SecProbe.io

CORRESP
 1
 filename1.htm

 ZOOZ
Power Ltd.

 4B
Hamelacha Street

 Lod
7152008, Israel

 August
20, 2025

 Via
Edgar

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Alexandra Barone

 RE:
 ZOOZ Power Ltd.

 Registration Statement on Form F-3

 File No. 333-289655

 Acceleration
Request

 Requested Date:
 August 21, 2025

 Requested Time:
 4:00 P.M. Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ")
hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form F-3 (File No. 333-289655) (the " Registration Statement ") to become effective on August 21, 2025,
at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel I. Goldberg, counsel to the Registrant,
at (212) 479-6722.

 Very
truly yours,

 ZOOZ
Power Ltd.

 /s/ Avi Cohen

 Avi Cohen

 Executive Chairman of the Board

 cc:
 Daniel I. Goldberg, Cooley LLP

 Ofer
Ben-Yehuda, Shibolet & Co.

 Ivor Krumholtz, Shibolet & Co.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Jordan Fried
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel

 Re: ZOOZ Power Ltd.
 Registration Statement on Form F-3
 Filed August 15, 2025
 File No. 333-289655
Dear Jordan Fried:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Daniel I. Goldberg, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ZOOZ
Power Ltd.

 4B
Hamelacha Street

 Lod
7152008, Israel

 August
8, 2025

 Via
 Edgar

 United
States Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Jeff Kauten

 RE: ZOOZ
 Power Ltd.
 Registration
 Statement on Form F-3

 File
 No. 333-288916

 Acceleration
Request

 Requested
 Date:
 August
 11, 2025

 Requested
 Time:
 9:00
 A.M. Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ")
hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form F-3 (File No. 333-288916) (the " Registration Statement ") to become effective on August 11, 2025, at
9:00 a.m., Eastern Time, or as soon thereafter as is practicable.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel I. Goldberg, counsel to the Registrant,
at (212) 479-6722.

 Very
truly yours,

 ZOOZ
Power Ltd.

 /s/
 Avi Cohen

 Avi
 Cohen

 Executive
 Chairman of the Board

 cc:
 Daniel
 I. Goldberg, Cooley LLP

 Ofer
 Ben-Yehuda, Shibolet & Co.

 Ivor
 Krumholtz, Shibolet & Co.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Erez Zimerman
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel

 Re: ZOOZ Power Ltd.
 Registration Statement on Form F-3
 Filed July 24, 2025
 File No. 333-288916
Dear Erez Zimerman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Daniel I. Goldberg
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ZOOZ
Power Ltd.

 4B
Hamelacha Street

 Lod
7152008, Israel

 July
8, 2025

 Via
 Edgar

 United
States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Alexandra Barone

 RE:
 ZOOZ
 Power Ltd.

 Registration
 Statement on Form F-3

 File
 No. 333-288280

 Acceleration
Request

 Requested
 Date:
 July
 9, 2025

 Requested
 Time:
 4:00
 P.M. Eastern Time

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the " Registrant ")
hereby requests that the Securities and Exchange Commission (the " Commission ") take appropriate action to cause
the above-referenced Registration Statement on Form F-3 (File No. 333-288280) (as amended to date, the " Registration Statement "),
to become effective on July 9, 2025, at 4:00 p.m. Eastern Time, or as soon thereafter as is practicable, or at such later time as the
Registrant may orally request via telephone call to the Commission's staff.

 Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel I. Goldberg, counsel to the Registrant,
at (212) 479-6722.

 Very
truly yours,

 ZOOZ
Power Ltd.

 /s/
 Erez Zimerman

 Erez Zimerman

 Chief Executive Officer

 cc:

 Daniel
 I. Goldberg, Cooley LLP

 Ofer
Ben-Yehuda, Shibolet & Co.

 Ivor Krumholtz, Shibolet & Co.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 2, 2025

Erez Zimmerman
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel

 Re: ZOOZ Power Ltd.
 Registration Statement on Form F-3
 Filed June 24, 2025
 File No. 333-288280
Dear Erez Zimmerman:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alexandra Barone at 202-551-8816 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Daniel L. Goldberg, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ZOOZ
Power Ltd.

4B
Hamelacha Street

Lod
7152008, Israel

January
24, 2025

  Via
  Edgar

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Uwem Bassey

  Matthew Derby

RE: ZOOZ
                                            Power Ltd.

  Registration
                                            Statement on Form F-1

  File
                                            No. 333-284270

Acceleration
Request

  Requested
  Date:
  January 28, 2025

  Requested
  Time:
  4:00 P.M. Eastern Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form F-1 (File No. 333-284270) (the “Registration Statement”) to become effective on January 28, 2025, at
4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once
the Registration Statement has been declared effective, please orally confirm that event with Daniel I. Goldberg, counsel to the Registrant,
at (212) 479-6722.

Very
truly yours,

ZOOZ
Power Ltd.

  /s/
  Erez Zimerman

  Erez Zimerman

  Chief Executive Officer

  cc:
  Daniel I. Goldberg, Cooley
  LLP

  Ofer Ben-Yehuda, Shibolet
  & Co.

  Ivor Krumholtz, Shibolet & Co.

January 23, 2025
Avi Cohen
Executive Chairman
ZOOZ Power Ltd.
4B Hamelacha Street
Lod 7152008, Israel
Re:ZOOZ Power Ltd.
Registration Statement on Form F-1
Filed January 14, 2025
File No. 333-284270
Dear Avi Cohen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Uwem Bassey at 202-551-3433 or Matthew Derby at 202-551-3334
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Daniel I. Goldberg

CORRESP
1
filename1.htm

ZOOZ
Power Ltd.

4B
Hamelacha St.

Lod
7152008

Israel

VIA
EDGAR

June
7, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Jeff Kauten

Jan
Woo

    Re:
    ZOOZ
    Power Ltd. (the “Company”)

    Registration
    Statement on Form F-1 (File No. 333-279223)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement be declared effective by the Securities and Exchange Commission at 3:00 p.m., Eastern Time, on Monday, June 10, 2024, or as
soon as practicable thereafter.

    Very
    truly yours,

    ZOOZ
    POWER LTD.

    By:
    /s/
    Avi Cohen

    Name:
    Avi
    Cohen

    Title:
    Executive
    Chairman of the Board of Directors

    cc:
    Nahal
    A. Nellis, Esq.

    Ellenoff
    Grossman & Schole LLP

    Steven
    M. Skolnick, Esq.

    Lowenstein
    Sandler LLP

CORRESP
1
filename1.htm

June
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Jeff
    Kauten

    Jan
    Woo

    Re:

    ZOOZ
    Power Ltd.

