Kochav Defense Acquisition Corp
5 nominees · 3 ballot items.
Shareholders are being asked to approve a 12-month extension of Kochav’s business-combination deadline without additional Trust Account deposits, ratify WithumSmith+Brown, PC as independent auditor for 2026, and authorize adjournment of the extraordinary general meeting if needed to solicit votes for the extension.
On the ballot3
- 1
Extension Amendment Proposal
ManagementBoard: FORApprove a special resolution amending the Articles to extend the deadline for Kochav to consummate an initial business combination from November 29, 2026 to November 29, 2027, or an earlier date determined by the Board, without requiring any additional Sponsor or other deposits into the Trust Account; public shareholders would retain redemption rights.
More detail
Proposal 1 asks shareholders to extend Kochav’s Completion Window from November 29, 2026 to November 29, 2027, or an earlier date selected by the Board. The amendment would expressly eliminate any requirement that the Sponsor or another person deposit funds into the Trust Account as a condition to the extension. Management is seeking approval because it believes the Company cannot complete an initial business combination before the existing deadline and would otherwise have to liquidate. The Sponsor has stated that it does not intend to make the up to $5.06 million in payments that the current Articles contemplate for two shorter extensions. If approved, the extension would provide twelve additional months to locate, negotiate and consummate a transaction, while preserving shareholders’ ability to redeem Public Shares. Non-redeeming shareholders would receive no Sponsor-funded increase in Trust Account value and would forgo up to $0.20 per Public Share that the existing extension mechanism contemplated. The proposal also permits shareholders to approve a later deadline by special resolution and permits the Board to select an earlier date, creating additional flexibility but leaving the Company without an identified transaction as of the filing date. The Board considered liquidity concerns, the going-concern disclosure, expected redemptions, Nasdaq listing requirements, potential dilution from non-redemption agreements, and insider conflicts. The Board unanimously recommends voting FOR because it believes the extension preserves the possibility of a business combination and avoids an otherwise likely liquidation, while redemption rights provide an exit for shareholders who do not wish to remain invested.
- 2
Auditor Ratification Proposal
ManagementBoard: FORRatify the Audit Committee’s selection of WithumSmith+Brown, PC to serve as Kochav’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 3
Adjournment Proposal
ManagementBoard: FORApprove adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if there are insufficient votes to approve the Extension Amendment Proposal.
More detail
Proposal 3 asks shareholders to authorize the Board to adjourn the extraordinary general meeting to a later date or dates, or indefinitely, if additional time is needed to solicit proxies. The proposal would be submitted only if the tabulated vote at the meeting does not provide enough support for the Extension Amendment Proposal. Management is seeking this authority to preserve an opportunity to obtain additional votes rather than allowing an insufficient vote to immediately end the extension process. If approved, the adjournment could facilitate further solicitation and voting on the extension, but it would not itself extend the Company’s business-combination deadline. The proxy statement specifically notes that an adjournment does not extend the November 11, 2026 redemption deadline unless the Board separately determines and announces otherwise. If the proposal is rejected, the Board would lack this additional procedural mechanism to seek votes after the initial meeting. Failure to approve the extension, combined with failure to complete a business combination by November 29, 2026, would lead to cessation of operations, redemption of Public Shares and liquidation. The proposal therefore functions as a contingent vote-management tool supporting the principal extension request rather than as a substantive amendment to the Articles. Approval requires a simple majority of votes cast by shareholders present in person or represented by proxy and entitled to vote. The Board unanimously recommends voting FOR because an adjournment could provide necessary time to obtain sufficient support for the Extension Amendment Proposal.
Nominees on the ballot5
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Polar Asset Management Partners Inc. | 6.3% | 2,150,000 | $22M |
| 2 | Magnetar Financial LLC | 5.5% | 1,900,000 | $20M |
| 3 | MIZUHO SECURITIES USA LLC | 5.2% | 1,774,856 | $18M |
| 4 | BERKLEY W R CORP | 4.9% | 1,690,352 | $18M |
| 5 | LINDEN ADVISORS LP | 4.1% | 1,400,000 | $15M |
| 6 | AQR Arbitrage LLC | 3.9% | 1,337,525 | $14M |
| 7 | ARISTEIA CAPITAL, L.L.C. | 3.9% | 1,325,000 | $14M |
| 8 | Westchester Capital Management, LLC | 3.5% | 1,212,848 | $13M |
| 9 | GLAZER CAPITAL, LLC | 3.1% | 1,050,095 | $11M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.3% | 797,500 | $8M |
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Frequently asked questions
- When is the Kochav Defense Acquisition Corp 2026 special meeting?
- Kochav Defense Acquisition Corp (KCHV) holds its 2026 special shareholder meeting on Friday, November 13, 2026.
- What is the record date for the Kochav Defense Acquisition Corp 2026 meeting?
- The record date for the Kochav Defense Acquisition Corp 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Kochav Defense Acquisition Corp's 2026 meeting?
- The board is presenting 5 director nominees at the Kochav Defense Acquisition Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Kochav Defense Acquisition Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Kochav Defense Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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