SEC Comment Letter 0000000000-24-002766 to ZOOZ Strategy Ltd. (ZOOZ)
ZOOZ Strategy Ltd.
Date: March 13, 2024 · CIK: 0001992818 · Accession: 0000000000-24-002766
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-277295
Letter
United States securities and exchange commission logo March 13, 2024 Boaz Weizer Chief Executive Officer ZOOZ Power Ltd. 4B Hamelacha St. Lod 7152008 Israel Re:ZOOZ Power Ltd. Amendment No. 1 to Registration Statement on Form F-4 Filed March 11, 2024 File No. 333-277295 Dear Boaz Weizer: We have reviewed your amended registration statement and have the following comment. 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 March 4, 2024 letter. Amendment No. 1 to 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.You indicate in response to prior comment 1 that, because each gross revenue target earnout provision commences with the first full fiscal quarter following the previous Earnout Milestone Achievement Date, the settlements for each separate, independent earnout are considered fixed-for-fixed since the exercise price is fixed and the number of shares is fixed. However, it is unclear how each of the three milestones are separate and independent given the terms of the stock price targets do not align with the revenue target periods, which could result in multiple settlement outcomes during a period. In light of the variability of the settlement amounts, which are based on stock price targets and the amount of revenues during the period, it is unclear how the earnout provisions meet the
FirstName LastNameBoaz Weizer Comapany NameZOOZ Power Ltd. March 13, 2024 Page 2 FirstName LastName Boaz Weizer ZOOZ Power Ltd. March 13, 2024 Page 2 criteria in Step 2 of the guidance in ASC 815-40-15-7C through 7F to qualify for equity classification. Please revise or provide a more fulsome analysis supporting your accounting conclusion. 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
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United States securities and exchange commission logo
March 13, 2024
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Amendment No. 1 to Registration Statement on Form F-4
Filed March 11, 2024
File No. 333-277295
Dear Boaz Weizer:
We have reviewed your amended registration statement and have the following comment.
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 March 4, 2024 letter.
Amendment No. 1 to 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.You indicate in response to prior comment 1 that, because each gross revenue target
earnout provision commences with the first full fiscal quarter following the previous
Earnout Milestone Achievement Date, the settlements for each separate, independent
earnout are considered fixed-for-fixed since the exercise price is fixed and the number of
shares is fixed. However, it is unclear how each of the three milestones are separate and
independent given the terms of the stock price targets do not align with the revenue target
periods, which could result in multiple settlement outcomes during a period. In light of the
variability of the settlement amounts, which are based on stock price targets and the
amount of revenues during the period, it is unclear how the earnout provisions meet the
FirstName LastNameBoaz Weizer
Comapany NameZOOZ Power Ltd.
March 13, 2024 Page 2
FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
March 13, 2024
Page 2
criteria in Step 2 of the guidance in ASC 815-40-15-7C through 7F to qualify for equity
classification. Please revise or provide a more fulsome analysis supporting your
accounting conclusion.
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