1、2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm1/241S-1/A 1 ea0232069-07.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 6,2025.Registrat

2、ion No.333-286759UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549AMENDMENT NO.1TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Kochav Defense Acquisition Corp.(Exact name of registrant as specified in its charter)Cayman Islands 6770 98-1836086(State or otherjurisdic

3、tion ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)575 Fifth Avenue14th FloorNewYork,NY10017(646)257-4214(Address,includingzipcode,andtelephonenumber,includingareacode,ofregistrantsprincipaleMenachem ShalomChief Executive Of

4、ficer575 Fifth Avenue14th FloorNewYork,NY10017(646)257-4214(Name,address,includingzipcode,andtelephonenumber,includingareacode,ofagentforservice)Copies to:Douglas S.EllenoffStuart NeuhauserEllenoff Grossman&Schole LLP1345AvenueoftheAmericas,11thFloorNewYork,NY10105(212)370-1300 Simon RaftopoulosAlex

5、andra LowAppleby(Cayman)Ltd.9th Floor,60 Nexus WayCamanaBayGrandCayman,KY1-1104(345)949-4900 MitchellS.NussbaumDavid J.LevineLoeb&Loeb LLP345 Park AvenueNewYork,NY10154Tel:(212)407-4000Approximate date of commencement of proposed sale to the public:As soon as practicableafter the effective date of t

6、his registration statement.If any of the securities being registered on this Formare to be offered on a delayed or continuousbasis pursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant toRule462(b)u

7、nder the Securities Act,please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the sameoffering.If this Formis a post-effective amendment filed pursuant to Rule462(c)under the SecuritiesAct,check the following box a

8、nd list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Formis a post-effective amendment filed pursuant to Rule462(d)under the SecuritiesAct,check the following box and list the Securities Act registration statement numbe

9、r of theearlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,anon-accelerated filer,a smaller reporting company,or an emerging growth company.See thedefinitions of“large accelerated filer,”“acce

10、lerated filer,”“smaller reporting company,”and“emerging growth company”in Rule12b-2 of the ExchangeAct.Largeacceleratedfiler Acceleratedfiler Non-acceleratedfiler Smallerreportingcompany Emerginggrowthcompany If an emerging growth company,indicate by check mark if the registrant has elected not to u

11、se theextended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as maybe necessary to delay its effective date until the Reg

12、istrant shall file a furtheramendment which specifically states that this Registration Statement shall thereafterbecome effective in accordance with Section8(a)of the Securities Actof1933,asamended,or until the Registration Statement shall become effective on such date asthe Securities and Exchange

13、Commission,acting pursuant to said Section 8(a),maydetermine.2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm2/241Table of ContentsThe information in this prospectus is not complet

14、e and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or

15、sale is notpermitted.PRELIMINARYPROSPECTUS SUBJECTTOCOMPLETION,MAY 6,2025$220,000,000Kochav Defense Acquisition Corp.22,000,000UnitsKochav Defense Acquisition Corp.is a blank check company incorporated as a CaymanIslands exempted company and formed for the purpose of effecting a merger,amalgamation,

16、share exchange,asset acquisition,share purchase,reorganization orsimilar business combination with one or more businesses or entities,which we referto throughout this prospectus as our initial business combination.We have notselected any business combination target and we have not,nor has anyone on

17、ourbehalf,initiated any substantive discussions,directly or indirectly,with anybusiness combination target.While we may pursue an acquisition opportunity in anybusiness,industry,sector or geographical location,we intend to focus on acquiringa business in the defense and aerospace industries.This is

18、an initial public offering of our securities.Each unit has an offering priceof$10.00 and consists of one ClassA ordinary share and one right to receive oneseventh(1/7)of a Class A ordinary share upon the consummation of an initialbusiness combination,as described in more detail in this prospectus.We

19、 refer to therights included in the units as Share Rights.The underwriters have a 45-day optionfrom the date of this prospectus to purchase up to an additional 3,300,000units tocover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem,regardless ofwhether th

20、ey abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that were sold as part of theunits in this offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price,pa

21、yable in cash,equal to the aggregate amount then on deposit in the trust account described below asof twobusinessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account(net of amountswithdrawn to pay our taxes,other than exc

22、ise taxes,if any)divided by the number ofthen outstanding public shares,subject to the limitations and on the conditionsdescribed herein.The proceeds placed in the trust account and the interest earnedthereon shall not be used to pay for possible excise taxes or any other fees or taxesthat may be le

23、vied on the Company pursuant to any current,pending or future rules orlaws,including without limitation any excise tax due under the Inflation ReductionActof2022 on any redemptions or stock buybacks by the Company.See“SummaryThe OfferingRedemptionrightsforpublicshareholdersupon completion of our ini

24、tial business combination”on page 33 and“SummaryTheOfferingRedemptionofpublicsharesand distribution andliquidation if no initial business combination”on page 39 for moreinformation.Notwithstanding the foregoing redemption rights,if we seek shareholder approval ofour initial business combination and

25、we do not conduct redemptions in connection withour initial business combination pursuant to the tender offer rules,our amended andrestated memorandum and articles of association provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshare

26、holder is acting in concert or as a“group”(as defined under Section13 ofthe Securities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming its shares with respect to more than an aggregate of 15%ofthe shares sold in this offering without our prior consent.However,we would

27、 not berestricting our shareholders ability to vote all of their shares(including allshares held by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“SummaryTheOffering Limitation on redemption rights of shareholders hold

28、ing 15%or more of the shares sold in this offering if we hold shareholder vote”on page 38 for further discussion on certain limitations on redemptionrights.Our sponsor,Kochav Sponsor LLC,has committed to purchase from us an aggregate of479,500 private placement units(or up to 524,050 private placeme

29、nt units if theunderwriters over-allotment option is exercised in full)at$10.00 per unit for anaggregate purchase price of$4,795,000(or up to$5,240,500 if the underwritersover-allotment option is exercised in full)in a private placement that will closesimultaneously with the closing of this offering

30、.Each private placement unitconsists of one ClassA ordinary share and one Share Right to receive one seventh(1/7)of a Class A ordinary share upon the consummation of an initial businesscombination,as described in more detail in this prospectus.We refer to these unitsthroughout this prospectus as the

31、 private placement units,the Class A ordinaryshares included in the units as private placement shares and the Share Rightsincluded in such units as private placement rights.SPAC Advisory Partners LLC,adivision of Kingswood Capital Partners,LLC,who we refer to as SAP,therepresentative of the underwri

32、ters,will commit to invest$990,000(or up to$1,138,500 if the underwriters over-allotment option is exercised in full)in,andwill be admitted as a non-managing member of,our sponsor in connection with theclosing of this offering in exchange for membership interests in our sponsor2025/5/11 23:04sec.gov

33、/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm3/241corresponding to an indirect economic interest in 99,000 private placement units(orup to 113,850 if the underwriters over-allotment option is exercis

34、ed in full)and_ founder shares(as defined below).2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm4/241Table of ContentsThe private placement units are identical to the units sold i

35、n this offering,subject to certain limited exceptions as described in this prospectus._institutional investors(none of which are affiliated with any member of ourmanagement,our sponsor,SAP or any other investor),which we refer to as the“non-managing sponsor investors”throughout this prospectus,have

36、expressed an interestto indirectly purchase,through the purchase of non-managing sponsor membershipinterests,an aggregate of _ private placement units(or up to _privateplacement units if the underwriters over-allotment option is exercised in full)ata price of$10.00 per unit($_ in the aggregate,or$_

37、if theunderwriters”over-allotment option is exercised in full)in a private placementthat will close simultaneously with the closing of this offering.Subject to eachnon-managing sponsor investor purchasing,through the sponsor,the private placementunits allocated to it in connection with the closing o

38、f this offering,the sponsorwill issue membership interests at a nominal purchase price of$0.003 per underlyingfounder share to the non-managing sponsor investors reflecting indirect interests inan aggregate of _ founder shares(or up to _ founder shares if theunderwriters exercise the over-allotment

39、option in full)held by the sponsor.The non-managing sponsor investors have expressed to us an interest in purchasing upto an aggregate of approximately$_ million of the public units in this offeringat the offering price(assuming the exercise in full of the underwriters over-allotment option),or appr

40、oximately _%,of the public units at the offeringprice.None of the non-managing sponsor investors has expressed to us an interest inpurchasing more than 9.9%of the units to be sold in this offering.There can be noassurance that the non-managing sponsor investors will acquire any units,eitherdirectly

41、or indirectly,in this offering,or as to the amount of the units the non-managing sponsor investors will retain,if any,prior to or upon the consummation ofour initial business combination.Because these expressions of interest are notbinding agreements or commitments to purchase,non-managing sponsor i

42、nvestors maydetermine to purchase fewer units in this offering,or none at all.Depending on howmany public units are purchased by the non-managing sponsor investors,the post-offering trading volume,volatility and liquidity of our securities may be reducedrelative to what they would have been had the

43、units been more widely offered and soldto other public investors.We do not expect any purchase of units by the non-managingsponsor investors to negatively impact our ability to meet The Nasdaq Global Market,or Nasdaq,listing eligibility requirements.In addition,the underwriters have fulldiscretion t

44、o allocate the units to investors and may determine to sell fewer unitsto the non-managing sponsor investors,or none at all,and the purchase of the non-managing sponsor membership interests is not contingent upon the participation inthis offering or vice versa.The underwriters will receive the same

45、upfront discountsand commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors,if any,as it will on the other units sold to the publicin this offering.In addition,none of the non-managing sponsor investors has anyobligation to vote any of their public

46、 shares in favor of our initial businesscombination.Nevertheless,the non-managingsponsor investors will be incentivizedto vote their public shares in favor of a business combination due to their indirectownership through the sponsor of founder shares and Class A ordinary shares andprivate placement

47、rights issued as part of the private placement units.For adiscussion of certain additional arrangements with the non-managingsponsor investors,see“SummaryThe OfferingExpressionsof Interest”on page 28.Our sponsor has purchased an aggregate of 8,433,333 ClassB ordinary shares(up to1,100,000 of which a

48、re subject to surrender to us for no consideration depending onthe extent to which the underwriters over-allotment option is exercised)for anaggregate purchase price of$25,000,or approximately$0.003 per share.The ClassBordinary shares will automatically convert into ClassA ordinary shares at the tim

49、eof our initial business combination,or at any time prior thereto at the option ofthe holder thereof,on a one-for-one basis,subject to adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like.Because our sponsor acquired the ClassB ordinary shares at a

50、nominal price,ourpublic shareholders will incur an immediate and substantial dilution upon the closingof this offering.Further,the ClassA ordinary shares issuable in connection withthe conversion of the ClassB ordinary shares may result in material dilution to ourpublic shareholders due to the anti-

51、dilution rights of our ClassB ordinary sharesthat may result in an issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion.In the case that additional ClassA ordinary shares,orequity-linked securities(as described herein),are issued or deemed issued in excessof the amou

52、nts issued in this offering and related to the closing of our initialbusiness combination,the ratio at which the ClassB ordinary shares will convertinto ClassA ordinary shares will be adjusted(unless the holders of a majority ofthe issued and outstanding ClassB ordinary shares agree to waive such an

53、ti-dilutionadjustment with respect to any such issuance or deemed issuance)so that the numberof ClassA ordinary shares issuable upon conversion of all ClassB ordinary shareswill equal,in the aggregate,25%of the sum of(i)all ordinary shares issued andoutstanding upon the completion of this offering(i

54、ncluding any Class A ordinaryshares issued pursuant to the underwriters over-allotment option and excluding thesecurities underlying the private placement units issued to the sponsor),(ii)plusall ClassA ordinary shares and equity-linked securities issued or deemed issued inconnection with our initia

55、l business combination(excluding any shares or equity-linked securities issued,or to be issued,to any seller in the initial businesscombination and any private placement-equivalent units issued to our sponsor or anyof its affiliates or to our officers or directors upon conversion of working capitall

56、oans)and(iii)minus any redemptions of Class A ordinary shares by publicshareholders in connection with an initial business combination;provided that suchconversion of founder shares will never occur on a less than one-for-one basis.Priorto the closing of our initial business combination,only holders

57、 of our Class Bordinary shares(a)will have the right to vote to appoint and 2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm5/241Table of Contentsremove directors prior to or in co

58、nnection with the completion of our initialbusiness combination and(b)will be entitled to vote on continuing our company in ajurisdiction outside the Cayman Islands(including any special resolution required toadopt new constitutional documents as a result of our approving a transfer by way ofcontinu

59、ation in a jurisdiction outside the Cayman Islands).On any other matterssubmitted to a vote of our shareholders prior to or in connection with the completionof our initial business combination,holders of the Class B ordinary shares andholders of the ClassA ordinary shares will vote together as a sin

60、gle class,exceptas required by law.Collectively,the sponsors 8,433,333 ClassB ordinary sharesand 479,500 private placement shares will represent _%of all ordinary sharesoutstanding,assuming that the underwriters over-allotment option is not exercised.See“Summary The Offering Our Sponsor”on page 6 fo

61、r furtherdiscussion on our sponsors and our affiliates securities;“SummaryThe OfferingTransfer restrictions on founder shares”onpage 22,“Summary The Offering Founder shares conversion andanti-dilution rights”on page 22,“SummaryTheOffering Appointment and removal of directors and continuing thecompan

62、y outside of the Cayman Islands;voting rights”on page 23,“RiskFactors Risks Relating to our Securities The nominal purchaseprice paid by our sponsor for the founder shares may result in significantdilution to the implied value of your public shares upon the consummationof our initial business combin

63、ation”on page 86 and“Risks Relating toour Securities We may issue additional ordinary shares or preferenceshares to complete our initial business combination or under an employeeincentive plan after completion of our initial business combination.We mayalso issue Class A ordinary shares upon the conv

64、ersion of the Class Bordinary shares at a ratio greater than one-to-one at the time of ourinitial business combination as a result of the anti-dilution provisionscontained in our amended and restated memorandum and articles ofassociation.Any such issuances would dilute the interest of ourshareholder

65、s and likely present other risks”on page 66.As more fully discussed in“Management Conflicts of Interest”onpage 150,each of our officers and directors presently has,and any of themin the future may have additional,fiduciary,contractual or otherobligations or duties to one or more other entities pursu

66、ant to which suchofficer or director is or will be required to present a businesscombination opportunity to such entities.The low price that our sponsor,executive officers and directors(directly or indirectly)paid for the founder sharescreates an incentive whereby our officers and directors could po

67、tentially make asubstantial profit even if we select an acquisition target that subsequently declinesin value and is unprofitable for public shareholders.If we are unable to completeour initial business combination within the completion window,or by such earlierliquidation date as our board of direc

68、tors may approve,the founder shares andprivate placement units may expire worthless,except to the extent they receiveliquidating distributions from assets outside the trust account,which could createan incentive for our sponsor,executive officers and directors to complete atransaction even if we sel

69、ect an acquisition target that subsequently declines invalue and is unprofitable for public shareholders.Further,each of our officers anddirectors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers anddirec

70、tors was included by a target business as a condition to any agreement withrespect to our initial business combination.Additionally,commencing on the date onwhich our securities are listed on Nasdaq,we will pay an affiliate of our sponsor inan amount equal to$22,900 per month for office space,utilit

71、ies and secretarial andadministrative support made available to us,as described elsewhere in thisprospectus.Upon consummation of this offering,we will repay up to$300,000 in loansmade to us by our sponsor to cover offering-relatedand organizational expenses.Inthe event that following this offering w

72、e obtain working capital loans from oursponsor to finance transaction costs related to our initial business combination,upto$1,500,000 of such loans may be convertible into units of the post-business combination entity at a price of$10.00 per unit at the option of oursponsor.Additionally,our sponsor

73、,our officers and directors or their affiliatesmay be paid finders fees,advisory fees,consulting fees or success fees in orderto effectuate the completion of our initial business combination.Additionally,following consummation of a business combination,members of our management team willbe entitled

74、to reimbursement for any out-of-pocket expenses related to identifying,investigating and completing an initial business combination.As a result,there maybe actual or potential material conflicts of interest between members of ourmanagement team,our sponsor and its affiliates on one hand,and purchase

75、rs in thisoffering on the other.See the sections titled“Prospectus Summary OurSponsor”on page 6 for further discussion on our sponsors andaffiliates compensation;“Proposed Business Sourcing of PotentialBusiness Combination Targets”on page 121 and“Certain Relationships andRelated Party Transactions”o

76、n page 160 for more information.We have until the date that is 18 months from the closing of this offering toconsummate our initial business combination.However,if we anticipate that we maynot be able to consummate our initial business combination within 18 months,we mayextend the period of time to

77、consummate a business combination up to two times,eachby an additional three(3)months(for a total of up to 24 months to complete abusiness combination).The aforementioned extensions do not require shareholderapproval.Pursuant to the terms of our amended and restated memorandum and articlesof associa

78、tion and the trust agreement to be entered into between us and ContinentalStock Transfer&Trust Company on the date of this prospectus,in order to extend thetime available for us to consummate our initial business combination,our sponsor orits affiliates or designees,upon five days advance notice pri

79、or to the applicabledeadline,must deposit into the trust account$2,200,000,or up to$2,530,000 if theunderwriters over-allotment option is exercised in full($0.10 per 2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/0

80、00121390025040107/ea0232069-07.htm6/241Table of Contentsshare in either case)(an“extension payment”),on or prior to the date of theapplicable deadline,for each three month extension(or up to an aggregate of$4,400,000(or$5,060,000 if the underwriters over-allotment option is exercised infull),or$0.20

81、 per share if we extend for the full six months).As a result,we mayeffect such an extension even if a majority of our public shareholders do not supportsuch an extension and none of our public shareholders will be able to redeem theirshares in connection with such an extension.This feature is differ

82、ent than thetraditional special purpose acquisition company structure,in which any extension ofthe companys period to complete a business combination requires a vote of thecompanys shareholders and such shareholders have the right to redeem their publicshares in connection with such vote(although an

83、 extension without depositingadditional funds into the trust account could still be pursued in the manneravailable in the traditional special purpose acquisition company structure).If weanticipate that we may be unable to consummate our initial business combinationwithin the completion window,we may

84、 further seek shareholder approval to amend ouramended and restated memorandum and articles of association to extend the date bywhich we must consummate our initial business combination.If we seek shareholderapproval for a further extension,holders of public shares will be offered anopportunity to r

85、edeem their shares at a per share price,payable in cash,equal tothe aggregate amount then on deposit in the trust account,including interest earnedthereon(less taxes,if any,payable),divided by the number of then issued andoutstanding public shares,subject to applicable law.If we are unable to comple

86、teour initial business combination within the completion window(or such later date asapproved by our shareholders),or by such earlier liquidation date as our board ofdirectors may approve,we will redeem 100%of the public shares at a per share price,payable in cash,equal to the aggregate amount then

87、on deposit in the trust account,including interest earned thereon(less taxes,if any,payable and up to$100,000 ofinterest income to pay dissolution expenses),divided by the number of then issuedand outstanding public shares,subject to applicable law as further described herein.Currently,there is no p

88、ublic market for our units,ClassA ordinary shares or ShareRights.We intend to apply to have our units listed on The Nasdaq Global Market underthe symbol“KCHVU”on or promptly after the date of this prospectus.We cannotguarantee that our securities will be approved for listing on Nasdaq and thisofferi

