DEF 14A of Kochav Defense Acquisition Corp.
Filed Oct 19, 20260001213900-26-110684
10. How will the Sponsor and Kochav’s directors and officers vote?
10. How will the Sponsor and Kochav’s directors and officers vote? The Sponsor and Kochav’s directors and officers have advised Kochav that they intend to vote any Ordinary Shares over which they have voting control in favor of the Extension Amendment Proposal, the Auditor Ratification Proposal and, if necessary, the Adjournment Proposal. On the Record Date, the Sponsor, Kochav’s directors and officers beneficially owned an aggregate of 8,957,383 Ordinary Shares, representing approximately 26.1% of the issued and outstanding Ordinary Shares. In connection with the EGM, Kochav and the Sponsor may enter into non-redemption and voting agreements with one or more shareholders, under which the shareholder agrees (i) to vote any Public Shares held by such shareholder as of the Record Date in favor of the Extension Amendment Proposal or Adjournment Proposal, if applicable, and (ii) not to redeem specified Public Shares at the EGM and, in exchange, the Sponsor agrees to cause the surviving entity of a future initial business combination to issue shares to that shareholder at the closing of that business combination. Those shares would be issued for no additional consideration and would dilute our public shareholders who do not participate.
32. What interests do Kochav’s Sponsor, directors and officers have in the approval of the Extension Amendment Proposal?
32. What interests do Kochav’s Sponsor, directors and officers have in the approval of the Extension Amendment Proposal? The Company’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. If the Extension Amendment Proposal is not approved, and a business combination is not completed on or before November 29, 2026, the 8,433,333 Class B Ordinary Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000, and the 524,050 private placement units purchased by the Sponsor for an aggregate purchase price of $5,240,500, will all be worthless (as the holders have waived liquidation rights with respect to such securities). In addition, approval of the Extension Amendment Proposal relieves the Sponsor of an obligation to deposit up to $5,060,000 into the Trust Account in order to secure an aggregate of six additional months to consummate an initial business combination. For the avoidance of doubt, if the Extension is implemented, then the Sponsor Payments will no longer be available to Kochav, and any future extensions of the Completion Window would require approval by Kochav’s shareholders. See “The EGM — Interests of the Sponsor and Kochav’s Directors and Officers.”
Interests of the Sponsor and Kochav’s Directors and Officers
Interests of the Sponsor and Kochav’s Directors and Officers When you consider the recommendation of the Board, Kochav shareholders should be aware that aside from their interests as shareholders, the Sponsor, certain members of the Board and officers of Kochav have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Kochav shareholders that they approve the Extension Amendment Proposal. Kochav shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal: • if the Extension Amendment Proposal is not approved, and a business combination is not completed on or before November 29, 2026, the 8,433,333 Class B Ordinary Shares held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 (approximately $0.003 per share), and the 524,050 private placement units purchased by the Sponsor for an aggregate purchase price of $5,240,500, will all be worthless (as the holders have waived liquidation rights with respect to such securities). Assuming such Class B Ordinary Shares and private placement units have a value equal to Class A Ordinary Shares and public units, respectively, such securities would have had an aggregate market value of approximately $94.1 million based on the last sale price of approximately $10.50 and $10.53 of the Class A Ordinary Shares and units, respectively, on Nasdaq on October 16, 2026; • if the Extension Amendment Proposal is approved, the Sponsor will no longer be required to deposit into the Trust Account $2,530,000 for each three-month extension, or up to $5,060,000 in the aggregate, as interest-free loans to be repaid by the Company upon consummation of an initial business combination, and the corresponding promissory notes will not be issued. This is a direct financial benefit to the Sponsor that is not shared by public shareholders, and public shareholders who do not redeem will forgo the corresponding $0.20 per Public Share of trust accretion; • the fact that the Sponsor and Kochav’s directors and officers have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve an initial business combination; • as of September 30, 2026, the Sponsor and its affiliates had not loaned or advanced any funds to Kochav for working capital and offering costs; • the fact that the holders of the Class B Ordinary Shares, including the Sponsor and Kochav’s directors and officers, have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the Class B Ordinary Shares and Private Shares held by them and that Kochav’s directors and officers, and the Sponsor and its affiliates, are entitled to reimbursement of out-of-pocket expenses incurred in connection with identifying, investigating and consummating an initial business combination, have no claim against the Trust Account for such reimbursement, and would not be repaid if Kochav liquidates. As of September 30, 2026, no such expenses were outstanding; • Kochav’s directors and officers are entitled to indemnification under the Articles and under indemnity agreements with Kochav, and are covered by directors’ and officers’ liability insurance; if Kochav liquidates, Kochav’s ability to satisfy indemnification claims and to maintain such insurance would be materially impaired; • The fact that if the Trust Account is liquidated, including in the event Kochav is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Kochav to the extent necessary to preserve the proceeds in the Trust Account, provided that such obligation shall only apply to the extent necessary any such claims for services rendered or contracted for or products sold to Andretti, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay Kochav’s tax obligations, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Kochav’s indemnity of the underwriters of Kochav’s initial public offering against certain liabilities, including liabilities under the Securities Act; and • Kochav is obligated to pay deferred underwriting commissions of up to $6,957,500 to SPAC Advisory Partners LLC (the “IPO Underwriter”), upon the consummation of an initial business combination, comprising a fixed component of $0.120 per unit calculated on the total gross proceeds of the IPO and a variable component of $0.155 per unit calculated on the total capital remaining in the Trust Account following all properly submitted shareholder redemptions. The IPO Underwriter is also a non-managing member of the Sponsor and holds an indirect economic interest in Class B Ordinary Shares and private placement units owned by the Sponsor. The IPO Underwriter has reserved the right in its sole discretion to waive the deferred underwriting commissions at any time prior to an initial business combination by written notice to Kochav. Additionally, if the Extension Amendment Proposal is approved and Kochav consummates a business combination, the Sponsor, officers and directors may have additional interests as described in the proxy statement/prospectus for a potential transaction. In addition, subject to applicable securities laws, Kochav, the Sponsor and their respective affiliates may purchase Public Shares from investors, including those who have indicated an intention to redeem. In the event that the Sponsor or its affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they (i) would purchase the Public Shares at a price no higher than the price offered through Kochav’s redemption process, (ii) would represent in writing that such Public Shares will not be voted in favor of the Extension Amendment Proposal, and (iii) would waive in writing any redemption rights with respect to the Public Shares so purchased. To the extent any such purchases are made in situations in which the tender offer rules restrictions apply, Kochav will disclose in a Current Report on Form 8-K prior to the EGM: (a) the number of Public Shares purchased outside the redemption offer and the purchase price; (b) the purpose of the purchases; (c) the impact on the likelihood that the Extension Amendment Proposal will be approved; (d) the identities or nature of the selling securityholders; and (e) the number of Public Shares for which redemption requests have been received. If such purchases are made, the public float of Kochav’s securities and the number of beneficial holders of its securities may be reduced, possibly making it difficult to maintain the listing or trading of Kochav’s securities on a national securities exchange.