F-1/A: ZOOZ Power Ltd. Files Amendment No. 1 to Form F-1 Registration Statement for Ordinary Share Resale

ZOOZ Power Ltd. has filed an amendment to its Form F-1 registration statement, covering the potential resale of 2,240,000 ordinary shares by selling shareholders.

Summary

• ZOOZ Power Ltd. has filed Amendment No. 1 to its Form F-1 registration statement with the SEC on May 23, 2024.
• The registration statement pertains to the offering of 2,240,000 ZOOZ ordinary shares by selling shareholders.
• The selling shareholders may offer these shares publicly or through private transactions at prevailing market or negotiated prices.
• ZOOZ will not receive any proceeds from the sale of these shares, but will bear the registration costs.
• The shares being registered include 1,120,000 Sponsor Earnout Shares held in escrow for Keyarch Global Sponsor Limited.
• These shares were initially purchased by the Sponsor for approximately $0.009 per share in July 2021.
• EarlyBirdCapital, Inc. (EBC) may receive Sponsor Earnout Shares to prepay a promissory note, with the price per share set at 90% of the volume-weighted average price.
• The Sponsor may also use Sponsor Earnout Shares to satisfy obligations under a promissory note, using the same pricing terms.
• The prices at which the Selling Shareholders acquired (or may acquire) the ZOOZ ordinary shares being registered for resale under this prospectus are considerably below the current market price of the ZOOZ ordinary shares.
• Sales of shares under this prospectus (or the expectation thereof) could have a significant negative impact on the public trading price of the ZOOZ ordinary shares.
• As of May 21, 2024, the last quoted sale price for ZOOZ ordinary shares was $2.23 per share, while the exercise price of public warrants is $11.50 per share.
• ZOOZ's ability to execute its business plan depends on securing additional capital and increasing revenue while reducing costs.
• The company is seeking financing from various sources to fund research and development, sales, and marketing.
• ZOOZ is a foreign private issuer and an emerging growth company, subject to reduced public company reporting requirements.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the potential for selling shareholders to benefit, it also underscores the company's financial challenges and the risk of share price dilution. The need for additional funding and the out-of-the-money warrants contribute to a cautious outlook.

Positives

• The registration allows selling shareholders to potentially monetize their holdings.
• The company is actively seeking additional funding to support its operations and growth.
• The business combination with Keyarch Acquisition Corporation has been completed.

Negatives

• Sales of shares under this prospectus (or the expectation thereof) could have a significant negative impact on the public trading price of the ZOOZ ordinary shares.
• The prices at which the Selling Shareholders acquired (or may acquire) the ZOOZ ordinary shares being registered for resale under this prospectus are considerably below the current market price of the ZOOZ ordinary shares.
• The warrants are currently out of the money, making exercise unlikely.
• ZOOZ's ability to successfully carry out its business plan is primarily dependent upon its ability to obtain sufficient additional capital and increase its revenue and reduce its costs.
• There are no assurances that ZOOZ will be successful in obtaining an adequate level of financing needed for the long-term business plan or that any financing will result in and increasing its profitability.
• If ZOOZ is unable to raise capital when needed or on attractive terms, it could be forced to delay, reduce or eliminate its research and development programs or future commercialization efforts.

Risks

• The potential for a significant negative impact on the public trading price of ZOOZ ordinary shares due to the resale of shares.
• The risk that warrant holders will not exercise their warrants due to the current stock price being below the exercise price.
• The uncertainty of securing sufficient additional capital to fund the company's business plan.
• The possibility of delays or reductions in research and development programs if funding is not obtained.
• The risk that the company will not be successful in obtaining an adequate level of financing needed for the long-term business plan or that any financing will result in and increasing its profitability.

Future Outlook

ZOOZ expects that it will need to obtain substantial additional funding in connection with its continuing operations. If ZOOZ is unable to raise capital when needed or on attractive terms, it could be forced to delay, reduce or eliminate its research and development programs or future commercialization efforts.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it highlights the company's need for capital to compete in the electric vehicle charging market.

Related Party Transactions

• The Sponsor and EarlyBirdCapital purchased Private Placement Units.
• The Sponsor may receive Sponsor Earnout Shares to prepay a promissory note.
• The Sponsor may use Sponsor Earnout Shares to satisfy obligations under a promissory note.

Stakeholder Impact

• Shareholders: Potential dilution of share value due to the resale of shares.
• Employees: Potential impact on research and development programs and commercialization efforts if funding is not secured.
• Customers: Potential impact on the company's ability to deliver products and services if funding is not secured.

Next Steps

• The selling shareholders may offer, sell or distribute all or a portion of the ZOOZ ordinary shares registered hereby publicly or through private transactions at prevailing market prices or at negotiated prices.
• ZOOZ is looking to secure financing from various sources, including additional investment funding.

Key Dates

Keywords

ZOOZ Power, ordinary shares, registration statement, selling shareholders, Sponsor Earnout Shares, resale, financing, EBC Note, Sponsor Note, warrants, capital, business combination