89、ng is conditioned on such approval.We expect the ClassA ordinary shares andShare Rights comprising the units to begin separate trading on the 52ndday followingthe date of this prospectus unless SAP,the representative of the underwriters,informs us of its decision to allow earlier separate trading,su

90、bject to oursatisfaction of certain conditions as described further herein.Once the securitiescomprising the units begin separate trading,we expect that the ClassA ordinaryshares and Share Rights will be listed on Nasdaq under the symbols“KCHV”and“KCHVR,”respectively.We are an“emerging growth compan

91、y”and a“smaller reporting company”under applicable federal securities laws and will be subject to reducedpublic company reporting requirements.Investing in our securitiesinvolves a high degree of risk.See“Risk Factors”beginning on page 49for a discussion of information that should be considered in c

92、onnectionwith an investment in our securities.Investors will not be entitled toprotections normally afforded to investors in Rule 419 blank checkofferings.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities ordetermine

93、d if this prospectus is truthful or complete.Any representationto the contrary is a criminal offense.No offer or invitation,whether directly or indirectly,is being or may be made tothe public in the Cayman Islands to subscribe for any of our securities.Per Unit TotalPublic offering price$10.00$220,0

94、00,000Underwriting discounts and commissions(1)(2)$0.410$9,020,000Proceeds,before expenses,to us$9.590$210,980,000_(1)Includes$0.135 per unit(including any units sold pursuant to the underwriters option topurchase additional units),or$2,970,000 in the aggregate(or up to$3,415,500 if theunderwriters

95、over-allotment option is exercised in full),payable to the underwriters uponthe closing of this offering.Also includes$0.275 per unit on all units sold including thosesold pursuant to the underwriters option to purchase additional units,or$6,050,000 in theaggregate(or up to$6,957,500 in the aggregat

96、e if the underwriters over-allotment option isexercised in full)payable to the underwriters for deferred underwriting commissions to bedeposited into a trust account located in the UnitedStates and released to the underwritersfor their own account only upon the completion of an initial business comb

97、ination.Of such$0.275 per unit fee,$0.120 will be paid in cash calculated based on the total gross proceedsraised in this offering,and$0.155 will be paid in cash calculated based on the total capitalremaining in the trust account following all properly submitted redemptions in connection withthe con

98、summation of the initial business combination.See also“Underwriting”for adescription of underwriting compensation payable to the underwriters.(2)Using a portion of the underwriting commissions,SAP will commit to invest$990,000(or up to$1,138,500 if the underwriters over-allotment option is exercised

99、 in full)in,and will beadmitted as a non-managing member of,our sponsor in connection with the closing of thisoffering in exchange for membership interests in our sponsor corresponding to an indirecteconomic interest in _ founder shares and 99,000 private placement units owned bythe sponsor,which co

100、mprises 99,000 private placement shares and 99,000 private placementrights.2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm7/241Table of ContentsOf the proceeds we receive from thi

101、s offering and the sale of the private placementunits described in this prospectus,$220 million,or$253 million if theunderwriters overallotment option is exercised in full($10.00 per unit in eithercase),will be placed into a U.S.-based trust account with Continental StockTransfer&Trust Company actin

102、g as trustee.SAP is selling the units in thisoffering on a bona fide firm commitment basis.As a result,because we will have nettangible assets in excess of$5,000,000 upon the completion of this offering and thesale of the private placement units,will file a Current Report on Form 8-K,including an au

103、dited balance sheet demonstrating this fact,and we will be listed ona national securities exchange,we are exempt from rules promulgated by the SEC toprotect investors in blank check companies,such as Rule 419.See the risk factortitled“You will not be entitled to protections normally afforded toinves

104、tors of other blank check companies subject to Rule 419 of theSecurities Act”on page 55 and“Proposed BusinessComparison of ThisOffering to Those of Blank Check Companies Subject to Rule 419”on page136 for further information.Because our sponsor acquired the founder shares at a nominal price,our publ

105、icshareholders will incur an immediate and material dilution upon the closing of thisoffering.Further,the Class A ordinary shares issuable in connection with theconversion of the founder shares may result in material dilution to our publicshareholders due to the anti-dilutionrights of our founder sh

106、ares that may resultin an issuance of ClassA ordinary shares on a greater than one-for-onebasis uponconversion.See the section titled“Risk FactorsRisks Relating to ourSecurities The nominal purchase price paid by our sponsor for thefounder shares may result in material dilution to the implied value

107、of yourpublic shares upon the consummation of our initial business combination,and our sponsor is likely to make a substantial profit on its investment inus in the event we consummate an initial business combination,even if thebusiness combination causes the trading price of our ordinary shares toma

108、terially decline”on page 86.The following table illustrates the difference between the public offering price perunit and our net tangible book value per share,as adjusted to reflect variouspotential redemption levels that may occur in connection with the closing of ourinitial business combination,wh

109、ich we refer to as“Adjusted NTBVPS,”on a pro formabasis to give effect to this offering and the issuance of the private placementunits,assuming the exercise in full and no exercise of the over-allotment option.Adjusted NTBVPS excludes the effect of the consummation of our initial businesscombination

110、 or any related transactions or expenses.See the section titled“Dilution”on page 102 for more information.As of January24,2025OfferingPriceof$10.00 per Unit 25%of MaximumRedemption 50%of MaximumRedemption 75%of MaximumRedemption MaximumRedemptionAdjustedNTBVPS AdjustedNTBVPS DifferencebetweenAdjuste

111、dNTBVPSandOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPrice AdjustedNTBVPS DifferencebetweenAdjustedNTBVPSandOfferingPriceAssuming Full Exercise of Over-Allotment Option$7.21$6.62$3.38$5.67$4.33$3.94$6.06$(0.23

112、)$10.23Assuming No Exercise of Over-Allotment Option$7.20$6.60$3.40$5.65$4.35$3.92$6.08$(0.25)$10.25Our sponsor and members of our management team will directly or indirectly own oursecurities following this offering,and accordingly,they may have a conflict ofinterest in determining whether a partic

113、ular target business is an appropriatebusiness with which to effectuate our initial business combination.Additionally,each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one or moreother entities pu

114、rsuant to which such officer or director is or will be required topresent a business combination opportunity to such entities.As a result,there maybe actual or potential material conflicts of interest between our sponsor and itsaffiliates on one hand,and purchasers in this offering on the other.See

115、thesections titled“SummaryThe OfferingConflicts of interest”onpage 41,“Proposed BusinessSourcing of Potential Business CombinationTargets”on page 121 and“ManagementConflicts of Interest”on page150 for more information.The underwriters are offering the units for sale on a firm commitment basis.Theund

116、erwriters expect to deliver the units to the purchasers on or about,2025.Sole Book-Running ManagerSPAC Advisory Partnersa division of Kingswood Capital Partners LLC,2025 2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/20537

117、99/000121390025040107/ea0232069-07.htm8/241Table of ContentsTABLE OF CONTENTS PageSummary 1The Offering 17Risks 46Risk Factors 49Cautionary NoteRegarding Forward-Looking Statements 97Use of Proceeds 98Dividend Policy 101Dilution 102Capitalization 104Managements Discussion and Analysis of Financial C

118、ondition and Results ofOperations 105Proposed Business 110Effecting our Initial Business Combination 124Management 145Principal Shareholders 155Certain Relationships and Related Party Transactions 160Description of Securities 163Taxation 181Underwriting 191Legal Matters 200Experts 200Where You Can F

119、ind Additional Information 200Index to Financial Statements F-1We are responsible for the information contained in this prospectus.Wehave not,and the underwriters have not,authorized anyone to provide youwith information that is different from or inconsistent with that containedin this prospectus.We

120、 are not,and the underwriters are not,making anoffer to sell securities in any jurisdiction where the offer or sale is notpermitted.You should not assume that the information contained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis pros

121、pectus contains references to trademarks and service marks belonging toother entities.Solely for convenience,trademarks and trade names referred to inthis prospectus may appear without the or symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not ass

122、ert,tothe fullest extent under applicable law,its rights to these trademarks and tradenames.We do not intend our use or display of other companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/11 23:04sec.gov/Ar

123、chives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm9/241Table of ContentsSUMMARYThis summary only highlights the more detailed information appearing elsewhere inthis prospectus.As this is a summary,it does no

124、t contain all of the informationthat you should consider in making an investment decision.You should read thisentire prospectus carefully,including the information under“Risk Factors”andour financial statements and the related notes included elsewhere in thisprospectus,before investing.Unless otherw

125、ise stated in this prospectus or the context otherwise requires,references to:“amended and restated memorandum and articles of association”are to theamended and restated memorandum and articles of association that thecompany will adopt prior to the consummation of this offering,as amendedand/or rest

126、ated from time to time;“Companies Act”or“Companies Law”are to the Companies Act(AsRevised)of the Cayman Islands as the same may be amended from time totime;“completion window”are to(i)18 months from the closing of thisoffering,or up to 24 months from the closing of this offering if weextend the peri

127、od of time to consummate a business combination by the fullamount of time,as described in more detail in this prospectus;or(ii)or such earlier liquidation date as our board of directors mayapprove,in which we must complete an initial business combination;or(iii)such other time period in which we mus

128、t complete an initialbusiness combination pursuant to an amendment to our amended and restatedmemorandum and articles of association.Our shareholders can also vote atany time to amend our amended and restated memorandum and articles ofassociation to modify the amount of time we will have to complete

129、 aninitial business combination,in which case our public shareholders willbe offered an opportunity to redeem their public shares;“directors”are to our directors(including our director nominees namedin this prospectus);“founder shares”are to ClassB ordinary shares initially purchased byour sponsor i

