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May 17, 2024
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Registration Statement on Form F-1
Filed May 8, 2024
File No. 333-279223
Dear Boaz Weizer:
            We have conducted a limited review of 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.
Registration Statement on Form F-1
Cover Page
1.For each of the ordinary shares being registered for resale, disclose the price that the
selling securityholders paid for such ordinary shares.
2.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 May 17, 2024 Page 2
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
May 17, 2024
Page 2
3.We note the significant number of redemptions of your Public Shares in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the ordinary shares. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the ordinary shares.
Risk Factors, page 6
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
ordinary shares. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
significantly below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.
Incorporation by Reference, page 44
5.It appears that you do not meet the eligibility requirements to be able to incorporate by
reference. Please note that in order to be able to incorporate by reference, registrants nor
any of their predecessors must not have been a blank check company as defined in Rule
419(a)(2) during the past three years. Refer to General Instruction VI.D of Form F-1.
Please revise or advise.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
ordinary shares being registered for resale. Highlight any differences in the current trading
price, the prices that the sponsor or other selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose that while the Sponsor and other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price. Lastly,
please include appropriate risk factor disclosure.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 May 17, 2024 Page 3
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
May 17, 2024
Page 3
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the ordinary
shares, expand your discussion of capital resources in the MD&A section to address any
changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.
            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 Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alex Dinur