Kochav Defense Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sale of Equity Securities On January 7, 2025, Kochav Sponsor LLC, our sponsor, paid $25,000, or approximately $0.007 per share, to cover certain of our offering costs in exchange for 3,835,000 Class B ordinary shares, or founder shares. In April 2025, we issued an additional 4,598,333 founder shares to our sponsor in a share capitalization, resulting in our sponsor holding an aggregate of 8,433,333 founder shares. As a result, our sponsor paid approximately $0.003 per founder share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances. The founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. Subsequent to the quarterly period covered by this Report, on May 29, 2025, the Company consummated its Initial Public Offering of 25,300,000 Units, including the exercise in full by the underwriters of an option to purchase up to 3,300,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000. Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 524,050 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Use of Proceeds Following the closing of our Initial Public Offering on May 29, 2025, a total of $253,000,000 of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes up to $6,957,500 in the aggregate of the representative’s deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. 17 The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination. There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time. For a further description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures None