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.
 Boaz Weizer
FirstName LastNameBoaz  Weizer
ZOOZ Power    Ltd.
Comapany
October 13,NameZOOZ
            2023      Power Ltd.
October
Page 2 13, 2023 Page 2
FirstName LastName
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.
 Boaz Weizer
FirstName LastNameBoaz  Weizer
ZOOZ Power    Ltd.
Comapany
October 13,NameZOOZ
            2023      Power Ltd.
October
Page 3 13, 2023 Page 3
FirstName LastName
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.
 Boaz Weizer
FirstName LastNameBoaz  Weizer
ZOOZ Power    Ltd.
Comapany
October 13,NameZOOZ
            2023      Power Ltd.
October
Page 4 13, 2023 Page 4
FirstName LastName
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.
 Boaz Weizer
FirstName LastNameBoaz  Weizer
ZOOZ Power    Ltd.
Comapany
October 13,NameZOOZ
            2023      Power Ltd.
October
Page 5 13, 2023 Page 5
FirstName LastName
       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