130、n a private placement prior to this offering and the ClassAordinary shares that will be issued upon the automatic conversion of theClassB ordinary shares at the time of our initial business combinationor earlier at the option of the holders thereof as described herein(suchClassA ordinary shares will

131、 not be“public shares”);“initial shareholders”are to our sponsor and any other holders of ourfounder shares immediately prior to this offering;“Investment Company Act”are to the Investment Company Actof1940,asamended;“letter agreement”refers to the agreement to be executed among us,thesponsor,and ea

132、ch of our officers and directors on the date that theregistration statement is declared effective,the form of which is filedas an exhibit to the registration statement of which this prospectus formsa part;“management”or our“management team”are to our officers anddirectors;“non-managing sponsor inves

133、tors”means _ institutional investors(none of which are affiliated with any member of our management,othermembers of our sponsor or any other investor)that have expressed aninterest to indirectly purchase(i)up to an aggregate of approximately$_ million of the public units in this offering at the offe

134、ring price(assuming the exercise in full of the underwriters over-allotmentoption),or approximately _%,of the public units at the offeringprice and(ii)indirectly through the purchase of non-managing membershipinterests in the sponsor,an aggregate of _ private placement unitsat a price of$10.00 per p

135、rivate placement unit($_in theaggregate);subject to each non-managing sponsor investor purchasing,through the sponsor,the private placement units allocated to it inconnection with the closing of this offering,the sponsor will issuemembership interests at a nominal purchase price of$0.003 per underly

136、ingfounder share to the non-managing sponsor investors at the closing of thisoffering reflecting indirect interests in an aggregate of _founder shares(or up to _ founder shares if the underwritersexercise the over-allotment option in full)held by the sponsor.None ofthe non-managing sponsor investors

137、 has expressed to us an interest inpurchasing more than 9.9%of the units to be sold in this offering;12025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm10/241Table of Contents“ordina

138、ry resolution”are to a resolution of the company passed by asimple majority of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are allowed,by proxy at ageneral meeting of the company,or a resolution approved in writing by allof the holders of the issued

139、shares entitled to vote on such matter(orsuch lower threshold as may be allowed under the Companies Law from timeto time);“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“private placement rights”are to the Share Rights included in theprivate placement units;“private

140、 placement shares”are to the ClassA ordinary shares issued toour sponsor as part of the private placement units in a private placementsimultaneously with the closing of this offering(such ClassA ordinaryshares will not be“public shares”);“private placement units”are to the units issued to our sponso

141、r in aprivate placement simultaneously with the closing of this offering,whichprivate placement unitsare identical to the units sold in this offering,subject to certain limited exceptions as described in this prospectus;“public shares”are to Class A ordinary shares sold as part of theunits in this o

142、ffering(whether they are purchased in this offering orthereafter in the open market;such Class A ordinary shares excludeprivate placement shares and any ClassA ordinary shares that are issuedupon conversion of our ClassB ordinary shares);“public shareholders”are to the holders of our public shares,i

143、ncludingour initial shareholders,management team,advisors and any non-managingsponsor investors to the extent our initial shareholders,members of ourmanagement team,any non-managing sponsor investors and/or advisorspurchase public shares,provided that each such persons status as a“public shareholder

144、”will only exist with respect to such public shares;“SAP”are to SPAC Advisory Partners LLC,a division of Kingswood CapitalPartners,LLC,the representative of the underwriters in this offering,which will also become a non-managing member of our sponsor uponconsummation of the offering and will be allo

145、cated an indirect economicinterest in founder shares and private placement units owned by thesponsor,which includes interests in private placement shares and privateplacement rights;“Share Rights”are to the rights which are being sold as part of theunits in this offering and the private placement;“s

146、pecial resolution”are to a resolution of the company passed by atleast a two-thirds(2/3)majority(or such higher approval threshold asspecified in the companys amended and restated memorandum and articlesof association)of the votes cast by such shareholders as,being entitledto do so,vote in person or

147、,where proxies are allowed,by proxy at ageneral meeting of the company of which notice specifying the intention topropose the resolution as a special resolution has been duly given,or aresolution approved in writing by all of the holders of the issued sharesentitled to vote on such matter(or such lo

148、wer threshold as may be allowedunder the Companies Law from time to time);“sponsor”are to Kochav Sponsor LLC,a Delaware limited liabilitycompany,which was formed in July 2024 to invest in our company,asfurther discussed under“Our Sponsor”below;Mr.Menachem Shalom,ourChief Executive Officer and a dire

149、ctor,is the sole managing member of oursponsor;“underwriters over-allotment option”are to the underwriters 45-dayoption to purchase up to an additional 3,300,000 units to cover over-allotments,if any;and“we,”“us,”“our,”“company”or“our company”are to KochavDefense Acquisition Corp.,a Cayman Islands e

150、xempted company.All references in this prospectus to shares of the company being forfeited shalltake effect as surrenders for no consideration of such shares as a matter of CaymanIslands law.Any conversion of the Class B ordinary shares described in thisprospectus will take effect as a compulsory re

151、demptionofClassB ordinary sharesand an issuance of ClassA ordinary shares as a matter of Cayman Islands law.22025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm11/241Table of Contents

152、Any share dividend described in this prospectus will take effect as a sharecapitalization as a matter of Cayman Islands law(that is,an issuance of sharesfrom share premium).In April 2025,we issued an additional 4,598,333 foundershares to our sponsor in a share capitalization,resulting in our sponsor

153、 holdingan aggregate of 8,433,333 founder shares.As a result,our sponsor paidapproximately$0.003 per founder share.Registered trademarks referred to in this prospectus are the property of theirrespective owners.Unless we tell you otherwise,the information in this prospectus assumes that theunderwrit

154、ers will not exercise their over-allotment option.Our CompanyOverviewWe are a newly organized blank check company originally formed as Cayman Islandsexempted company on January7,2025 for the purpose of effecting a merger,shareexchange,asset acquisition,share purchase,reorganization or similar busine

155、sscombination with one or more businesses,which we refer to throughout thisprospectus as our initial business combination.We have not selected any specificbusiness combination target and we have not,nor has anyone on our behalf,engagedin any substantive discussions,directly or indirectly,with any bu

156、sinesscombination target with respect to an initial business combination with us.While we may pursue an acquisition opportunity in any business,industry,sector orgeographical location,we intend to focus on industries that complement ourmanagement teams background,and to capitalize on the ability of

157、our managementteam to identify and acquire a business,focusing on the defense and aerospaceindustries.The following discussion of our management teams experience and/or involvementwith past transactions relates to their respective experience and/or involvementwith such transactions while serving as

158、directors,officers,executives,advisorsor employees at other firms and organizations.Business Opportunity OverviewOur management team believes there is a backlog of companies that are interested inbecoming public companies.We believe that because this backlog is substantial,there may be a number of a

159、ttractive companies that will not be able to list via atraditional IPO in the near-term,and therefore may opt to pursue a listing via aSPAC instead.Moreover,we believe current market conditions are causing middle-market financial sponsors and venture capital firms to consider alternative methodsfor

160、providing liquidity to their limited partners.We believe the defense and aerospace sectors present attractive opportunities forus.Specifically,many companies in these sectors are either mid-stage growthassets or mature assets generating positive cash flow.In addition to thesefundamentals,the sectors

161、 contain a large number of privately-held businesses thatwe believe could benefit from our managements experience with other companies ofaccelerating revenue growth,expanding margins and improving capital allocationdecision-making.In addition to privately heldmiddle market businesses,we believemany

162、larger companies in the defense sector are in the process of evaluating theirportfolios of businesses and reviewing candidates for potential divestitures,whichwe believe may also prove to be attractive business combination targets.Our ChiefExecutive Officer,Menachem Shalom,also has significant exper

163、ience in corporatecarve-outs.However,we expect to encounter intense competition from other entities having abusiness objective similar to ours,including private investors(which may beindividuals or investment partnerships),other SPACs and other entities,domesticand international,competing for the ty

164、pes of businesses we intend to acquire.Inrecent years,the number of SPACs that have been formed has increasedsubstantially.Many of these competitors possess similar or greater technical,human and other resources to ours or more local industry knowledge than we do andour financial resources will be r

165、elatively limited when contrasted with those ofmany of these competitors.Because there are more SPACs seeking to enter into aninitial business combination with available targets,the competition for availabletargets with attractive fundamentals or business models may increase,which couldcause target

166、companies to demand improved financial terms,which could increase thecost of,delay or otherwise complicate or frustrate our ability to find andconsummate an initial business combination.32025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives

167、/edgar/data/2053799/000121390025040107/ea0232069-07.htm12/241Table of ContentsBusiness StrategyOur strategy will be to identify,acquire and,after our initial businesscombination,build a business,focused on the defense and aerospace industries,that stands to benefit from our management teams experien

168、ce and operatingcapabilities.We expect to distinguish ourselves with our ability to:Tap into our vast network of relationships to develop adistinctive pipeline of acquisition opportunities.Webelieve the combination of our Chief Executive Officers industryexperience and our managements ability and ne

169、twork of relationships withCEOs,founders,family offices,private equity sponsors and investmentbanks will help us to identify and evaluate suitable target businessesthat could benefit from our operational and strategic expertise and frommanagements experience in structuring complex transactions and a

170、ccessingcapital for growth.Bring unique rigor to the process of identifying and acquiring aprivate business that will ultimately be well received in thepublic markets.We believe that our management teams trackrecord and experience will provide a distinct advantage for identifying,valuing and complet

171、ing a business combination that will meet ourinvestors expectations.Revitalize the target company and generate value for shareholdersafter the business combination.Given our managementsexperience,we are confident that our officers and directors will be ableto drive value after the combination,partic

172、ularly for businesses that areunderperforming,undersized,or poorly managed.By implementing strategiesthat have proven successful in the past,they intend to focus onaccelerating revenue growth,improving profit margins,and fostering aresults-driven culture.Our Management TeamMenachem Shalom has been o

