SCHEDULE: ZOOZ Strategy Ltd. Beneficial Ownership Update

Fang Zheng, Keyarch Global Sponsor Limited, and Keywise Discovery Master Fund file Amendment No. 1 to Schedule 13D, reporting combined beneficial ownership of 10,614,800 ordinary shares, representing 6.5% of the outstanding shares.

Summary

• This filing is an amendment to a previous Schedule 13D, updating beneficial ownership information for ZOOZ Strategy Ltd.
• The reporting persons are Fang Zheng, Keyarch Global Sponsor Limited (Sponsor), and Keywise Discovery Master Fund (Keywise).
• Fang Zheng is deemed to beneficially own 10,614,800 ordinary shares, representing 6.5% of the outstanding shares.
• This includes shares held directly by Fang Zheng (150,000), by the Sponsor (2,219,550), by Keywise (8,000,000), and shares issuable upon exercise of warrants held by the Sponsor (245,250).
• Keyarch Global Sponsor Limited beneficially owns 2,464,800 ordinary shares, representing 1.5% of the outstanding shares.
• Keywise Discovery Master Fund beneficially owns 8,000,000 ordinary shares, representing 4.9% of the outstanding shares.
• The shares held by Keywise were acquired on September 26, 2025, through a private placement transaction for approximately $8 million.
• Fang Zheng is the majority shareholder of the Sponsor and the sole investor of Keywise, holding sole voting and dispositive power over the shares held by these entities.
• The percentage of class ownership is based on 162,022,482 outstanding ordinary shares as of April 10, 2026.
• The reporting persons have acquired these shares for investment purposes and currently have no plans for significant changes to the issuer's business or structure.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily an update to existing beneficial ownership information with no significant new strategic announcements or financial performance data.

Positives

• Keywise Discovery Master Fund acquired 8,000,000 ordinary shares in a private placement on September 26, 2025, indicating continued investment in the company.
• Fang Zheng, as the majority shareholder and controlling party of the Sponsor and Keywise, maintains significant voting and dispositive power over a substantial portion of the company's shares.
• The filing confirms a combined beneficial ownership of 6.5% by Fang Zheng and associated entities, demonstrating a notable stake in ZOOZ Strategy Ltd.

Negatives

• Fang Zheng disclaims beneficial ownership of securities held by the Sponsor and Keywise beyond any direct pecuniary interest, which could indicate a nuanced control structure.
• The exercise price for the warrants held by the Sponsor is $11.50 per share, which may be a factor in future decisions regarding their exercise.

Risks

• The warrants held by the Sponsor are exercisable until May 4, 2029, at an exercise price of $11.50 per share, which could lead to future dilution if exercised.
• While the reporting persons state investment purposes, they reserve the right to formulate future plans that could impact the issuer, introducing potential strategic uncertainty.

Future Outlook

The reporting persons state that they have acquired the shares for investment purposes and currently have no plans or proposals that relate to or could result in any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. However, they reserve the right to formulate such plans and take actions with respect to their investments in the Issuer.

Management Comments

• Mr. Zheng disclaims any beneficial ownership of the reported securities held by the Sponsor and Keywise other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, which is a regulatory requirement for significant beneficial ownership changes in publicly traded companies. The focus on ordinary shares and warrants is common in the capital structure of many technology and growth-oriented companies, particularly those that may have undergone or are considering business combinations.

Related Party Transactions

• Keywise Discovery Master Fund acquired 8,000,000 Ordinary Shares from the Issuer in a private placement on September 26, 2025, for approximately $8,000,000. Fang Zheng is the sole investor of Keywise and has sole voting and dispositive power over these shares.
• Fang Zheng is the majority shareholder of Keyarch Global Sponsor Limited, which holds ordinary shares and warrants in ZOOZ Strategy Ltd.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure and the combined stake of Fang Zheng and associated entities, which can influence perceptions of control and potential future strategic actions.
• Creditors: No direct impact mentioned.
• Employees: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Customers: No direct impact mentioned.

Next Steps

• The reporting persons reserve the right to formulate plans and/or proposals and to take such actions with respect to their investments in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Key Dates

Keywords

ZOOZ Strategy Ltd, Schedule 13D, Beneficial Ownership, Fang Zheng, Keyarch Global Sponsor Limited, Keywise Discovery Master Fund, Ordinary Shares, Private Placement, Warrants, SEC Filing