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    May 23, 2024

    File
    No. 333- 279223

Ladies
and Gentlemen:

This
letter is submitted on behalf of ZOOZ Power Ltd. (the “Company” or “ZOOZ”) in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in the letter dated May 30, 2024 (the “Comment Letter”) regarding Amendment No. 1 to the Company’s Registration
Statement on Form F-1 filed with the Commission on May 23, 2024 (as amended, the “Registration Statement”). In connection
with this response to the Comment Letter, the Company is contemporaneously filing an amendment to the Registration Statement (“Amendment
No. 2”), to address the Staff’s comments in the Comment Letter and updating the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the
Comment Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth
immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No. 2 in
response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 2.
Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 2.

Amendment
No. 1 to Registration Statement on Form F-1

Incorporation
of Certain Information by Reference, page 45

    1.
    We
    note your response to prior comment 5 and reissue the comment. In this regard and notwithstanding the accounting classification of
    the transaction, since ZOOZ Power Ltd. is a successor issuer to a shell company you do not appear to be eligible to incorporate by
    reference and will not be able to do so until three years after the completion of the business combination. Please revise the Form
    F-1 to provide all disclosure required by the form that currently is incorporated by reference. Refer to General Instruction VI.D
    of Form F-1 and to the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021.

The
Company respectfully acknowledges the Staff’s comment. The Company has revised Amendment No. 2 to remove the section “Incorporation
of Certain Information by Reference” and has included the information previously incorporated by reference therein. However, the
Company respectfully disagrees with the Staff’s conclusion that the Company is a successor issuer to a shell company, and as a
result, the Company is ineligible to incorporate by reference.

Instruction
VI.D of Form F-1 provides that a registrant may incorporate by reference if, among other things, the registrant is not and during the
past three years neither the registrant nor any of its predecessors was: (a) a blank check company as defined in Rule 419(a)(2); (b)
a shell company, other than a business combination related shell company, each as defined in Rule 405 of Regulation C (“Rule
405”); or (c) a registrant for an offering of penny stock as defined in Rule 3a51-1 of the Securities and Exchange Act of 1934,
as amended. Rule 405 defines “predecessor” as “a person the major portion of the business and assets of which another
person acquired in a single succession, or in a series of related successions in each of which the acquiring person acquired the major
portion of the business and assets of the acquired person.”

The
Company believes that the structure of its business combination transaction with Keyarch Acquisition Corporation, a Cayman Islands exempted
company (“Keyarch”), and related transactions support the determination that the Company is not prohibited from incorporating
by reference in a registration statement on Form F-1 because (i) the Company has never been a blank check company, a shell company or
a registrant for the offering of penny stock and (ii) Keyarch should not be considered a “predecessor” of the Company (and
thus the Company is not a “successor” of Keyarch).

The
Company notes that on April 4, 2024 (the “Closing Date”), Keyarch and the Company, a limited liability company organized
under the laws of the State of Israel, consummated (the “Closing”) their previously announced business combination
(the “Business Combination”), pursuant to that certain Business Combination Agreement, dated as of July 30, 2023 (as
amended on February 9, 2024, March 8, 2024 and March 15, 2024, the “Business Combination Agreement”), by and among
Keyarch, ZOOZ, ZOOZ Power Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of ZOOZ (“Merger Sub”),
Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), in the capacity as representative
of specified shareholders of Keyarch after the effective time of the Business Combination, and, by a joinder agreement, Dan Weintraub
in the capacity as representative of the pre-Closing shareholders of ZOOZ after the effective time of the Business Combination. Pursuant
to the Closing, Keyarch became a direct, wholly-owned subsidiary of the Company.

The
Company believes that the structure of the Business Combination with Keyarch is distinguishable from the traditional de-SPAC structures
contemplated by the Staff Statement on Select Issues Pertaining to Special Purpose Acquisition Companies issued March 31, 2021. In a
traditional de-SPAC structure, a shell company acquires a target operating company by issuing shares of the shell company’s stock
to the holders of the target, and by virtue of such transaction, the shell company remains the issuer with listed securities and becomes
an operating company by succeeding to the business of the target. In an alternative de-SPAC “double dummy” structure, a new
holding company with no operations is formed to facilitate the business combination, and such holding company becomes the listed issuer
following the transaction. In both such cases, the listed issuer would have previously been a shell company, other than a business combination
related shell company, as defined in Rule 405.

By
contrast, in the Business Combination, at no point was the company that is now the listed issuer, ZOOZ, a shell company. Prior to and
subsequent to the Closing, ZOOZ develops, produces, markets and sells energy storage systems based on storing kinetic energy in flywheels
for ultra-fast charging of electric vehicles. In addition, the Company believes that Keyarch does not meet the definition of a “predecessor”
of the Company under Rule 405 because Keyarch did not operate a business prior to the Closing, the Company did not acquire the business,
if any, of Keyarch, and the Company did not acquire the major portion of the assets of Keyarch. With respect to acquiring the business
of Keyarch, the very definition of “shell company” renders this impossible, as Rule 405 provides that a shell company has
“no (or nominal) operations,” so there is no business to acquire or succeed to. Alternatively, even if we stretch the definition,
the stated business purpose of Keyarch was to “effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.” In contrast, ZOOZ develops, produces, markets and sells energy storage
systems based on storing kinetic energy in flywheels for ultra-fast charging of electric vehicles. Even if it could be said that Keyarch
had any business, the Company did not acquire the business because such business ceased at the Closing and has not continued at ZOOZ
and there is no “continuity of [Keyarch’s] operations,” as per Regulation S-X Article 11-01(d). Therefore, ZOOZ does
not believe that it acquired any business of Keyarch.

The
accounting treatment for the Business Combination also supports the conclusion that ZOOZ did not succeed to the business of Keyarch.
Due to the limited business conducted by Keyarch, the Business Combination was accounted for as a capital transaction in substance and
not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, the Company was treated
as the accounting acquirer and Keyarch was treated as the acquired company for financial reporting purposes per ASC 805, with the Business
Combination being accounted for as a recapitalization of ZOOZ. Accordingly, the Company does not believe that it acquired the “major
portion of the business” of Keyarch.

Further,
the only assets that ZOOZ acquired from Keyarch were the cash remaining in Keyarch’s trust account, after substantially all funds
were used for redemptions by the public shareholders, and the cash proceeds from a private placement of Keyarch shares that closed immediately
prior to the Closing, lending more support for the conclusion that the Business Combination was not an acquisition of a business by ZOOZ
but effectively a recapitalization and issuance of equity for cash. Therefore, the Company does not believe that Keyarch should be considered
the Company’s predecessor for the purposes of determining its eligibility to incorporate by reference under Instruction VI.D of
Form F-1.