173、ur Chief Executive Officer and a director sinceinception.Since September2024,Mr.Shalom has been the Chief Executive Officerand member of the board of directors of Nukkleus(NASDAQ:NUKK),a public companyfocused on innovative acquisition companies specializing in identifying,acquiring,and transforming

174、high-potential business across key sectors,including defense,financial services,real estate,industrial,and technology.Mr.Shalom has servedas a Director and the Chief Executive Officer of Motomova Inc.(OTC Markets:MTMV)since December1,2022 and its Secretary since May24,2023.Mr.Shalom was theCo-Chief

175、Executive Officer,and a member of the board of directors ofM.E.A.Testing Systems Ltd.since January2022.Since 2017,Mr.Shalom has alsoserved as CEO of Hold Me Ltd.(OTC Markets:HMELF),a digital platform for mobilewallet and payments founded by Mr.Shalom.Mr.Shalom is the principal executiveand financial

176、 officer and sole director of Hold Me Ltd.From 2014 to 2017,Mr.Shalom founded and served as CEO of Wayerz Solutions,Ltd.,a digital platformfor correspondent banking and wires routing optimization,and as Vice President ofBusiness Development,Sales and Marketing at Dsnr Media Group Ltd.,aninternationa

177、l cross-platform digital advertising company.Mr.Shalom also foundedand served as CEO of Mipso Ltd.,a software-as-a-service provider in the fashionand retail industry,between 2010 and 2013;ooga studio Ltd.,an industrial designincubator,between 2007 and 2010;and Medifreeze Ltd.,a startup in the area o

178、fstem cell cryopreservation,between 2004 and 2009.Known for his ability to drivestrategic growth,manage teams effectively,and revitalize businesses,he excels intransforming challenges into opportunities and delivering measurable successthrough visionary leadership and collaboration.Mr.Shalom receive

179、d his MBA at theHebrew University of Jerusalem in 2003 after receiving an LLM in corporate law atColumbia University School of Law in 2000.Asaf Yarkoni has been our Chief Financial Officer since April 2025.Since 2021,hehas been the Chief Financial Officer of Kamari Pharma Ltd.,a bio-tech startupcomp

180、any developing drugs for rare genetic skin diseases.Also since 2021,he hasbeen the Chief Financial Officer of Aroma Republic Ltd.,a high-tech startupcompany developing home tech fragrances,based on data-driven technology to createa customized scent product.Since 2021,he has also been the Chairman of

181、 the Boardof BioMeat FoodTech-L.P.,which invests and supports companies in the food-techindustry.From 2020 to 2021,he was the Chief Financial Officer of NextageTherapeutics Ltd.(previously known as Micromedic Ltd.),a company that develops,manufactures and sells innovative medical products integrated

182、 with cannabis.From2014 to 2021,he was the Chief Financial Officer of MothersChoice.Ltd.,a bio-tech startup company developing smart ingredients that make healthier and moresustainable products.Mr,Yarkoni received a Masters in Business Administration(majoring in finance and capital markets),from Ono

183、 Academic College,Kiryat Ono,Israel,and a B.A.in Business Administration(majoring in accounting),the Collegeof Management Academic Studies,Rishon Lezion,Israel.42025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121

184、390025040107/ea0232069-07.htm13/241Table of ContentsOur Board of DirectorsOur Board of Directors will include five members upon the commencement of tradingthe units on Nasdaq.The board will be led by our director,and Chief ExecutiveOfficer,Mr.Menachem Shalom,and will consist of industry leaders and

185、renownedinvestors.Each brings diversity of experience,perspective and industry contactsthat when combined create a distinguished Board of Directors.In addition toMr.Shalom,our Board of Directors will be comprised of:Doron Dovrat will serve as an independent director immediately upon thecommencement

186、of trading of our securities on Nasdaq.Since 2021,he has providedmanagement consulting services to private companies in the technology sector.From2018 to 2021,he was the Chief Executive Officer of Tikal Center Ltd.,that wasfounded in 2018 after acquiring Tikal Networks Ltd.As CEO,Mr.Dovrat led itsex

187、pansion into Southeast Asia(Thailand,Vietnam)and East Africa(Tanzania),forging strategic partnerships and overseeing product adaptations for thesemarkets.From 2006 to 2018,he was the Chief Executive Officer of Tikal NetworksLtd.,which was a VoIP innovator providing cloud-based(SaaS)and on-premisesbu

188、siness communication systems.Mr.Dovrat was appointed CEO in 2013,following aboard-led turnaround.From 2004 to 2016,he served as the Chairman of SeerGate Ltd,which had developed secure communication systems for banking institutions.Hereceived a B.Sc.in Computer Science from Hebrew University(Jerusale

189、m).Yair Ramati will serve as an independent director immediately upon thecommencement of trading of our securities on Nasdaq.Since 2019,Mr.Ramati hasserved as the Chairman of RSL Electronics Ltd.,a leading developer andmanufacturer of control,utilities and diagnostics and prognostics systems for the

190、aerospace,energy and defense sectors.From 2012 to 2016,he served as the Directorof IMoD,the government agency in charge of the development,production,anddelivery of missile defense systems to the State of Israel,including the IronDome,David Sling and ARROW weapon systems.From 2006 to 2012,Mr.Ramati

191、was theMarketing Corporate Vice President at Israel Aerospace Industries.He earned abachelors and masters degree in engineering from The Technion IsraelInstitute of Technology,Haifa,Israel.Mr.Ramati holds several patents and hasreceived awards including the Israel National Security Award(2003)and th

192、eMultinational Ballistic Missile Defense Conference Meritorious Achievement Award(2000).Gill Zaphrir will serve as an independent director immediately upon thecommencement of trading of our securities on Nasdaq.Since 1987,Mr.Zaphrir hasworked at MBT Aerospace industry,which is a division of Israel A

193、erospaceIndustries Missiles and Space Group,as a system architecture team member of thefirst Israeli Intelligence satellite,including sensors development andintegration,telemetry management and simulation.Prior to joining Veritas VenturePartners as a partner in 2000,from 1989 to 1999 he headed the R

194、&D Department ofthe Israel Air Force and led many of its innovative technology projects andmultinational programs.As the head of the R&D department,he led over 100scientists and engineers running a variety of advanced technology demo programs incommunication,encryption,sensors,UI modeling domains an

195、d Innovative UAV and Air-Defense systems.He received a B.Sc.Aerospace engineering from The Technion Israel Institute of Technology,Haifa,Israel(Summa Cum Laude),and a Master ofBusiness Administration from Bar-Ilan Business School in Israel(Cum Laude).Healso is a graduate of the Public companies dire

196、ctorship-Tel-Aviv University.None of the Sponsor,its affiliates,or any of our officers or directors haveexperience in organizing special purpose acquisition companies.The pastperformance of our management team or our Board is not a guarantee either(i)ofsuccess with respect to any business combinatio

197、n we may consummate or(ii)that wewill be able to identify a suitable candidate for our initial business combination.Further,in recent years,a number of target businesses have underperformedfinancially post-business combination.You should not rely on the historical recordof our management teams or ou

198、r boards performance as indicative of our futureperformance.We believe our management team is well positioned to take advantage of the growingset of acquisition opportunities focused on aerospace and defense companies in theUnitedStates and elsewhere,to create value for our shareholders,and that our

199、contacts and relationships,including owners of private and public companies,private equity funds,investment bankers,attorneys,accountants and businessbrokers,will allow us to generate attractive acquisition opportunities.In addition to supporting us in the areas of investment origination,assessments

200、 ofkey risks and opportunities and due diligence,members of our board of directorsmay also support us after the completion of our business combination in overseeingour investment selection and value creation plan and strategy where relevantexpertise exists.We believe the significant experience our d

201、irectors bring willmake us a more attractive merger partner.52025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm14/241Table of ContentsBusiness Combination CriteriaConsistent with thi

202、s strategy,we have identified the following general criteriaand guidelines that we believe are important in evaluating prospective targetbusinesses.We will use these criteria and guidelines in evaluating acquisitionopportunities,but we may decide to enter into our initial business combinationwith a

203、target business that does not meet these criteria and guidelines.Proven,Established Companies:We aim to acquire well-established companies with a consistent track record of financialperformance.Our focus will be on businesses with strong operating resultsand solid fundamentals.Strong Free Cash Flow

204、Potential:We intend to target businessesthat either already generate or have the potential to generate stable,growing free cash flow.Our emphasis will be on companies with predictablerevenue streams.Competitive Advantage:We intend to seek businesses that hold astrong,growing,or specialized market po

205、sition within their industries.We will carefully evaluate the strengths and weaknesses of targetcompanies in comparison to their competitors,aiming to acquire businesseswith a competitive edge that can help protect their market position andprofitability.Experienced Management Teams:Our goal is to ac

206、quire businesseswith skilled and experienced management teams.We see this as anopportunity to build on and further enhance the management capabilities ofthe acquired company.We plan to collaborate closely with the targetsmanagement team,leveraging our executive teams expertise to complementtheir str

207、engths.Revenue and Earnings Growth Potential:We intend to targetbusinesses that have demonstrated,or have the potential for,substantialrevenue and earnings growth.This could be achieved through organicgrowth,new market opportunities,expanded production,cost reductions,strategic acquisitions,or impro

208、ved operational efficiency.Growing Sectors or Cyclical Opportunities:We intend to focuson sectors showing long-term growth or those poised for a cyclicalupswing.We believe the aerospace and defense industries have seen stronggrowth recently and possess drivers for continued expansion or arepositione

209、d to benefit from positive changes in their industry cycles.Advantages of Being a Public Company:We intend to acquirecompanies that stand to benefit from being publicly traded,particularlyin terms of greater access to capital and enhanced visibility that comeswith a public profile.These criteria are

