SecProbe.io

CORRESP
 1
 filename1.htm

 May 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Kochav Defense Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 (File No. 333-286759) (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit
it to become effective on May 27, 2025 at 4:30 p.m., Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through May 20, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated
May 16, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC

 By:
 /s/ Lewis Silberman

 Name:
 Lewis Silberman

 Title:
 Managing Member

CORRESP
 1
 filename1.htm

 KOCHAV DEFENSE ACQUISITON CORP.

 575 Fifth Avenue, 14 th Floor

 New York, NY 10017

 May 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Doris
Stacey Gama and Laura Crotty

 Re: Kochav
Defense Acquisition Corp.

 Registration Statement on Form S-1

 Filed April 25, 2025, as amended

 File No. 333-286759

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Kochav Defense Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on May 27, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Menachem Shalom

 Menachem Shalom

 Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 KOCHAV DEFENSE ACQUISITON CORP.

 575 Fifth Avenue, 14 th Floor

 New York, NY 10022

 May 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Doris
Stacey Gama and Laura Crotty

 Re: Kochav
Defense Acquisition Corp.

 Registration Statement on Form S-1

 Filed April 25, 2025, as amended

 File No. 333-286759

 Ladies and Gentlemen:

 On May 20, 2025
Kochav Defense Acquisition Corp. requested acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1
so that it would become effective on May 22, 2025, at 4:30 p.m. ET, or as soon thereafter as practicable. We hereby withdraw our request
until further notice.

 Very truly yours,

 /s/ Menachem Shalom

 Menachem Shalom

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 May 22, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Re: Kochav
Defense Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 File No. 333-286759 (the "Registration Statement")

 Ladies and Gentlemen:

 Reference is made to our letter, filed as correspondence
via EDGAR on May 20, 2025, in which we, SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC, as representative of
the underwriters of the offering, joined the Company's request for acceleration of the effective date of the above-referenced Registration
Statement for May 22, 2025, at 4:30 p.m., Eastern time, or as soon thereafter as practicable. The Company is no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.

 [ Signature
Page Follows ]

 Very truly yours,

 SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC

 By:
 /s/ Lewis Silberman

 Name:
 Lewis Silberman

 Title:
 Managing Member

CORRESP
 1
 filename1.htm

 KOCHAV DEFENSE ACQUISITON CORP.

 575 Fifth Avenue, 14 th Floor

 New York, NY 10022

 May 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Doris
Stacey Gama and Laura Crotty

 Re: Kochav
Defense Acquisition Corp.

 Registration Statement on Form S-1

 Filed April 25, 2025, as amended

 File No. 333-286759

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Kochav Defense Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m. ET on May 22, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Menachem Shalom

 Menachem Shalom

 Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 May 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Kochav Defense Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 (File No. 333-286759) (the "Registration Statement")

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC, as representative of the underwriters of the offering, hereby
joins the request of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit
it to become effective on May 22, 2025 at 4:30 p.m., Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through May 20, 2025, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated
May 16, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, LLC

 By:
 /s/ Lewis Silberman

 Name:
 Lewis Silberman

 Title:
 Managing Member

CORRESP
 1
 filename1.htm

 VIA EDGAR

 May 6, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Doris Stacey Gama and Laura Crotty

 Re: Kochav Defense Acquisition Corp.

 Registration Statement on Form S-1

 Submitted April 25, 2025

 CIK No. 0002053799

 Dear Ms. Gama and Ms. Crotty:

 Kochav Defense Acquisition Corp. (the " Company ")
hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on May 2, 2025 (" Comment Letter ") relating to the Registration
Statement on Form S-1, submitted by the Company with the Commission on April 25, 2025 (" Registration Statement ").

 The Company has filed via EDGAR its Amendment No. 1 to the Registration
Statement on Form S-1 (the " Amendment No. 1 "), which reflects the Company's responses to the Comment Letter received
from the Staff and certain updated information. For the Staff's convenience, we have repeated below the Staff's comment in
bold and have followed each comment with the Company's response.

 Registration Statement on Form S-1

 General

 1. We note your response to our prior comment 2 and the removal
of the $5 million net tangible asset reference, which is also not discussed elsewhere in the prospectus. Please revise the cover page
to clearly state that the company is registering a bona fide firm commitment offering with an amount of proceeds sufficient to ensure
that its net tangible assets will exceed $5 million. Otherwise, please revise your disclosure throughout the prospectus to state that
Rule 419 may apply and in what circumstances such would be the case.