General

    2.
    We
    note your response to prior comment 7 and reissue the comment. Please 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.

The
Company acknowledges the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see page
64 of Amendment No. 2.

We
believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding
the foregoing, please feel free to contact outside counsel to the Company, Steven M. Skolnick, Esq. of Lowenstein Sandler, LLP, at (973)
597-2476.

    Very
    truly yours,

    /s/
    Avi Cohen

    Avi
                                            Cohen

    Executive
    Chairman of the Board of Directors

    ZOOZ
    Power Ltd.

    cc:
    Steven
                                            M. Skolnick, Esq., Lowenstein Sandler, LLP

    Alexander
    E. Dinur, Esq., Lowenstein Sandler, LLP.

United States securities and exchange commission logo
May 30, 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-1
Filed May 23, 2024
File No. 333-279223
Dear Boaz Weizer:
            We have reviewed your amended 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 May 17, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1
Incorporation of Certain Information by Reference, page 45
1.We note your response to prior comment 5 and reissue the comment. In this regard and
notwithstanding the accounting classification of the transaction, since ZOOZ Power
Ltd. is a successor issuer to a shell company you do not appear to be eligible to
incorporate by reference and will not be able to do so until three years after the
completion of the business combination. Please revise the Form F-1 to provide all
disclosure required by the form that currently is incorporated by reference. Refer to
General Instruction VI.D of Form F-1 and to the Staff Statement on Select Issues
Pertaining to Special Purpose Acquisition Companies issued March 31, 2021.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 May 30, 2024 Page 2
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
May 30, 2024
Page 2
General
2.We note your response to prior comment 7 and reissue the comment. Please 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.
            Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alex Dinur

CORRESP
1
filename1.htm

May
23, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Industrial Applications and Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Kyle
    Wiley

    Jeff
    Kauten

    Re:
    ZOOZ Power Ltd.

    Registration Statement on Form F-1

    Filed May 8, 2024

    File No. 333- 279223

Ladies
and Gentlemen:

This
letter is submitted on behalf of ZOOZ Power Ltd. (the “Company” or “ZOOZ”) in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in the letter dated May 17, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement on Form
F-1 filed with the Commission on May 8, 2024 (the “Registration Statement”). In connection with this response to the
Comment Letter, the Company is contemporaneously filing an amendment to the Registration Statement (“Amendment No. 1”),
to address the Staff’s comments in the Comment Letter and updating the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the
Comment Letter have been restated below in their entirety in italic type, with the Company’s corresponding responses set forth
immediately under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No. 1 in
response to the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 1.
Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-1 filed on May 8, 2024

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.

The
Company acknowledges the Staff’s comment, and the Company has revised the cover page of Amendment No. 1 to include disclosure of
the price 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.

The
Company acknowledges the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see the
cover page and pages 4, 6 and 7 of Amendment No. 1. The Company has not added the disclosure to the use of proceeds section because the
company respectfully notes that the shares being registered for resale are not shares underlying warrants.

    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.

The
Company acknowledges the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see the
cover page of Amendment No. 1.

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.

The
Company acknowledges the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see pages
6 and 7 of Amendment No. 1.

Incorporation
by Reference, page 45

    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.

The
Company respectfully acknowledges the Staff’s comment. The Company notes that the definition of “blank check company”
in Rule 419(a)(2) includes “a development stage company that has no specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person. . . .”
The Company respectfully notes that on April 4, 2024 (the “Closing Date”), Keyarch Acquisition Corporation, a Cayman
Islands exempted company (“Keyarch”), and the Company, a limited liability company organized under the laws of the
State of Israel, consummated (the “Closing”) their previously announced business combination (the “Business
Combination”), pursuant to that certain Business Combination Agreement, dated as of July 30, 2023 (as amended on February 9,
2024, March 8, 2024 and March 15, 2024, the “Business Combination Agreement”), by and among Keyarch, ZOOZ, ZOOZ Power
Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of ZOOZ (“Merger Sub”), Keyarch Global
Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), in the capacity as representative of specified
shareholders of Keyarch after the effective time of the Business Combination, and, by a joinder agreement, Dan Weintraub in the capacity
as representative of the pre-Closing shareholders of ZOOZ after the effective time of the Business Combination. Pursuant to the Closing,
Keyarch became a direct, wholly-owned subsidiary of the Company.

For
the reasons described below, the Company does not
believe it meets the definition of “blank check company”. ZOOZ develops, produces, markets and sells energy storage
systems based on storing kinetic energy in flywheels for ultra-fast charging of electric vehicles. The Company was founded in 2013 as
a private company under the framework of the Israel Innovation Authority, focused on developing a new concept of flywheel. Prior to the
Business Combination, ZOOZ was and continues to be a publicly traded company in Israel and its ordinary shares are traded on the Tel
Aviv Stock Exchange. In connection with the Business Combination, ZOOZ became a new registrant and filed a Registration Statement on
Form F-4 (the “Form F-4”), to register the issuance of its ordinary shares in the Business Combination to the holders
of shares of capital stock of Keyarch. At the time of the filing of the Form F-4, ZOOZ became an SEC reporting company and received its
own CIK number and Commission File Number under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, ZOOZ has been considered the accounting acquirer, and the Business Combination is being accounted for as a recapitalization
of ZOOZ. ZOOZ is the registrant for purposes of the Registration Statement, and Keyarch is not its predecessor for (i)
SEC reporting purposes as mentioned above (i.e., ZOOZ has its own CIK number and Commission File Number under the Exchange Act, independent
of Keyarch), (ii) Nasdaq listing purposes (i.e., ZOOZ had to file an initial listing application) or (iii) accounting
purposes (as explained in the previous sentence). Therefore, the Company believes that ZOOZ meets the eligibility requirements to be
able to incorporate by reference under Form F-1.

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.

The
Company acknowledges the Staff’s comment. We have revised the disclosure in response to the Staff’s comment. Please see the
cover page and pages 6 and 7 of Amendment No. 1.

    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.

The
Company acknowledges the Staff’s comment. The Company respectfully directs the Staff to the Company’s response to Comment
No. 5 above regarding incorporation by reference. In light of the above, and given the fact that the Company is incorporating by reference
the MD&A section from the Company’s Annual Report on Form 20-F, filed on April 30, 2024, and not including a separate MD&A
in the Registration Statement, the Company undertakes to add the disclosure called for by this comment in its next periodic filing that
includes an MD&A section. The Company believes that the other changes in response to the Staff’s comments set forth in Amendment
No. 1 identify and describe the information that the Company has agreed to disclosed in the MD&A section in future periodic filings.

