F-1/A: ZOOZ Power Ltd. Files Amendment No. 2 to Form F-1 Registration Statement, Outlining Share Resale and Business Combination Details

ZOOZ Power Ltd. has filed an amendment to its Form F-1 registration statement, detailing the potential resale of ordinary shares by selling shareholders and providing updates on its business combination with Keyarch Acquisition Corporation.

Summary

• ZOOZ Power Ltd. filed Amendment No. 2 to its Form F-1 registration statement with the SEC on June 7, 2024.
• The prospectus relates to the offering of an aggregate of 2,240,000 ZOOZ ordinary shares which may be sold from time to time by the Selling Shareholders.
• 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.
• The ZOOZ ordinary shares that are being registered for resale under this prospectus consist of a total of 1,120,000 ZOOZ ordinary shares (the Sponsor Earnout Shares) that are currently being held in escrow for the benefit of Keyarch Global Sponsor Limited.
• The purchase price per share paid by the Sponsor for the ZOOZ ordinary shares being registered under this prospectus for resale by the Sponsor is $0.009.
• The effective purchase price per share to be paid by EBC for the ZOOZ ordinary shares being registered under this prospectus for resale by EBC is ninety percent (90%) of the volume weighted average price of an ordinary share of ZOOZ.
• 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 exercise price of the public warrants is $11.50 per ZOOZ ordinary share, and the last quoted sale price for the ZOOZ ordinary shares as reported on the Nasdaq Capital Market on May 21, 2024 was $2.23 per share.
• 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.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the potential for growth in the EV charging market, it also emphasizes the company's need for additional funding and the risk of share price decline due to potential resales. The overall tone is cautiously optimistic but acknowledges significant challenges.

Negatives

• The potential resale of shares by selling shareholders could negatively impact ZOOZ's share price.
• ZOOZ may be unable to obtain sufficient additional capital and increase its revenue and reduce its costs.
• ZOOZ may be forced to delay, reduce or eliminate its research and development programs or future commercialization efforts.

Risks

• The significant number of shares being registered for resale could negatively impact the trading price.
• The selling shareholders acquired shares at prices considerably below the current market price.
• ZOOZ's ability to execute its business plan depends on obtaining additional capital.
• The warrants are currently out of the money, making it unlikely that warrant holders will exercise them.

Future Outlook

ZOOZ expects to need substantial additional funding for continuing operations and is looking to secure financing from various sources.

Industry Context

The document highlights the growing EV market and the need for ultra-fast charging infrastructure, placing ZOOZ within the context of this expanding industry.

Stakeholder Impact

• Shareholders may experience a decline in share price due to potential resales.
• The company's ability to execute its business plan depends on obtaining additional capital.

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 Ltd, Form F-1, registration statement, ordinary shares, resale, selling shareholders, Keyarch Acquisition Corporation, business combination, Sponsor Earnout Shares, EarlyBirdCapital, EBC Note, Sponsor Note, capital raise, financial risk