 Response: The Company acknowledges the comments of the Staff and has added disclosure
to the cover page and revised the risk factor disclosure on page 55 of the Amendment No. 1.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Menachem Shalom

 Menachem Shalom, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 2, 2025

Menachem Shalom
Chief Executive Officer
Kochav Defense Acquisition Corp.
575 Fifth Avenue, 14th Floor
New York, NY 10017

 Re: Kochav Defense Acquisition Corp.
 Registration Statement on Form S-1
 Filed April 25, 2025
 File No. 333-286759
Dear Menachem Shalom:

 We have reviewed your registration statement and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. We note your response to our prior comment 2 and the removal of the $5
million net
 tangible asset reference, which is also not discussed elsewhere in the
prospectus.
 Please revise the cover page to clearly state that the company is
registering a bona fide
 firm commitment offering with an amount of proceeds sufficient to ensure
that its net
 tangible assets will exceed $5 million. Otherwise, please revise your
disclosure
 throughout the prospectus to state that Rule 419 may apply and in what
circumstances
 such would be the case.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 2, 2025
Page 2

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Vanessa Robertson at 202-551-3649 or Lynn Dicker at
202-551-3616
if you have questions regarding comments on the financial statements and
related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at
202-551-7614
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David E. Fleming, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 April 25, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Doris Stacey Gama and Laura Crotty

 Re: Kochav Defense Acquisition Corp.

 Amendment No. 1 to Draft Registration Statement
on Form S-1

 Submitted March 31, 2025

 CIK No. 0002053799

 Dear Ms. Gama and Ms. Crotty:

 Kochav Defense Acquisition Corp. (the "Company") hereby transmits its response to the comment letter received from the staff
(the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") on April 11, 2025 relating to
the Amendment No. 1 to Draft Registration Statement on Form S-1, submitted by the Company with the Commission on March 31, 2025.

 The Company has publicly
filed via EDGAR its Registration Statement on Form S-1 (the " Registration Statement "), which reflects the Company's
responses to the comments received by the Staff and certain updated information. For the Staff's convenience, we have repeated
below the Staff's comment in bold and have followed each comment with the Company's response.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Risk Factors

 You will not be entitled to protections normally afforded to
investors..., page 56

 1. In response to prior comment 2 you state that the company's Amended and Restated Memorandum and Articles of Association will
not contain a $5,000,000 net tangible assets requirement. However, your disclosure on page 56 states that the company will not be subject
to Rule 419 because it will have net tangible assets in excess of $5,000,000 upon completion of the offering and the private placement,
and your disclosure on page 135 states that none of the provisions of Rule 419 apply to the offering. Please reconcile these statements.
In the event the company could become subject to Rule 419, please amend your disclosure on pages 56 and 135-141 accordingly.

 Response: The Company acknowledges
the comments of the Staff and has revised the risk factor disclosure on page 56 of the Registration Statement to remove the $5,000,000
of net tangible assets reference. Accordingly, the Company respectfully does not believe that amended disclosure is needed to pages 135-141
of the Registration Statement.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Menachem Shalom

 Menachem Shalom, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Menachem Shalom
Chief Executive Officer
Kochav Defense Acquisition Corp.
575 Fifth Avenue, 14th Floor
New York, NY 10017

 Re: Kochav Defense Acquisition Corp.
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted March 31, 2025
 CIK No. 0002053799
Dear Menachem Shalom:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 25, 2025, letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Risk Factors
You will not be entitled to protections normally afforded to investors..., page
56

1. In response to prior comment 2 you state that the company s Amended
and Restated
 Memorandum and Articles of Association will not contain a $5,000,000 net
tangible
 assets requirement. However, your disclosure on page 56 states that the
company will
 not be subject to Rule 419 because it will have net tangible assets in
excess of
 $5,000,000 upon completion of the offering and the private placement,
and your
 disclosure on page 135 states that none of the provisions of Rule 419
apply to the
 offering. Please reconcile these statements. In the event the company
could become
 April 11, 2025
Page 2

 subject to Rule 419, please amend your disclosure on pages 56 and
135-141
 accordingly.
 Please contact Vanessa Robertson at 202-551-3649 or Lynn Dicker at
202-551-3616
if you have questions regarding comments on the financial statements and
related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at
202-551-7614
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David E. Fleming, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Menachem Shalom
Chief Executive Officer
Kochav Defense Acquisition Corp.
575 Fifth Avenue, 14th Floor
New York, NY 10017

