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March 4, 2024
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Registration Statement on Form F-4
Filed February 23, 2024
File No. 333-277295
Dear Boaz Weizer:
            We have reviewed your registration statement and have the following comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 14, 2023 letter.
Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Condensed Combined Pro Forma Financial Information
Note 2. Accounting Policies, page 59
1.We note from your response to prior comment 1 that due to the elimination of the
interdependency of the revenue targets between earnout periods, which previously
precluded the earnout from meeting the conditions to be considered indexed to a
Company’s own stock, the earnout is now classified within equity. Please provide your
comprehensive accounting analysis with reference to the authoritative accounting
literature of how you determined that the instrument is indexed to your own stock,
including how you considered the guidance in ASC 815-40-15-7F.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 March 4, 2024 Page 2
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
March 4, 2024
Page 2
Audited Financial Statements
Notes to the Financial Statements
Note 9 - Commitments and Contingencies, page F-33
2.We note your response to prior comment 4. As previously requested, please reconcile the
total amount of grants and the total contingent obligation for royalties in your response to
the disclosures in your filing. That is, your disclosure on page F-33 indicates that total
contingent obligation for royalties as of December 31, 2022 amounts to approximately
$1.3 million, but the total amount of grants received from 2020 through 2022 is $900
thousand per your response to prior comment 4. Your disclosure on page F-34 indicates
that the total aggregate amount of grants received from the IIA and BIRD foundation until
December 31, 2021 amounted to $0.9 million, but the total amount of grants received
from the IIA and BIRD foundation from 2020 through 2021 is $616 thousand per your
response to prior comment 4. In addition, your disclosure on page F-11 indicates the total
amount of grants received during the six months ended June 30, 2023 was $600 thousand
and you recorded a receivable of $270 thousand, so please explain why the amounts
deducted from research and development expenses was only $70 thousand during the six
months ended June 30, 2023.
            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.
            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 Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Nahal Nellis