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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date
of earliest event reported): November 9, 2026
Kochav Defense Acquisition Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42670 |
|
98-1836086 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
575 Fifth Avenue
14th Floor
New York, NY 10017
(Address of principal executive offices, including
zip code)
Registrant’s
telephone number, including area code: (646) 257-4214
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
KCHVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
KCHV |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-seventh (1/7) of one Class A ordinary share upon the consummation of the initial business combination |
|
KCHVR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
As
previously announced, Kochav Defense Acquisition Corp., a Cayman Islands exempted company (the “Company”), has
called and provided a notice of an extraordinary general meeting of shareholders (the “EGM” or “Meeting”)
to be held on November 13, 2026, at 10:00 a.m. Eastern time, to consider and vote upon the matters described in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2026 (as may be amended,
the “Proxy Statement”). Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
The
Company plans to continue to solicit proxies from shareholders during the period prior to the EGM. Only the holders of the Company’s
Ordinary Shares as of the close of business on October 13, 2026, the record date for the EGM, are entitled to vote at the EGM.
Update to Monthly Amount
In
connection with the solicitation, the Company is providing its shareholders and other interested parties with an update to the terms of
the Extension regarding the previously disclosed contribution to the Company’s trust account (the “Trust Account”)
to be made by Kochav Sponsor LLC, a Delaware limited liability company (the “Sponsor”), or its designees.
The
Company previously notified shareholders that it had decided to contribute $0.06 per Public Share that is not redeemed for the first 3
months following the approval of the Extension Amendment Proposal (not to exceed $300,000 in the aggregate during such three-month time
period) and then another $0.02 per Public Share that is not redeemed each month thereafter (not to exceed $100,000 per month). The Company
has now decided that it will contribute to the Trust Account a flat $300,000 for the first 3 months following the approval of the Extension
Amendment Proposal and $100,000 per month thereafter.
In
addition, the Company’s governing documents currently permit the withdrawal of up to $100,000 of interest income from the Trust
Account in order to pay dissolution expenses in connection with liquidation of the Company if it is unable to consummate an initial Business
Combination. The Company has decided to lower this permitted withdrawal from $100,000 to $0 in connection with the Extension.
Participants in the
Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Extension Amendment Proposal and
the other proposals described in the Proxy Statement. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of the Company’s directors and officers in the Proxy Statement, which may be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension
Amendment Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information
and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Proxy Statement as well as other documents filed by the
Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal.
Shareholders may obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request
to: Laurel Hill Advisory Group, LLC, the Company’s proxy solicitor, at 1-855-414-2266 (toll free) or by email at kchv@laurelhill.com or
banks and brokers can call at (516) 933-3100.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may generally be identified by the use of words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“seek,” “predict,” “potential,” “target,” “outlook” or the negatives of these
terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the Company’s,
the Sponsor’s and the Investors’ expectations with respect to future performance, anticipated financial impacts and the likelihood,
timing or effects of the Extension Amendment Proposal, any initial business combination, or the amount of funds that may remain in the
Company’s trust account. These statements are based on various assumptions, whether or not identified in this Current Report, and
on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict
and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements
are subject to a number of risks and uncertainties, including, among others: the risk that the Extension Amendment Proposal is not approved;
the amount of redemptions by the Company’s public shareholders; the ability of the Company to consummate an initial business combination;
and other risks and uncertainties described in the Company’s filings with the SEC, including its Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q and its other filings with the SEC. If any of these risks materialize or the Company’s assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s
expectations, plans or forecasts of future events and views as of the date of this Current Report. The Company anticipates that subsequent
events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking
statements at some point in the future, the Company specifically disclaims any obligation to do so, except as required by law. These forward-looking
statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current
Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 9, 2026
| |
Kochav Defense Acquisition Corp. |
| |
|
| |
By: |
/s/ Menachem Shalom |
| |
Name: |
Menachem Shalom |
| |
Title: |
Chief Executive Officer |
