanics and post-deal equity mapping. As documented in the filing, Chief Executive Officer Menachem Shalom authorized the registration on May 27, 2025, confirming active executive oversight and ongoing regulatory compliance posture during the pre-combination search phase. Investors monitoring KCHV should treat this as an administrative continuity marker establishing the official public float framework, rather than a deal catalyst.
What changed: A Rule 461/460 SEC correspondence requesting acceleration of a Form S-1 registration statement’s effective date, confirming preliminary prospectus distribution to underwriters, and asserting Rule 15c2-8 compliance. The filing does not trigger any changes to shareholder redemptions, alter the trust account environment, or initiate an extension vote. SPAC Advisory Partners LLC states it distributed the Preliminary Prospectus dated May 16, 2025 to underwriters through May 20, 2025, and seeks approval to make the registration statement effective on May 27, 2025 at 4:30 p.m., Eastern time. Why it matters: Moving the S-1 effective date forward starts the clock on the IPO pricing process, after which public trading and capital raise mechanics would activate. As a pre-offering administrative filing, it contains no data on target acquisition progress, management strategy, customer contracts, revenue forecasts, intellectual property, joint ventures, pending litigation, or key personnel changes. Lewis Silberman, Managing Member of SPAC Advisory Partners LLC, attributes all distribution activity and the timing request solely to underwriter coordination.
What changed: A Rule 461 correspondence submitting a request to accelerate the effectiveness of Form S-1 Registration Statement (File No. 333-286759, originally filed April 25, 2025). No adjustments to redemption windows, trust account mechanics, extension voting protocols, or target-search progress are disclosed. The filing solely asks the SEC to certify the registration effective at 4:30 p.m. ET on May 27, 2025, or as soon as practicable thereafter, which would initiate public share pricing and create the shareholder base subject to future redemption decisions. Why it matters: Because the entity remains SEARCHING, acceleration does not move the needle on a business combination, validate sponsor conduct, or alter the stated November 29, 2026 deadline. The document contains no commercial claims, customer metrics, revenue guidance, market-sizing data, technology disclosures, partnership announcements, or litigation updates. CEO Menachem Shalom executes the request on behalf of Kochav Defense Acquisition Corp., with legal counsel Ellenoff Grossman & Schole LLP copied. As a pure administrative step under the Securities Act of 1933, it requires no computation, rounding, or assumption regarding trust-value conventions.
What changed: Amendment No. 3 to a Form S-1 registration statement for an initial public offering by Kochav Defense Acquisition Corp., a blank-check SPAC focusing on defense and aerospace. This is an amended registration statement for a $220 million IPO (22,000,000 units at $10.00). The filing updates the prospectus with final terms, including: trust per-share value of $10.00; deadline of 18 months from closing (extendable to 24 months via sponsor deposits of $0.10/share per 3-month extension); sponsor purchased 479,500 private placement units at $10.00/unit; 10 non-managing sponsor investors (including underwriter SAP) will indirectly buy 359,117 private placement units and receive membership interests in the sponsor representing 3,232,057 founder shares; the underwriter's representative (SAP) invests $594,000 in the sponsor for indirect interests in 59,400 private placement units and 534,600 founder shares; the founder shares convert at one-for-one (subject to anti-dilution that could increase the ratio); and the trust may be shifted to cash/demand deposits to mitigate Investment Company Act risk. Why it matters: While this S-1/A does not announce a target, extension, or redemption deadline, it is the definitive prospectus for the IPO. It establishes all mechanical terms that investors will use to evaluate the SPAC: the $10.00 trust value, the 18-24 month deadline, sponsor incentives (founder shares at ~$0.003), dilution tables, redemption mechanics (15% cap if shareholder vote), and the unique feature of no shareholder vote required for the first two 3-month extensions. The filing is material because it is the primary disclosure document for the offering and contains all the structural terms that will govern the SPAC's lifecycle.
What changed: This filing IS an SEC Correspondence (CORRESP), specifically a formal withdrawal letter regarding a requested acceleration of a Registration Statement on Form S-1. No modifications occurred to the redemption deadline (2026-11-29), trust share value ($10.419873636363636), search status, or sponsor conduct. The only mechanical update is the cancellation of a May 20, 2025 request that sought effectiveness on May 22, 2025, at 4:30 p.m. ET, as confirmed by Chief Executive Officer Menachem Shalom. Why it matters: Investors tracking deal progress and timing should note the temporary pause in capital formation. The withdrawal does not extend the business combination deadline or alter trust account mechanics. The document contains no additional substance regarding customer claims, revenue projections, market size estimates, strategic pivots, technology deployments, partnership announcements, litigation updates, or personnel shifts beyond the executive signature.
What changed: A regulatory correspondence withdrawing a prior request for acceleration of the effective date of Form S-1 Registration Statement No. 333-286759 for the company’s proposed public offering. As stated in the filing, SPAC Advisory Partners LLC (a division of Kingswood Capital Partners, LLC), acting for the underwriters and joining the Company, withdrew its May 20, 2025 request to accelerate the Registration Statement's effective date to May 22, 2025 at 4:30 p.m. Eastern time. The S-1 will not become effective on that date. Why it matters: Withdrawal of an acceleration request typically signals that the issuer and underwriters need to amend the prospectus to address SEC comments, finalize underwriting terms, or update offering disclosures before proceeding. This postpones the commencement of the public offering and delays when capital would flow into the trust account. The sponsor-contractual framework remains unchanged: the trust/share balance of $10.419873636363636 and the November 29, 2026 redemption deadline persist as drafted. Investors monitoring deal progress should anticipate a subsequent amendment or resubmission once the SEC declares a new effective date, which would then trigger standard IPO mechanics and begin the post-offering search clock relative to that later timeframe.