 Re: Kochav Defense Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted February 26, 2025
 CIK No. 0002053799
Dear Menachem Shalom:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please state here that you intend to focus on a business combination in
the defense and
 aerospace industries, as you do on pages 3 and 110.
2. We note your discussion regarding redemption rights limitations. We also
note your
 disclosure on page 56 that you will have net tangible assets in excess
of $5,000,000
 upon the completion of this offering. Please also state, if true, that
you may not
 redeem your public shares in an amount that would cause your net
tangible assets to
 be less than $5,000,001. See Item 1602(a)(2) of Regulation S-K.
3. We note that you intend to apply to have your units listed on Nasdaq and
that there is
 no guarantee that your securities will be approved for listing. Please
also state whether
 this offering is conditioned on Nasdaq approval.
 March 25, 2025
Page 2

Business Strategy, page 3

4. Please revise this section to clarify, as you have on page 56, that your
ability to
 identify and evaluate a target company may be impacted by competition
among other
 SPACs pursuing business combination transaction candidates. Please also
clarify that
 this competition may impact the attractiveness of the acquisition terms
that you will
 be able to negotiate with potential targets.
Our Management Team, page 4

5. Please revise your disclosure both here and on pages 111 and 112 to
disclose whether
 the sponsor, its affiliates, or any promoters have experience in
organizing special
 purpose acquisition companies. If so, please discuss the extent to which
the sponsor,
 its affiliates, or promoters are involved in such other special purpose
acquisition
 company's activities. Your disclosure should discuss any completed
business
 combinations, liquidated SPACs, pending de-SPAC transactions and any
SPACs still
 searching for a target. See Item 1603(a)(3) of Regulation S-K.
Our Sponsor, page 6

6. You state that Menachem Shalom is the sole managing member of Star 52
Sponsor
 LLC and no other entity or person has a direct or indirect material
interest in your
 sponsor. Please also disclose the amount of Menachem Shalom's interest
as required
 by Item 1603(a)(7) of Regulation S-K.
7. We note your table beginning on page 6 sets forth the payments to be
received by
 your sponsor and its affiliates in connection with the completion of
your initial
 business combination. Please disclose the nature and amounts of any
finder's fees,
 advisory fees, consulting fees, and success fees or salaries to be paid
to Star 52
 Sponsor LLC, your officers, directors, and/or their affiliates, as
required by Item
 1603(a)(6) of Regulation S-K, or otherwise advise.
Initial Business Combination, page 12

8. Please state here and on page 27 that there are no limits to the number
of extensions
 that you may seek and that you do not expect to extend the time period
to consummate
 your initial business combination beyond 36 months from the closing of
this offering,
 as you do on page 119. See Item 1602(b)(4) of Regulation S-K.
Our Business Combination Process, page 12

9. We note your statements on pages 12 and 118 that you do not believe that
the
 fiduciary or contractual duties of your officers or directors will
materially affect your
 ability to complete a business combination. We also note your statements
elsewhere
 that the fiduciary duties or contractual obligations of your officers or
directors "could
 materially affect" your ability to complete your initial business
combination. Please
 reconcile. To the extent you do not believe such duties will materially
affect your
 ability to complete a business combination, please provide a basis for
such statement.
 March 25, 2025
Page 3
Conflict of Interest, page 42

10. You state here and on page 117 that certain of your officers and
directors presently
 have fiduciary or contractual obligations to other entities pursuant to
which such
 officer or director is required to present a business combination
opportunity to such
 entity. Please identify the specific officers or directors and the other
entities
 referenced.

 Please contact Vanessa Robertson at 202-551-3649 or Lynn Dicker at
202-551-3616
if you have questions regarding comments on the financial statements and
related
matters. Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at
202-551-7614
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David E. Fleming, Esq.
</TEXT>
</DOCUMENT>