We
believe that this letter fully responds to your questions and/or comments. However, if you have any further questions or comments regarding
the foregoing, please feel free to contact outside counsel to the Company, Steven M. Skolnick, Esq. of Lowenstein Sandler, LLP, at (973)
597-2476.

    Very truly yours,

    /s/ Boaz
    Weizer

    Boaz Weizer

    Chief Executive Officer

    ZOOZ Power Ltd.

    cc:
    Steven
    M. Skolnick, Esq., Lowenstein Sandler, LLP

    Alexander
    E. Dinur, Esq., Lowenstein Sandler, LLP.

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

ZOOZ
Power Ltd.

4B
Hamelacha St.

Lod
7152008

Israel

VIA
EDGAR

March
15, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attn:
Austin Pattan

    Re:

    ZOOZ
                                            Power Ltd.

    Registration
    Statement on Form F-4, as amended (File No. 333-277295) (the “Registration Statement”)

Dear
Mr. Pattan:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant, ZOOZ Power Ltd., hereby requests acceleration
of effectiveness of the above referenced Registration Statement so that it will become effective at 3:00 p.m. Eastern Standard Time on
Monday, March 18, 2024, or as soon as thereafter practicable.

    Very
    Truly Yours,

    ZOOZ
    POWER LTD.

    By:

    /s/
    Boaz Weizer

    Name:
    Boaz
    Weizer

    Title:
    Chief Executive Officer

    cc:
    Nahal
    A. Nellis, Esq.

    Ellenoff
    Grossman & Schole LLP

    Steven
    M. Skolnick, Esq.

    Lowenstein
    Sandler LLP

CORRESP
1
filename1.htm

VIA
EDGAR

March
15, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attention:
Austin Pattan

Re:
ZOOZ Power Ltd.

Amendment
No. 1 to Registration Statement on Form F-4

Filed
March 11, 2024

File
No. 333-277295

Dear
Mr. Pattan,

ZOOZ
Power Ltd. (the “Company,” “ZOOZ,” “we,” “our” or “us”)
hereby transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), dated March 13, 2024, regarding our Amendment No. 1 to
Registration Statement on Form F-4 (the “Registration Statement”), filed with the Commission on March 11, 2024.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments to the Registration Statement have been made in the Company’s
Amendment No. 2 to the Registration Statement on Form F-4 (the “Amended Registration Statement”), which is being filed
with the Commission contemporaneously with the submission of this 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 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.

Response
to Comment 1: The Company respectfully acknowledges the Staff’s comment and has amended the business combination agreement to
remove all earnout milestones relating to any revenues and, as a result, bases the earnout only on share price targets. Each share price
target, if achieved, would result in issuance of a set and fixed amount of shares.

The
Company and relevant parties have entered into this amendment to the business combination agreement which is included as an annex and
exhibit to the Amended Registration Statement, and have entered into an amendment to the sponsor letter agreement to make corresponding
amendments, which is also included as an exhibit to the Amended Registration Statement. The Company has updated disclosure in the Amended
Registration Statement in respect of the Staff’s comment to reflect these amendments.

We
thank the Staff for its review of the foregoing and Amended Registration Statement. If you have any further comments, please feel free
to contact Nahal A. Nellis, Esq. at nnellis@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Boaz Weizer

    Boaz
    Weizer, Chief Executive Officer

    ZOOZ
    Power Ltd.

    cc:

    Nahal
    Nellis, Esq.

    Ellenoff
    Grossman & Schole LLP

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

CORRESP
1
filename1.htm

VIA
EDGAR

March
11, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attention:
Austin Pattan

Re:
ZOOZ Power Ltd.

Registration
Statement on Form F-4

Filed
February 23, 2024

File
No. 333-277295

Dear
Mr. Pattan,

ZOOZ
Power Ltd. (the “Company,” “ZOOZ,” “we,” “our” or “us”)
hereby transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), dated March 4, 2024, regarding our Registration Statement
on Form F-4 (the “Registration Statement”), filed with the Commission on February 23, 2024.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments to the Registration Statement have been made in the Company’s
Amendment No. 1 to the Registration Statement on Form F-4 (the “Amended Registration Statement”), which is being filed
with the Commission contemporaneously with the submission of this 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.

Response
to Comment 1: The Company respectfully acknowledges
the Staff’s comment and has provided its accounting analysis below.

The
Company concluded that the settlement provisions in the earnout arrangement are met, and therefore determined that the instrument is
indexed to the combined company’s own stock and, consequently, according to the guidance in ASC 815-40-15-7F, is classified
as equity. The accounting analysis is set forth below:

First,
the Company analyzed whether the earnout shares are in the scope of ASC 718. If the issuance of shares is contingent on goods or services
being provided by the recipient, ASC 718 applies.

The
Earn-Out shares are issued in connection and as part of the consideration to the holders of ZOOZ’s stockholders as part of the
Business Combination. The Earn-Out shares are not conditioned of future employment nor on goods or services being provided by the recipient
but are only conditioned on the trading price of the shares of common stock achieving a specified target price or Company’s
gross revenues (the issuer’s own operations).

Accordingly,
the Company concluded that the Earn-Out shares are outside the scope of ASC 718. If the Earn-Out shares are not within the scope of ASC
718, earn-out arrangements that represent equity-linked instruments are classified as either liabilities or equity instruments on the
basis of ASC 815-40 and should be analyzed under the equity-linked instrument accounting models. ASC 815-10-15-74 states in part that:

“Notwithstanding
the conditions of paragraphs 815-10-15-13
through 15-139, the reporting entity shall not consider the following contracts to be derivative instruments for purposes of this Subtopic:

    a)
    Contracts
    issued or held by that reporting entity that are both:

    1.
    Indexed
    to its own stock

    2.
    Classified
    in stockholders’ equity in its statement of financial position.”

The
Company analyzed whether the earnout shares are considered “indexed to its own stock” in accordance with the provisions of
ASC 815-40-15-7 which state in part that:

“An
entity shall evaluate whether an equity-linked
financial instrument (or embedded feature), as discussed in paragraphs 815-40-15-5 through 15-8 is considered indexed to its
own stock within the meaning of this Subtopic and paragraph 815-10-15-74(a) using the following two-step approach:

a) Evaluate
                                            the instrument’s contingent exercise provisions, if any.

b) Evaluate
                                            the instrument’s settlement provisions.”