210、 not intended to be exhaustive.Any evaluation relating to themerits of a particular initial business combination may be based,to the extentrelevant,on these general guidelines as well as other considerations,factors andcriteria that our management may deem relevant.In the event that we decide toente

211、r into our initial business combination with a target business that does notmeet the above criteria and guidelines,we will disclose that the target businessdoes not meet the above criteria in our shareholder communications related to ourinitial business combination,which,as discussed in this prospec

212、tus,would be inthe form of proxy solicitation materials or tender offer documents that we wouldfile with the U.S.Securities and Exchange Commission(the“SEC”).Our SponsorOur sponsor is a Delaware limited liability company,which was formed in July2024to invest in our company.Although our sponsor is pe

213、rmitted to undertake anyactivities permitted under the Delaware Limited Liability Company Act and otherapplicable law,our sponsors business is focused on investing in our company.OurChief Executive Officer,Menachem Shalom,is the sole managing member of KochavSponsor LLC and currently owns _%of the m

214、embership interest in the sponsor,and holds voting and investment discretion with respect to the securities held ofrecord by the sponsor.No other entity or person has a direct or indirect materialinterest in our sponsor.The non-managing sponsor investors have expressed aninterest to purchase non-man

215、aging membership interests in our sponsor,reflectinginterests in an aggregate of _ of the _ private placement units to bepurchased by our sponsor and an aggregate of _ founder shares,in a privateplacement that will close simultaneously with this offering.See“SummaryTheOfferingPrivate placement units

216、 and constituent securities.”SAP,the62025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm15/241Table of Contentsrepresentative of the underwriters,will commit to invest$990,000 in,and

217、will beadmitted as a non-managing member of,our sponsor in connection with the closing ofthis offering in exchange for membership interests in our sponsor corresponding toan indirect economic interest in _ founder shares and 99,000 privateplacement units owned by the sponsor,which units will include

218、 99,000 privateplacement shares and 99,000 private placement rights.As a non-managing member,SAPwill not have voting or dispositive control of such securities while suchsecurities are held by our sponsor,and thus disclaim beneficial ownership of suchsecurities except to the extent of their respectiv

219、e pecuniary interests.Inaddition,our independent directors will each receive,for their services as adirector,an indirect interest in 20,000 founder shares,and our chief financialofficer will receive an indirect interest in 10,000 founder shares(70,000 foundershares in the aggregate)through membershi

220、p interests in our sponsor but will haveno right to control the sponsor or participate in any decision regarding thedisposal of any security held by the sponsor,or otherwise.Other than Mr.Shalom,as the managing member of our sponsor,none of the other members of our sponsorwill participate in our com

221、panys activities.Assuming our independent directorsand,as described below,all prospective non-managing sponsor investors are issuedmembership interests in our sponsor,the managing member will hold _%of thesponsor membership interests reflecting indirect interests in the founder sharesand _%of the sp

222、onsor membership interests reflecting indirect interests inthe private placement units.Because none of the non-managing sponsor investorswill hold voting interests in our sponsor nor have any rights to control oursponsor or to vote or dispose of any securities held by our sponsor,none of thesponsor

223、non-managing members have a direct or indirect material interest in oursponsor.The following table sets forth the payments to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbusiness combination and the securities issued and to be issu

224、ed by us to oursponsor or its affiliates:Entity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Issued Consideration Paidor to be PaidKochav Sponsor LLC$22,900 per month Office space,administrative andshared personnelsupport services 8,433,333ClassBordinaryshares(1)$25,000 38

225、0,500 private placement units to bepurchased simultaneously with the closing ofthis offering(or up to 410,200 privateplacement unitsif the underwriters over-allotment option is exercised in full)(2)$3,850,000(or upto$4,102,000 ifthe underwritersover-allotmentoption isexercised in full)(2)Up to$300,0

226、00 in loans Repayment of loansmade to us tocover offeringrelated andorganizationalexpenses Up to$1,500,000 in working capital loans,which loans may be convertible into privateplacement units at a price of$10.00 per unitat the option of the lender Working capitalloans to financetransaction costsin co

227、nnection withan initialbusinesscombination Reimbursement for any out-of-pocket expensesrelated to identifying,investigating andcompleting an initial business combination Services inconnection withidentifying,investigating andcompleting aninitial businesscombinationHolders ofClassB ordinaryshares Ant

228、i-dilution protection upon conversion intoClass A ordinary shares at a greater thanone-to-one ratio Issuance of theClass A ordinaryshares issuable inconnection withthe conversion ofthe founder shareson a greater thanone-to-one basisupon conversion72025/5/11 23:04sec.gov/Archives/edgar/data/2053799/0

229、00121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm16/241Table of ContentsEntity/Individual AmountofCompensationtobeReceivedorSecurities Issued or to be Issued Consideration Paidor to be PaidKochav SponsorLLC,ourofficers,directors,or o

230、uror theiraffiliates Finders fees,advisory fees,consultingfees,success fees or salaries Any services inorder toeffectuate thecompletion of ourinitial business,which,if madeprior to thecompletion of ourinitial businesscombination,willbe paid from fundsheld outside thetrust account.Noagreements havebe

231、en signed as ofthe date of thisprospectus.We may engage oursponsor or anaffiliate of oursponsor as anadvisor orotherwise inconnection withour initialbusinesscombination andcertain othertransactions andpay such person orentity a salary orfee in an amountthat constitutes amarket standardfor comparable

232、transactions.Noagreements havebeen signed as ofthe date of thisprospectus._(1)Subject to the non-managing sponsor investors purchasing,through the sponsor,the privateplacement units allocated to them in connection with the closing of this offering asdescribed below,the sponsor will issue membership

233、interests at a nominal purchase price of$0.003 per underlying founder share to the non-managing sponsor investors at the closing ofthis offering reflecting indirect interests in an aggregate of _ founder shares(or upto _ founder shares if the underwriters exercise the over-allotment option in full)h

234、eld by the sponsor.(2)The non-managing sponsor investors have expressed an interest to purchase,indirectlythrough the purchase of non-managing membership interests,an aggregate of _ privateplacement units(or up to _ private placement units if the over-allotment is exercisedin full)at a price of$10.0

235、0 per unit($_ in the aggregate,or$_ of the over-allotment option is exercised in full)in a private placement that will close simultaneouslywith the closing of this offering.The purchase of the non-managing sponsor membershipinterests is not contingent upon the participation in this offering or vice

236、versa.Because our sponsor acquired the founder shares at a nominal price of$0.003 pershare,our public shareholders will incur immediate and material dilution upon theclosing of this offering.Further,the Class A ordinary shares issuable inconnection with the conversion of the founder shares may resul

237、t in materialdilution to our public shareholders due to the anti-dilutionrights of our foundershares that may result in an issuance of ClassA ordinary shares on a greater thanone-for-one basis upon conversion.Additionally,our public shareholders mayexperience dilution from the conversion of the 479,

238、500 private placement rightsinto 68,500 ClassA ordinary shares(or up to 524,050 private placement rightsconverting into 74,864 ClassA ordinary shares if the underwriters over-allotmentoption is exercised in full)to be purchased in the private placementsimultaneously with the closing of this offering

239、.Further,our public shareholdersmay experience material dilution if the$1,500,000 in working capital loans isfully advanced by the sponsor and the sponsor elects to convert the working capitalloans into private placement units at$10.00 per unit,resulting in the sponsorreceiving an additional 150,000

240、 private placement units.See the sections titled“Risk Factors Risks Relating to our Securities The nominalpurchase price paid by our sponsor for the founder shares may result inmaterial dilution to the implied value of your public shares upon theconsummation of our initial business combination,and o

241、ur sponsor islikely to make a substantial profit on its investment in us in the eventwe consummate an initial business combination,even if the businesscombination causes the trading price of our ordinary shares to materiallydecline”and“Dilution.”The founder shares will automatically convert into Cla

242、ss A ordinary sharesconcurrently with or immediately following the consummation of our initial businesscombination or earlier at the option of the holder on a one-for-onebasis,subjectto adjustment for share sub-divisions,share capitalizations,reorganizations,recapitalizations and the like,and subjec

243、t to further adjustment as providedherein.In the case that additional ClassA ordinary shares,or any other equity-2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm17/241linkedsecurit

244、ies,are issued or deemed issued in excess of the amounts sold inthis offering and related to or in connection with the closing of the initialbusiness combination,the ratio at which Class B ordinary shares convert intoClassA ordinary shares will be adjusted(unless the holders of a majority of theouts

245、tanding ClassB ordinary shares agree to waive such adjustment with respect toany such issuance or deemed issuance)so that the number of ClassA82025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea023

246、2069-07.htm18/241Table of Contentsordinary shares issuable upon conversion of all ClassB ordinary shares will equal,in the aggregate,25%of the sum of(i)the total number of all ordinary sharesoutstanding upon the completion of this offering(including any ClassA ordinaryshares issued pursuant to the u

247、nderwriters over-allotmentoption and excludingthe securities underlying the private placement units issued to the sponsor),plus(ii)all ClassA ordinary shares and equity-linkedsecurities issued or deemedissued,in connection with the closing of the initial business combination(excluding any shares or

248、equity-linkedsecurities issued,or to be issued,to anyseller in the initial business combination and any private placement-equivalentunits issued to our sponsor or any of its affiliates or to our officersor directors upon conversion of working capital loans)minus(iii)any redemptionsof ClassA ordinary

249、 shares by public shareholders in connection with an initialbusiness combination;provided that such conversion of founder shares will neveroccur on a less than one-for-onebasis.See the section titled“ProspectusSummaryFounder shares conversion and anti-dilution rights.”If we raise additional funds th

