Kochav Sponsor LLC - May 27, 2025 Form 3 Insider Report for Kochav Defense Acquisition Corp. (KCHV)

Role
10%+ Owner
Signature
/s/ Menachem Shalom as Sole Managing Member of Kochav Sponsor LLC
Stock symbol
KCHV
Transactions as of
May 27, 2025
Transactions value $
$0
Form type
3
Date filed
5/27/2025, 08:00 PM
Next filing
May 29, 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Kochav Sponsor LLC 10%+ Owner 575 FIFTH AVENUE, 14TH FLOOR, NEW YORK /s/ Menachem Shalom as Sole Managing Member of Kochav Sponsor LLC 2025-05-27 0002067407
Shalom Menachem Chief Executive Officer, 10%+ Owner 575 FIFTH AVENUE, 14TH FLOOR, NEW YORK /s/ Menachem Shalom 2025-05-27 0002030245

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding KCHV Class B Ordinary Shares May 27, 2025 Class A Ordinary Shares 8.43M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the registration statement on Form S-1 (File No. 333-286759) of Kochav Defense Acquisition Corp. (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F2 These shares represent the Class B ordinary shares held by Kochav Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,100,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3 Kochav Sponsor LLC, our sponsor, is the record holder of such shares. The sole managing member of our sponsor is Mr. Menachem Shalom. Mr. Shalom is also the Chief Executive Officer and a director of the Issuer and holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. As such, Mr. Shalom may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Shalom disclaims any beneficial ownership except to the extent of his pecuniary interest therein.