Therefore,
the Company evaluated the indexation requirements by using a two-step process:

    ●
    Step
    1 – The exercise or settlement of the contract (“contingent exercise provisions”).

    ●
    Step
    2 – The monetary value of the settlement amount (i.e., factors that affect the settlement amount, or “settlement
    provisions”).

For
an exercise contingency to not prevent a contract from being indexed to the combined company’s stock, it must meet the guidance
in ASC 815-40-15-7A, which states, in part:

“An
exercise contingency shall not preclude an
instrument (or embedded feature) from being considered indexed to an entity’s own stock provided that it is not based on either
of the following:

 a. An
                                            observable market, other than the market for the issuer’s stock (if applicable)

 b. An
                                            observable index, other than an index calculated or measured solely by reference to the issuer’s
                                            own operations (for example, sales revenue of the issuer; earnings before interest, taxes,
                                            depreciation, and amortization of the issuer; net income of the issuer; or total equity of
                                            the issuer).”

According
to ASC 815-40-17-7A, exercise contingencies do not preclude an instrument from being considered indexed to an entity’s own
stock provided that it is not based on (1) an observable market, other than the market for the issuer’s stock; or (2) An observable
index, other than an index calculated or measured solely by reference to the issuer’s own operations. In the Company’s
circumstances, the contingency relates to whether of the Company’s share price exceeds a targeted price or targeted gross revenues
(the issuer’s own operations). Accordingly, under step 1, the Company concluded that the Earn-out arrangement is not precluded
from being considered indexed to an entity’s own stock pursuant to ASC 815-30-15-7.

The
Company secondarily analyzed the settlement provisions of ASC 815-40-15-7C, which states in part that:

“Unless
paragraph 815-40-15-7A precludes it, an instrument
(or embedded feature) shall be considered indexed to an entity’s own stock if its settlement amount will equal the difference between
the following:

 a. The
                                            fair value of a fixed number of the entity’s equity shares

 b. A
                                            fixed monetary amount or a fixed amount of a debt instrument issued by the entity.

For
example, an issued share option that gives the counterparty a right to buy a fixed number of the entity’s shares for a fixed price
or for a fixed stated principal amount of a bond issued by the entity shall be considered indexed to the entity’s own stock.”

In
addition, ASC 815-40-15-7E states that “a fixed-for-fixed forward or option on equity shares has a settlement
amount that is equal to the difference between the price of a fixed number of equity shares and a fixed strike price. The fair value
inputs of a fixed-for-fixed forward or option on equity shares may include the entity’s stock price and additional variables, including
all of the following:

 a. Strike
                                            price of the instrument

 b. Term
                                            of the instrument

 c. Expected
                                            dividends or other dilutive activities

 d. Stock
                                            borrow cost

 e. Interest
                                            rates

 f. Stock
                                            price volatility

 g. The
                                            entity’s credit spread

 h. The
                                            ability to maintain a standard hedge position in the underlying shares.

Determinations
and adjustments related to the settlement amount (including the determination of the ability to maintain a standard hedge position) shall
be commercially reasonable.”

Finally,
ASC 815-40-15-7F states that “an instrument (or embedded feature) shall not be considered indexed to the entity’s
own stock if its settlement amount is affected by variables that are extraneous to the pricing of a fixed-for-fixed option or forward
contract on equity shares. An instrument (or embedded feature) shall not be considered indexed to the entity’s own stock
if either:

 a. The
                                            instrument’s settlement calculation incorporates variables other than those
                                            used to determine the fair value of a fixed-for-fixed forward or option on equity shares.

 b. The
                                            instrument contains a feature (such as a leverage factor) that increases exposure to the
                                            additional variables listed in the preceding paragraph in a manner that is inconsistent with
                                            a fixed-for-fixed forward or option on equity shares.”

ASC
815-40-15-7C provides guidance on how to evaluate an instrument’s settlement provisions to determine whether the instrument is
indexed to the reporting entity’s own stock. This guidance is often referred to as the “fixed for fixed” rule. The
strike price or the number of shares used to calculate the settlement amount is not considered fixed if the terms of the instrument or
embedded component allow for any potential adjustment (except as discussed allowed by ASC 815-40-15-7E), regardless of the probability
of the adjustment being made or whether the reporting entity can control the adjustment. ASC 815-40-15-7E discusses the exception to
the “fixed for fixed” rule. This exception allows an instrument to be considered indexed to the reporting entity’s
own stock even if adjustments to the settlement amount can be made, provided those adjustments are based on standard inputs used to determine
the value of a “fixed for fixed” forward or option on equity shares (and the step one analysis does not preclude such a conclusion).

In
the Company’s circumstances, the Earn-Out
arrangement provides for multiple settlement alternatives. The contract could result in the issuance of a number of shares ranging from
zero to 4,000,000 based on whether stock exceeds targeted prices. However, although the contract may result in different number
of shares issued, the stock price, which is an input into a “fixed-for-fixed” valuation model, determines the number of shares
to be issued.

In
addition, following the First Amendment to the Business Combination Agreement, dated February 9, 2024, each gross revenues target
earnout provision is commencing with the first full fiscal quarter following the previous Earnout Milestone Achievement Date, therefore
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 (i.e., the settlement amounts are equal to the price of a fixed number of equity shares).

In
conclusion of the above, the conditions set
in ASC 815-40-15-7F does not preclude the earnout shares to be considered indexed to the entity’s own stock since the fixed-for-fixed
requirement are met and there is no feature that increases exposure to the additional variables listed above.

Accordingly,
the Company concluded that the settlement provisions in the earnout arrangement under step 2 (of the 2-step approach in accordance
with the provisions of ASC 815-40-15-7) are met, and therefore determined that the instrument is indexed to the combined company’s
own stock and is, consequently, classified as equity.

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.

Response
to Comment 2: The Company
respectfully acknowledges the Staff’s comments and has revised the disclosure on pages F-11, F-33 and F-34 of the Amended Registration
Statement, as follows:

During
the years ended December 31, 2020, 2021 and 2022 and the six-months ended June 30, 2023, the Company received grants from the BIRD Foundation
and various governmental institutes (the IIA, the Ministry of Economy and the Ministry of Energy), as well as from NYPA (this NYPA grant
was only received by the Company in the six-month period ended June 30, 2023).