250、rough equity or convertible debt issuances,ourpublic shareholders may suffer significant dilution.This dilution would increaseto the extent that the anti-dilutionprovision of the founder shares result in theissuance of Class A ordinary shares on a greater than one-for-one basis uponconversion of the

251、 founder shares at the time of our initial business combination.92025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm19/241Table of ContentsPursuant to a letter agreement to be entered

252、 with us,each of our sponsor,directors and officers has agreed to restrictions on its ability to transfer,assign,or sell the founder shares and private placement units,as summarized inthe table below.SubjectSecurities ExpirationDate NaturalPersonsandEntitiesSubject to Restrictions ExceptionstoTransf

253、erRestrictionsFounder shares The earlier of(A)six monthsafter thecompletion ofour initialbusiness and(B)the datefollowing thecompletion ofour initialbusinesscombination onwhich wecomplete aliquidation,merger,shareexchange orother similartransaction thatresults in allof ourshareholdershaving the righ

254、tto exchangetheir Class Aordinary sharesfor cash,securities orother property.Kochav Sponsor LLCMenachem ShalomAsaf YarkoniDoron DovratYair RamatiGill Zaphrir Transferspermitted(a)to ourofficers,directors,advisors orconsultants,any affiliateor familymember of anyof ourofficers,directors,advisors orco

255、nsultants,any membersor partnersof thesponsor ortheiraffiliatesand funds andaccountsadvised bysuch membersor partners,anyaffiliates ofthe sponsor,or anyemployees ofsuchaffiliates;(b)in thecase of anindividual,as a gift tosuchpersonsimmediatefamily or toa trust,thebeneficiaryof which is amember ofsuc

256、hpersonsimmediatefamily,anaffiliate ofsuch personor to acharitableorganization;(c)in thecase of anindividual,by virtue oflaws ofdescent anddistributionupon death ofsuch person;(d)in thecase of anindividual,pursuant to aqualifieddomesticrelationsorder;(e)byprivate salesor transfersmade inconnectionwi

257、th anyforwardpurchaseagreement orsimilararrangement,2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm20/241in connectionwith anextension ofthecompletionwindow or inconnectionwith th

258、econsummationof a businesscombinationat prices nogreater thanthe price atwhich theshares orShare Rightswereoriginallypurchased;(f)pro ratadistributionsfrom oursponsor toitsrespectivemembers,partners orshareholderspursuant tooursponsorslimitedliabilitycompanyagreement orother charterdocuments;(g)byvi

259、rtue of thelaws of theCaymanIslands oroursponsorslimitedliabilitycompanyagreementupondissolutionof oursponsor;(h)in theevent of ourliquidationprior to ourconsummationof ourinitialbusinesscombination;(i)in theevent that,subsequent toourconsummationof an102025/5/11 23:04sec.gov/Archives/edgar/data/205

260、3799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm21/241Table of ContentsSubjectSecurities ExpirationDate NaturalPersonsandEntitiesSubject to Restrictions ExceptionstoTransferRestrictions initialbusinesscombination,wecomplete al

261、iquidation,merger,shareexchange orother similartransactionwhich resultsin all of ourshareholdershaving theright toexchange theirClassAordinary sharesfor cash,securities orother property;or(j)to anominee orcustodian of aperson orentity to whoma transferwould bepermissibleunder clauses(a)through(g);pr

262、ovided,however,thatin the case ofclauses(a)through(g)and clause(j)thesepermittedtransfereesmust enter intoa writtenagreementagreeing to bebound by thesetransferrestrictionsand the otherrestrictionscontained inthe letteragreement.Privateplacementunits(includingunderlyingsecurities)30days afterthe com

263、pletionof our initialbusinesscombination Kochav Sponsor LLCMenachem ShalomAsaf YarkoniDoron DovratYair RamatiGill ZaphrirSAP Same as aboveAny units,ShareRights,ordinaryshares or anyother securitiesconvertible into,or exercisable orexchangeable for,any units,ordinary shares,founder shares orrights 18

264、0 days fromthe date of thisprospectus Kochav Sponsor LLCMenachem ShalomAsaf YarkoniDoron DovratYair RamatiGill Zaphrir We,our sponsorand ourofficers anddirectors haveagreed that,for a period of180 days fromthe date ofthisprospectus,weand they willnot,withoutthe priorwritten consentof therepresentati

265、veof theunderwriters,offer,sell,contract tosell,pledge orotherwisedispose of,directly orindirectly,anyunits,ShareRights,shares2025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm22/241

266、or any othersecuritiesconvertibleinto,orexercisable,orexchangeablefor,shares,subject tocertainexceptions.Therepresentativein its solediscretion mayrelease any ofthe securitiessubject tothese lock-upagreements atany timewithout notice,other than inthe case of theofficers anddirectors,which shall bewi

267、th notice.Our sponsor,officers anddirectors arealso subject toseparatetransferrestrictions ontheir foundershares andprivateplacement unitspursuant to theletteragreementdescribed inthe immediatelyprecedingparagraphs.112025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.

268、htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm23/241Table of ContentsUp to 1,100,000 of the founder shares will be surrendered for no considerationdepending on the extent to which the underwriters over-allotment option isexercised.In addition,in order to facili

269、tate our initial business combination asdetermined by our sponsor in its sole discretion,our sponsor may surrender orforfeit,transfer or exchange our founder shares,private placement units or any ofour other securities,including for no consideration,as well as subject any suchsecurities to earn-outs

270、 or other restrictions,or otherwise amend the terms of anysuch securities or enter into any other arrangements with respect to any suchsecurities.We may also issue Class A ordinary shares upon conversion of theClass B ordinary shares at a ratio greater than one-to-one at the time of ourinitial busin

271、ess combination as a result of the anti-dilution provisions as setforth therein.Pursuant to the letter agreement to be entered with us,each of our sponsor,directors and officers have agreed to a lock-up and restrictions on their abilityto transfer,assign,or sell the founder shares and private placem

272、ent units andsecurities underlying the private placement units.Further,the sponsor membershipinterests(including the interests held by the non-managing members)are locked upand not transferable because the letter agreement prohibits indirect transfers.Our letter agreement may be amended without shar

273、eholder approval.Such transferrestrictions have been amended in connection with business combinations for certainother special purpose acquisition companies.While we do not expect our board toapprove any amendment to the letter agreement prior to our initial businesscombination,it may be possible th

274、at our board,in exercising its business judgmentand subject to its fiduciary duties,chooses to approve one or more amendments tothe letter agreement.While non-managing members will not be a direct party to the letter agreementdiscussed,as a result of their ownership of membership interests in the sp

275、onsor,they will be bound by the restrictions set forth above with respect to theirallocated founder shares,the private placement units and securities underlying theprivate placement units(including the restriction on transfer of their membershipinterests because the letter agreement prohibits indire

276、ct transfers).However,thenon-managing sponsor investors will not be subject to transfer restrictions or alock-up agreement on any public units,public shares or Share Rights that they maypurchase in this offering or thereafter pursuant to the expressions of interestdescribed below.See“Principal Share

277、holdersRestrictions on Transfersof Founder Shares and Private Placement Units.”Potential Additional FinancingsWe may need to obtain additional financing to complete our initial businesscombination,either because the transaction requires more cash than is availablefrom the proceeds held in our trust

278、account or because we become obligated toredeem a significant number of our public shares upon completion of the businesscombination,in which case we may issue additional securities or incur debt inconnection with such business combination.If we raise additional funds throughequity or convertible de

279、bt issuances,our public shareholders may suffersignificant dilution and these securities could have rights that rank senior to ourpublic shares.If we raise additional funds through the incurrence of indebtedness,such indebtedness would have rights that are senior to our equity securities andcould co

280、ntain covenants that restrict our operations.Further,as described above,due to the anti-dilution rights of our founder shares,our public shareholders mayincur material dilution.In addition,we intend to target businesses withenterprise values that are greater than we could acquire with the net procee

281、ds ofthis offering and the sale of the private placement units,and,as a result,if thecash portion of the purchase price exceeds the amount available from the trustaccount,net of amounts needed to satisfy any redemptions by public shareholders,we may be required to seek additional financing to comple

282、te such proposed initialbusiness combination.We may also obtain financing prior to the closing of ourinitial business combination to fund our working capital needs and transactioncosts in connection with our search for and completion of our initial businesscombination.There is no limitation on our a

283、bility to raise funds through theissuance of equity or equity-linked securities or through loans,advances or otherindebtedness in connection with our initial business combination,includingpursuant to forward purchase agreements or backstop agreements we may enter intofollowing consummation of this o

284、ffering.Subject to compliance with applicablesecurities laws,we would only complete such financing simultaneously with thecompletion of our initial business combination.If we are unable to complete ourinitial business combination because we do not have sufficient funds available tous,we will be forc

285、ed to liquidate the trust account.In addition,following ourinitial business combination,if cash on hand is insufficient,we may need toobtain additional financing in order to meet our obligations.See“ProposedBusinessPotential Additional Financing.”122025/5/11 23:04sec.gov/Archives/edgar/data/2053799/

286、000121390025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm24/241Table of ContentsOur Business Combination ProcessIn evaluating a prospective target business,we expect to conduct an extensive duediligence review which may encompass,as applica

287、ble and among other things,meetings with incumbent management and employees,document reviews,interviews ofcustomers and suppliers,inspection of facilities and a review of financial andother information about the target and its industry.We will also utilize ourmanagement teams operational and capital

288、 planning experience.Each of our directors and officers will,directly or indirectly,own founder sharesand/or private placement units following this offering and,accordingly,may have aconflict of interest in determining whether a particular target business is anappropriate business with which to effe

289、ctuate our initial business combination.Further,such officers and directors may have a conflict of interest with respectto evaluating a particular business combination if the retention or resignation ofany such officers and directors was included by a target business as a condition toany agreement w