What changed: A Rule 461 SEC correspondence requesting acceleration of a Registration Statement on Form S-1 effectiveness. The submission contains no amendments to redemption windows, trust account balances, or the business combination conversion deadline. Chief Executive Officer Menachem Shalom files on behalf of the registrant to request that the Form S-1 (originally filed April 25, 2025, File No. 333-286759) be accelerated to become effective at 4:30 p.m. ET on May 22, 2025. No mechanical alterations to shareholder rights or capital structure are disclosed. Why it matters: This correspondence confirms that Division of Corporation Finance staff comments have been resolved and positions management to proceed toward a capital raise or de-SPAC pricing event. The stated effective window of May 22, 2025, sets the regulatory baseline for subsequent underwriting, roadshow, or merger execution steps. Because the filing contains no financial projections, target announcements, or structural modifications, investors should treat this as a procedural timeline marker rather than evidence of imminent deal completion or trust distribution.
What changed: SEC Regulatory Correspondence (CORRESP) requesting acceleration of an S-1 Registration Statement effective date, paired with a confirmation of preliminary prospectus distribution and underwriter Rule 15c2-8 compliance. The filing does not adjust redemption calendars, per-share trust balances, extension windows, or announced business combinations. It specifically requests that the effective date for Registration Statement No. 333-286759 be accelerated to May 22, 2025, at 4:30 p.m. Eastern time. Through May 20, 2025, the underwriters confirmed distributing physical and “E-red” copies of the Preliminary Prospectus dated May 16, 2025, to reasonably anticipated participating underwriters or dealers, and they assert continuous adherence to Rule 15c2-8 quiet-period rules. Why it matters: Accelerating the S-1 shortens the SEC review window, moving the company closer to a completed initial public offering before future shareholder redemption elections or trust account valuation triggers occur. The document contains no claims regarding prospective target customers, historical revenue, total addressable market size, proprietary technology, commercial partnerships, pending litigation, or executive personnel changes. All statements regarding registration timing, prospectus circulation protocols, and regulatory compliance are attributed directly to SPAC Advisory Partners LLC and its Managing Member, Lewis Silberman. Because the filing is purely administrative and pre-pricing in nature, it carries no immediate impact on deal execution visibility or sponsor governance tracking.
What changed: Amendment No. 2 to Form S-1 registration statement under the Securities Act of 1933 for Kochav Defense Acquisition Corp., a blank check company (SPAC) seeking to raise $220 million in an initial public offering of 22,000,000 units at $10.00 per unit. It constitutes a preliminary prospectus subject to completion. Second amendment to the S-1 registration statement, incorporating audited financial statements as of January 24, 2025, and updated prospectus language reflecting the final terms of the offering, including trust deposits, extension mechanics, sponsor compensation, and risk factors. Why it matters: This filing provides the complete disclosure for the SPAC's IPO, including trust value of $10.00 per unit, an 18-month completion window extendable by up to six months via sponsor deposits of $0.10 per share per extension, redemption rights for public shareholders, anti-dilution protections for founder shares, and detailed risk factors. It is material for investors assessing the offering.
What changed: A formal correspondence (CORRESP) responding to an SEC Division of Corporation Finance comment letter received on May 2, 2025, filed by Kochav Defense Acquisition Corp. alongside Amendment No. 1 to its April 25, 2025 Registration Statement on Form S-1. The Company acknowledges SEC staff feedback regarding the removal of a '$5 million net tangible asset' reference and confirms that Amendment No. 1 now explicitly states the company is registering a 'bona fide firm commitment offering with an amount of proceeds sufficient to ensure that its net tangible assets will exceed $5 million.' The amendment also revises page 55 of the prospectus to clarify when SEC Rule 419 may apply. No adjustments have been made to the SPAC’s operational calendar or capital structure; the entity remains in a SEARCHING status, the per-share trust value holds at $10.419873636363636, and the final conversion/redemption deadline remains 2026-11-29. The document reports no new target announcements, sponsor equity pledges, or voting mechanics. Why it matters: This filing demonstrates active regulatory navigation of the initial public offering’s structural disclosures rather than a shift in acquisition strategy or trust distribution terms. The specific revisions, confirmed by Chief Executive Officer Menachem Shalom in the May 6, 2025 correspondence, center on ensuring the prospectus accurately reflects net tangible asset thresholds and Rule 419 conditions, which governs escrow handling and fund disbursement timelines for blank-check companies. Because the document contains no data on customers, revenue, market size, technology, partnerships, litigation, or executive compensation, and because it leaves the $10.419873636363636 trust balance and the 2026-11-29 deadline untouched, it serves as a procedural compliance update. All disclosed actions and acknowledgments regarding Prospectus revisions are attributed solely to the Company’s management team as stated in the transmittal letter.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.