With
respect to the Staff’s comment regarding the Company’s total contingent obligation for royalties as of December 31,
2022 and the total amount of grants received from 2020 through 2022, the Company notes that for the three-year period ended December
31, 2022, the Company recorded accumulated grants of $1.2 million from the BIRD Foundation, the IIA, the Ministry of Economy
and the Ministry of Energy. The Company respectfully notes that this aggregate amount of $1.2 million included $0.9 million
of grants received in cash until the end of 2022 and a grant from the IIA in the amount of $0.3 million, which was received in
early January 2023 and recorded by the Company in 2022, since the work, for which the grant was to be received, was performed by the
Company in 2022, as detailed in the table below. With the addition of accumulated interest of $0.06 million, the aggregate
amount of contingent obligation is $1.26 million (rounded to $1.3 million in the Company’s financial statements for the year ended
Decemb

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

VIA
EDGAR

February
22, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attention:
Austin Pattan

Re:
ZOOZ Power Ltd.

Amendment
No. 2 to Draft Registration Statement on Form F-4

Submitted
December 5, 2023

CIK
No. 0001992818

Dear
Mr. Pattan,

ZOOZ
Power Ltd. (the “Company,” “ZOOZ,” “we,” “our” or “us”)
hereby transmits the Company’s responses to the comment letter received from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”), dated December 14, 2023, regarding our Amendment No. 2
to the Draft Registration Statement on Form F-4 (the “Prior Registration Statement”) submitted to the Commission on
December 5, 2023.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments to the Prior Registration Statement have been made in the
Company’s Registration Statement on Form F-4 (the “Amended Registration Statement”), which is being filed with
the Commission contemporaneously with the submission of this letter.

Amendment
No. 2 to Draft Registration Statement on Form F-4

Unaudited
Pro Forma Condensed Combined Financial Information Unaudited Condensed Combined Pro Forma Balance Sheet, page 46

 1. In
                                            response to prior comment 2, you indicate that as a result of the expected PIPE Investment,
                                            you believe you will have net tangible assets of at least $5,000,001 under each of the redemption
                                            scenarios. Please explain how you believe you meet this condition under the Maximum Redemption
                                            Scenarios considering the pro forma combined total shareholders’ deficit.

Response
to Comment 1: The Company respectfully acknowledges the Staff’s comments and submits that the net tangible assets under the Maximum
Redemption Scenario exceed the amount of $5,000,001 following the earnout reclassification to equity. The earn-out provisions
in the business combination agreement were amended, primary by the elimination of 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 and,
accordingly, the earnout is now classified within equity. Please see pages 50 and 51 of the Amended Registration Statement.

Note
4. Adjustments to Unaudited Condensed Combined Pro Forma Financial Information

Adjustments to Unaudited Condensed Combined Pro Forma
Financial Statements, page 60

2. In
                                            adjustment (A), please explain to us how the reclassification of marketable securities held
                                            in trust account made available results in the issuance of ordinary shares at $0.00077 per
                                            share as well as the related impact on the adjustments to pro forma shareholders’ equity
                                            in adjustment (B).

Response
to Comment 2: The Company respectfully acknowledges the Staff’s comments and has revised adjustment (A) and (B), to the Unaudited
Condensed Combined Pro Forma Financial Statements included in the Amended Registration Statement. Please see disclosure beginning
on page 60 of the Amended Registration Statement.

Background
of the Business Combination, page 127

3. We
                                            note your disclosure on page 32 that you expect to secure a PIPE investment of $20 million
                                            prior to the closing of the business combination. Please update your discussion of the background
                                            of the business combination to describe any negotiations or board deliberations in connection
                                            with the PIPE investment.

Response
to Comment 3: The Company respectfully acknowledges the Staff’s comment and has supplemented the discussion in the referenced section
to describe any negotiations or Keyarch board of directors’ deliberations in connection with the PIPE investment, and provided
updated disclosure regarding the applicable amount. The Company has subscription agreements for investments in the amount of $13 million.
Please see disclosure beginning on page 134 of the Amended Registration Statement and referenced disclosure throughout the registration
statement to the $13 million in PIPE investment, as well as the form of Subscription Agreement included as Exhibit 10.20 to the Amended
Registration Statement.

Audited
Financial Statements Notes

to the Financial Statements

Note
9 - Commitments and Contingencies, page F-33

4. We
                                            note your response to prior comment 7 indicating total grants to date amounted to $1.287
                                            million, which also appears to agree to the total contingent obligation for royalties disclosed
                                            in response to prior comment 6. However, your disclosures indicate that you also received
                                            grants from BIRD in the amount of $63 thousand and $169 thousand in the years ended December
                                            31, 2022 and 2021, respectively, as well as funding from BIRD for the Blink collaboration
                                            agreement in 2020 and $370 thousand from IIA for the Afcon collaboration agreement in 2022.
                                            In addition, you disclose funding from NYPA of $0.9 million. Further, we note from your disclosure
                                            on page 198 that you received grants from BIRD amounting to $0.9 million, from the Israeli
                                            Ministry of Economy and Industry in the amount of NIS 0.18 million, and from the Ministry
                                            of Energy Agreement in the amount of NIS 0.65 million, in addition to the grants from IIA.
                                            Please reconcile the total amount of grants in your response and the total contingent obligation
                                            for royalties to the disclosures in your filing.

Response
to Comment 4: The Company respectfully acknowledges the Staff’s comment and submits the following grants reconciliation reflecting
the amounts received in each fiscal period:

As
indicated in the table above, the total grants that the Company has received, not including funding from NYPA and accumulated interest,
amount to $1,287 thousand.

This
total amount includes funding from BIRD for the Blink collaboration agreement in 2020 in the amount of $90 thousand, grants from BIRD
in the amount of $169 thousand and $63 thousand in the years ended December 31, 2021 and 2022, respectively.

 The
table also indicates funding  in 2020, in the amount
of NIS 186 thousand ($50 thousand) from the Israeli Ministry of Economy and Industry, funding in 2020 in the amount of NIS 650 thousand
($171 thousand) from the Ministry of Energy Agreement as well as funding of $370 thousand from IIA for the Afcon collaboration
agreement in 2022.

With
respect to the funding from NYPA, the Company notes that the funding amount of $0.9 million relates to the total amount to which the
Company may be entitled, of which the Company has received as of June 30, 2023 a total amount of $0.26 million, as indicated in the table
above. The Company has accordingly clarified and supplemented its disclosure in the referenced financial statement notes
and related disclosure, of the Amended Registration Statement.

We
thank the Staff for its review of the foregoing and Amended Registration Statement. If you have any further comments, please feel free
to contact Nahal A. Nellis, Esq. at nnellis@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Boaz Weizer

    Boaz
    Weizer, Chief Executive Officer

    ZOOZ
    Power Ltd.

    cc:

    Nahal
    Nellis, Esq.