290、ith respect to our initial business combination.Certain of our officers and directors presently have,and any of them in the futuremay have additional,fiduciary or contractual obligations to other entities,pursuant to which such officer or director is or will be required to present abusiness combinat

291、ion opportunity to such entity subject to his or her fiduciaryduties.As a result,if any of our officers or directors becomes aware of abusiness combination opportunity which is suitable for an entity to which he or shehas then-current fiduciary or contractual obligations,then,subject to suchofficers

292、 and directors fiduciary duties under Cayman Islands law,he or she willneed to honor such fiduciary or contractual obligations to present such businesscombination opportunity to such entity,before we can pursue such opportunity.Ifthese other entities decide to pursue any such opportunity,we may be p

293、recludedfrom pursuing the same.As a result,these duties could materially affect ourability to complete our initial business combination.Our amended and restatedmemorandum and articles of association will provide that to the fullest extentpermitted by applicable law:(i)no individual serving as a dire

294、ctor or an officershall have any duty,except and to the extent expressly assumed by contract,torefrain from engaging directly or indirectly in the same or similar businessactivities or lines of business as us;and(ii)we renounce any interest orexpectancy in,or in being offered an opportunity to parti

295、cipate in,any potentialtransaction or matter which may be a corporate opportunity for any director orofficer,on the one hand,and us,on the other.Initial Business CombinationWe are not presently engaged in,and we will not engage in,any operations for anindefinite period of time following this offerin

296、g.We intend to effectuate ourinitial business combination using cash from the proceeds of this offering and theprivate placement of the private placement units,the proceeds of the sale of ourshares in connection with our initial business combination(including pursuant toforward purchase agreements o

297、r backstop agreements we may enter into following theconsummation of this offering or otherwise),shares issued to the owners of thetarget,debt issued to bank or other lenders or the owners of the target,othersecurities issuances,or a combination of the foregoing.We may seek to completeour initial bu

298、siness combination with a company or business in its early stages ofdevelopment or growth,which would subject us to the numerous risks inherent insuch companies and businesses.We will provide our public shareholders with the opportunity to redeem all or aportion of their Class A ordinary shares upon

299、 the completion of our initialbusiness combination either(i)in connection with a general meeting called toapprove the business combination or(ii)without a shareholder vote by means of atender offer.If we seek shareholder approval,we will complete our initialbusiness combination only if we receive an

300、 ordinary resolution under Cayman Islandslaw and our amended and restated memorandum and articles of association,whichrequires the affirmative vote of a simple majority of the votes cast by suchshareholders as,being entitled to do so,vote in person or,where proxies areallowed,by proxy at the applica

301、ble general meeting of the company,voting togetheras a single class.The decision as to whether we will seek shareholder approval ofa proposed business combination or conduct a tender offer will be made by us,solely in our discretion,and will be based on a variety of factors such as thetiming of the

302、transaction and whether the terms of the transaction would require usto seek shareholder approval under applicable law or stock exchange listingrequirement.We will have up to 18months(or up to 24months from the closing of this offeringif we extend the period of time to consummate a business combinat

303、ion by the fullamount of time,as described in more detail in this prospectus)from the closing ofthis offering or until such earlier liquidation date as our board of directors mayapprove,to consummate our initial business combination.If we anticipate that wemay be unable to consummate our initial bus

304、iness combination within the completionwindow),we may seek shareholder approval to amend our amended and restatedmemorandum and articles of association to further extend the date by which we mustconsummate our initial business combination.132025/5/11 23:04sec.gov/Archives/edgar/data/2053799/00012139

305、0025040107/ea0232069-07.htmhttps:/www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm25/241Table of ContentsIf we seek shareholder approval for an extension,holders of public shares will beoffered an opportunity to redeem their shares at a per share price,payable incash,equal

306、 to the aggregate amount then on deposit in the trust account,includinginterest earned thereon(less income taxes,if any),divided by the number of thenissued and outstanding public shares,subject to applicable law.If we are unable to complete our initial business combination within the completionwind

307、ow and do not hold a shareholder vote to amend our amended and restatedmemorandum and articles of association to extend the amount of time we will have toconsummate an initial business combination,or by such earlier liquidation date asour board of directors may approve,from the closing of this offer

308、ing,we willredeem 100%of the public shares at a per share price,payable in cash,equal tothe aggregate amount then on deposit in the trust account,including interestearned thereon(less taxes,if any,payable and up to$100,000 of interest incometo pay dissolution expenses),divided by the number of then

309、issued and outstandingpublic shares,subject to applicable law and certain conditions as furtherdescribed herein.We expect the pro rata redemption price to be approximately$10.00 per public share(regardless of whether or not the underwriters exercisetheir over-allotment option),without taking into ac

310、count any interest or otherincome earned on such funds.However,we cannot assure you that we will in fact beable to distribute such amounts as a result of claims of creditors,which may takepriority over the claims of our public shareholders.If we do not complete our initial business combination withi

311、n the completionwindow,while we do not currently intend to seek shareholder approval to amend ouramended and restated memorandum and articles of association to further extend theamount of time we will have to consummate an initial business combination,we mayelect to do so in the future.There is no l

312、imit on the number of extensions that wemay seek;however,we do not expect to extend the time period to consummate ourinitial business combination beyond 36months from the closing of this offering.Ifwe determine not to or are unable to extend the time period to consummate ourinitial business combinat

313、ion or fail to obtain shareholder approval to extend thecompletion window,our sponsors investment in our founder shares and our privateplacement units will be worthless.Nasdaq rules require that we must complete one or more business combinations havingan aggregate fair market value of at least 80%of

314、 the value of the assets held inthe trust account(excluding the deferred underwriting commissions and taxespayable on the interest earned on the trust account).Our board of directors willmake the determination as to the fair market value of our initial businesscombination.If our board of directors i

315、s not able to independently determine thefair market value of our initial business combination,we will obtain an opinionfrom an independent investment banking firm or another independent entity thatcommonly renders valuation opinions with respect to the satisfaction of suchcriteria.While we consider

316、 it likely that our board of directors will be able tomake an independent determination of the fair market value of our initial businesscombination,it may be unable to do so if it is less familiar or experienced withthe business of a particular target or if there is a significant amount ofuncertaint

317、y as to the value of the targets assets or prospects.Additionally,pursuant to Nasdaq rules,any initial business combination must be approved by amajority of our independent directors.We anticipate structuring our initial business combination so that the post-transaction company in which our public s

318、hareholders own shares will own or acquire100%of the equity interests or assets of the target business or businesses.Wemay,however,structure our initial business combination such that the post-transaction company owns or acquires less than 100%of such interests or assets ofthe target business in ord

319、er to meet certain objectives of the target managementteam or shareholders or for other reasons,but we will only complete such businesscombination if the post-transaction company owns or acquires 50%or more of theoutstanding voting securities of the target or otherwise acquires a controllinginterest

320、 in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Act.Even if the post-transactioncompany owns or acquires 50%or more of the voting securities of the target,ourshareholders prior to the business combination may collectively own a min

321、orityinterest in the post-transaction company,depending on valuations ascribed to thetarget and us in the business combination.For example,we could pursue atransaction in which we issue a substantial number of new shares in exchange forall of the outstanding capital stock,shares or other equity inte

322、rests of a target.In this case,we would acquire a 100%controlling interest in the target.However,as a result of the issuance of a substantial number of new shares,our shareholdersimmediately prior to our initial business combination could own less than amajority of our issued and outstanding shares

323、subsequent to our initial businesscombination.If less than 100%of the equity interests or assets of a targetbusiness or businesses are owned or acquired by the post-transaction company,theportion of such business or businesses that is owned or acquired is what will betaken into account for purposes

324、of the 80%of net assets test described above.Ifthe business combination involves more than one target business,the 80%of netassets test will be based on the aggregate value of all of the target businesses.142025/5/11 23:04sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htmhttps:/

325、www.sec.gov/Archives/edgar/data/2053799/000121390025040107/ea0232069-07.htm26/241Table of ContentsWe are not prohibited from pursuing an initial business combination with a companythat is affiliated with our sponsor,officers or directors,non-managing sponsorinvestors,or completing the business combi

326、nation through a joint venture or otherform of shared ownership with our sponsor,officers or directors or non-managingsponsor investors.In the event we seek to complete our initial businesscombination with a company that is affiliated(as defined in our amended andrestated memorandum and articles of

327、association)with our sponsor,officers ordirectors,we,or a committee of independent directors,will obtain an opinion froman independent investment banking firm or another independent entity that commonlyrenders valuation opinions,stating that the consideration to be paid by us in suchan initial busin

328、ess combination is fair to our company from a financial point ofview.We are not required to obtain such an opinion in any other context.Members of our management team and our independent directors will directly orindirectly own founder shares and/or private placement units following thisoffering and

329、,accordingly,may have a conflict of interest in determining whether aparticular target business is an appropriate business with which to effectuate ourinitial business combination.The low price that our sponsor,executive officersand directors(directly or indirectly)paid for the founder shares create

330、s anincentive whereby our officers and directors could potentially make a substantialprofit even if we select an acquisition target that subsequently declines in valueand is unprofitable for public shareholders.If we are unable to complete ourinitial business combination within the completion window

331、,or by such earlierliquidation date as our board of directors may approve,the founder shares and theprivate placement units(and the securities comprising such units)may expireworthless,except to the extent they receive liquidating distributions from assetsoutside the trust account,which could create

332、 an incentive for our sponsor,executive officers and directors to complete a transaction even if we select anacquisition target that subsequently declines in value and is unprofitable forpublic shareholders.Further,each of our officers and directors may have aconflict of interest with respect to eva

333、luating a particular business combinationif the retention or resignation of any such officers and directors was included bya target business as a condition to any agreement with respect to our initialbusiness combination.Each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one ormore other entities