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                                                             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.
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