    Ellenoff
    Grossman & Schole LLP

United States securities and exchange commission logo
December 14, 2023
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-4
Submitted December 5, 2023
CIK No. 0001992818
Dear Boaz Weizer:
             We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR If you do not believe a comment applies to your facts and circumstances or do not
believe revisions in response to these comments are 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 and your filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
November 16, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Condensed Combined Pro Forma Balance Sheet, page 46
1.In response to prior comment 2, you indicate that as a result of the expected PIPE
Investment, you believe you will have net tangible assets of at least $5,000,001 under each
of the redemption scenarios. Please explain how you believe you meet this condition
under the Maximum Redemption Scenarios considering the pro forma combined total
shareholders’ deficit.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 December 14, 2023 Page 2
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
December 14, 2023
Page 2
Note 4. Adjustments to Unaudited Condensed Combined Pro Forma Financial Information
Adjustments to Unaudited Condensed Combined Pro Forma Financial Statements, page 60
2.In adjustment (A), please explain to us how the reclassification of marketable securities
held in trust account made available results in the issuance of ordinary shares at $0.00077
per share as well as the related impact on the adjustments to pro forma shareholders’
equity in adjustment (B).
Background of the Business Combination, page 127
3.We note your disclosure on page 32 that you expect to secure a PIPE investment of $20
million prior to the closing of the business combination. Please update your discussion of
the background of the business combination to describe any negotiations or board
deliberations in connection with the PIPE investment.
Audited Financial Statements
Notes to the Financial Statements
Note 9 - Commitments and Contingencies, page F-33
4.We note your response to prior comment 7 indicating total grants to date amounted to
$1.287 million, which also appears to agree to the total contingent obligation for royalties
disclosed in response to prior comment 6. However, your disclosures indicate that you
also received grants from BIRD in the amount of $63 thousand and $169 thousand in the
years ended December 31, 2022 and 2021, respectively, as well as funding from BIRD for
the Blink collaboration agreement in 2020 and $370 thousand from IIA for the Afcon
collaboration agreement in 2022. In addition, you disclose funding from NYPA of $0.9
million. Further, we note from your disclosure on page 198 that you received grants from
BIRD amounting to $0.9 million, from the Israeli Ministry of Economy and Industry in
the amount of NIS 0.18 million, and from the Ministry of Energy Agreement in the
amount of NIS 0.65 million, in addition to the grants from IIA. Please reconcile the total
amount of grants in your response and the total contingent obligation for royalties to the
disclosures in your filing.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 December 14, 2023 Page 3
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
December 14, 2023
Page 3
            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

United States securities and exchange commission logo
November 16, 2023
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-4
Submitted November 2, 2023
CIK No. 0001992818
Dear Boaz Weizer:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 13, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form F-4
Summary
The Business Combination Agreement
Merger Consideration, page 28
1.We note your revised disclosure in response to prior comment 5 explaining how the stock
split will result in 6,000,000 ZOOZ ordinary shares post-Recapitalization. As previously
requested, please clarify your disclosure indicating that the stock split will cause the
implied value of the outstanding ZOOZ ordinary shares to equal $10 per share. That is, it
appears the stock split will only cause the number of outstanding ZOOZ ordinary shares to
equal 6,000,000. Tell us how a stock split of ZOOZ ordinary shares that results in

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 November 16, 2023 Page 2
 FirstName LastNameBoaz Weizer
ZOOZ Power Ltd.
November 16, 2023
Page 2
6,000,000 ZOOZ ordinary shares outstanding can cause an implied value of such shares to
be $10 per share, in light of the trading price of ZOOZ ordinary shares on the TASE. That
is, it appears that $10 per share is the assumed trading price of Keyarch Acquisition
Corporation ordinary shares for which ZOOZ ordinary shares will be exchanged into in
the Business Combination. In other words, it appears the implied value of the 6,000,000
ZOOZ ordinary shares outstanding will be $60,000,000 as a result of the Business
Combination, not the Recapitalization.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Condensed Combined Pro Forma Balance Sheet, page 46
2.We note that the consummation of the Business Combination is subject to various
conditions, including that either immediately prior to or upon the Closing, after giving
effect to the Redemption and any receipt of proceeds from any pre-Closing Keyarch
financing, Keyarch shall have net tangible assets of at least $5,000,001. Please tell us how
you meet this condition under each of the No, Interim, and Maximum Redemption
Scenarios.
Unaudited Condensed Combined Pro Forma Statement of Operations, page 52
3.Please disclose the nature of the adjustments labeled as 4(C). In addition, revise to give
effect to the actual redemption on July 20, 2023 as well as the impact of redemptions
under the Interim and Maximum Redemption Scenarios. That is, your pro forma
statements of operations should show the effect on income earned on investment held in
Trust Account from such redemptions as if the redemptions occurred as of the earliest
period presented.
Opinion of Keyarch's Financial Advisor, page 139
4.We note your response to our prior comment 13 and that the assumptions underlying
your provided projections appear to assume significant revenue growth inconsistent with
your historic operating trends. Please revise your disclosure to clearly discuss why the
board believes the assumptions underlying the projections are reasonable. Your revised
disclosure should highlight the relevant factors that could prevent this growth from
occurring.
ZOOZ Power Ltd.
Unaudited Condensed Interim Financial Statements
Notes to the Financial Statements
Note 2 - Significant Accounting Policies:
Revenues, page F-9
5.We note your disclosure that you have one type of performance obligation under your
contracts. Please clarify the nature of the performance obligation. Describe the promises
in your contracts and how you determined that you have a single performance obligation

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 November 16, 2023 Page 3
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
November 16, 2023
Page 3
and what consideration was given to the existence of any other distinct performance
obligation. In this regard, you disclose on page 211 that revenue is also generated from
professional services provided to customers in support of installation, operation, and
maintenance of your products, in addition to the sale of ZOOZTER™-100 products.
Note 6 - Commitments and Contingencies, page F-11
6.We note your disclosure of the amount of the commitment to pay royalties as of June 30,
2023 in response to prior comment 17. As previously requested, please revise to disclose
the total contingent obligation for royalties as of the balance sheet date. That is, we note
that you have committed to pay royalties on any sales of the products up to the amount of
the grants received from Israel Innovation Authority and other participation grants as well
as from collaborations agreements and pilot programs, plus interest at LIBOR with respect
to Israel Government grants and escalating based on the passage of time with respect to
the BIRD grants. Revise to disclose the total amount of grants and funding received to
date, plus interest and escalation, as applicable. Refer to ASC 450-10-50-4(b).
Audited Financial Statements
Notes to the Financial Statements
Note 9 - Commitments and Contingencies, page F-33
7.We note your revised disclosure in response to prior comment 18 of the amounts deducted
from research and development expenses. As previously requested, please reconcile these
amounts to your discussion of the grants and funding received from government grants
and collaborative arrangements in each of the periods presented. That is, we note your
policy that the amounts received were recorded as an offset to research and development
expenses, but the total amount of grants and funding received during each of the periods,
as noted from your discussion, appears to significantly exceed the amounts deducted from
research and development expenses in the table on page F-42. Consider providing us with
a summarized roll forward of your grants and funding account.
            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

United States securities and exchange commission logo
October 13, 2023
Boaz Weizer
Chief Executive Officer
ZOOZ Power Ltd.
4B Hamelacha St.
Lod 7152008
Israel
Re:ZOOZ Power Ltd.
Draft Registration Statement on Form F-4
Submitted September 18, 2023
CIK No. 0001992818
Dear Boaz Weizer:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-4 submitted September 18, 2023
Questions and Answers about the Business Combination and the Extraordinary General Meeting
Q: What percentage of the combined company will be owned by Keyarch shareholders who elect
not to redeem their shares?, page 17
1.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 October 13, 2023 Page 2
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
October 13, 2023
Page 2
Q: What interests do the Sponsor and the current officers and directors of Keyarch have in the
Business Combination?, page 20
2.Given that the Initial Stockholders, the Sponsor and the Keyarch directors have agreed to
vote in favor of the proposals, please specify the percentage of votes by public or
nonaffiliated holders required to approve each of the proposals.
3.Please describe the current value of any loans extends, fees due to, and out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
4.We note that you have waived the doctrine of corporate opportunities. Please revise the
conflicts of interest discussion so that it highlights all material interests in the transaction
held by the sponsor and the company’s officers and directors, including any fiduciary or
contractual obligations to other entities as well as any interest in, or affiliation with, the
target company. In addition, please clarify how the board considered those conflicts in
negotiating and recommending the business combination.
Summary
The Business Combination Agreement
Merger Consideration, page 28
5.Your disclosure here and on page 119 indicates that ZOOZ intends to effect a stock split
to cause the implied value of the outstanding ZOOZ ordinary shares to equal $10 per share
prior to the Effective Time.  Please explain how the reverse share split based on the
conversion ratio of approximately 11.4168 disclosed throughout the filing will result in an
implied value of ZOOZ ordinary shares of $10 per share prior to the Effective Time,
considering the trading price of ZOOZ ordinary shares on the TASE.
Summary
Redemption Rights, page 33
6.Your disclosure here that the minimum cash condition is 5,000,001 is inconsistent with
your disclosure elsewhere in the filing which states that the minimum cash condition is
$10 million. Please revise or advise.
Anticipated Accounting Treatment, page 35
7.You indicate here and on page 43 that ZOOZ’s existing shareholders may have the
greatest voting interest in the Combined Company under either redemption scenarios.
Please explain the basis for this assertion, considering that, under the No Redemption
Scenario, Keyarch’s existing shareholders, including the EBC Shares, are expected to own
50.3% of the Combined Company and ZOOZ’s existing shareholders are expected to only
have 49.7% ownership in the Combined Company based on the charts on pages 17 and 45.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 October 13, 2023 Page 3
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
October 13, 2023
Page 3
Risk Factors
The Restated ZOOZ Articles will provide that unless ZOOZ..., page 87
8.We note that you have designated the federal district courts of the United States as the
sole and exclusive forum for claims arising under both the Securities Act and the
Exchange Act. Please revise your risk factor to highlight that Section 22 of the Securities
act grants concurrent jurisdiction to both state and federal courts. Additionally, revise to
highlight that the exclusive forum provision may have the impact of discouraging claims
or limiting the ability of shareholders to bring a claim in a forum they find favorable.
Risks Related to the Business Combination, page 88
9.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Risks related to Ownership of the Combined Company's Shares, page 91
10.We note your risk factor that the future sales of ZOOZ ordinary shares may cause a
significant decline in their market price. Please expand this risk factor to highlight the
impact that additional redemptions may have on your ability to fund the surviving
company, including the likelihood that you will be unable to raise additional capital on
favorable terms, if at all. Discuss the downward pressure potential sales of securities
following additional capital raising transactions may have on the trading price of the
combined entity.
Reasons of the Keyarch Board for the Business Combination and the Recommendation of the
Board, page 126
11.We note your statement that the board decision to recommend the transaction was
“including, but not limited to, the following material factors.” Please revise to include,
without qualification, the full list of material factors considered by the board when
determining whether to recommend the business combination to shareholders.
Opinion of Keyarch's Financial Advisor, page 131
12.We note that your disclosures references a summary of the projections relied upon by the
board. Please revise to include the full material projections presented to the board.
13.Please revise this discussion to clearly highlight the material assumptions underlying the
projections and the limitations of the projections. Further, if the board considered multiple
sets of projections other than those referenced here, each should be highlighted in your
discussion, including the basis for the board's belief that the selected projections are
reasonable.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 October 13, 2023 Page 4
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
October 13, 2023
Page 4
ZOOZ's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 201
14.We note from the notes to the financial statements that operating expenses are offset by
grants from governments and others as well as changes in fair value of liability-classified
awards.  Please revise to disclose the impact of offsetting amounts on results of
operations.
EBC Shares, page 236
15.We note your disclosure that EarlyBirdCapital provided M&A advisory services to the
company in connection with the business combination. Please revise to describe the nature
of these services and the role of EarlyBirdCapital in the current transaction.
Certain Relationships and Related Person Transactions
Related Party Loans and Due to Affiliate, page 237
16.Please ensure your disclosure is complete.  In this regard, we note that you also issued an
unsecured promissory note in the principal amount of up to $180,000 to the Sponsor on
July 25, 2023, in connection with the Extension.
ZOOZ Power Ltd.
Notes to the Financial Statements
Note 9 - Commitments and Contingencies, page F-18
17.Please revise to disclose the total contingent obligation for royalties as of the balance
sheet date.
Note 14 - Research and Development Expenses, Net, page F-27
18.We note from your accounting policy on page F-13 that government grants and
reimbursements or cost-sharing from collaborative arrangements are offset against
research and development expenses.  Please reconcile the reduction for grants from
governments and others to your discussion of commitments and contingencies on page F-
18.

 FirstName LastNameBoaz Weizer
 Comapany NameZOOZ Power Ltd.
 October 13, 2023 Page 5
 FirstName LastName
Boaz Weizer
ZOOZ Power Ltd.
October 13, 2023
Page 5
            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