UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 30, 2023
Keyarch Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-41243 |
|
98-1600074 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
275 Madison Avenue, 39th Floor
New York, NY 10016
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 914-434-2030
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Units,
each consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable warrant and one right |
|
KYCHU |
|
The
Nasdaq Stock Market LLC |
| Class
A Ordinary Shares included as part of the units |
|
KYCH |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
|
KYCHW |
|
The
Nasdaq Stock Market LLC |
| Rights
to receive one-tenth of one Class A Ordinary Share included as part of the units |
|
KYCHWR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On July 30, 2023, Keyarch
Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), entered into a Business Combination
Agreement (the “Business Combination Agreement”) with Zooz Power Ltd., a limited liability company organized
under the laws of the State of Israel (“ZOOZ”), together with Zooz Power Cayman, a Cayman Islands exempted company
and wholly owned subsidiary of ZOOZ (“Merger Sub”) and Keyarch Global Sponsor Limited, a Cayman Islands exempted
company, in the capacity of representative of shareholders of Keyarch as specified in the Business Combination Agreement. Pursuant to
the Business Combination Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Keyarch,
with Keyarch surviving as a wholly-owned subsidiary of ZOOZ. The transactions contemplated by the Business Combination Agreement are referred
to herein as the “Business Combination.”
On
July 31, 2023, Keyarch and ZOOZ issued a press release announcing their execution of the Business Combination Agreement. A copy of the
press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
On July 31,
2023, ZOOZ provided information regarding the proposed Business Combination in an immediate report filed with the Tel Aviv Stock Exchange
(the “TASE”) and the Israel Securities Authority (the “ISA”), through the TASE website
and the ISA’s Internet-based “MAGNA” system, respectively (the “Immediate Report”). An English
translation of the Immediate Report is furnished as Exhibit 99.2 hereto, and incorporated herein by reference.
On July 31, 2023, ZOOZ provided
information regarding the proposed Business Combination in an investor presentation (the “Investor Presentation”).
An English translation of the Investor Presentation a is furnished as Exhibit 99.3 hereto, and incorporated herein by reference.
The
information in this Item 7.01 and each of Exhibits 99.1, 99.2 and 99.3 attached hereto will not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference
in such filing.
Important Information and Where to Find
It
ZOOZ intends to file with the United States Securities
and Exchange Commission (“SEC”) a Registration Statement on Form F-4, which will include a proxy statement of
Keyarch that constitutes a prospectus for ZOOZ securities and a proxy statement for Keyarch’s shareholders (the “Registration
Statement”). The Registration Statement has not been filed with or declared effective by the SEC. Promptly after the Registration
Statement is declared effective by the SEC, Keyarch will mail the definitive proxy statement and a proxy card contained therein to its
shareholders. Investors and securityholders of Keyarch and other interested persons are advised to read, when available, the Registration
Statement, including preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement
in connection with Keyarch’s solicitation of proxies for the extraordinary general meeting to be held to approve the Business Combination
Agreement and the Business Combination (collectively, the “Transactions”) and other documents filed in connection
with the proposed Transactions because these documents will contain important information about ZOOZ, Keyarch, the Business Combination
Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders of Keyarch as of a record date to be established
in the future for voting on the Business Combination Agreement and the Transactions. The Registration Statement, including the definitive
proxy statement, the preliminary proxy statement and other relevant materials in connection with the Transactions (when they become available),
and any other documents filed by Keyarch with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing
to Keyarch at: 275 Madison Avenue, 39th Floor, New York, New York 10016. This Form 8-K does not contain all the information that should
be considered concerning the proposed Transactions and is not intended to form the basis of any investment decision or any other decision
in respect of the proposed Transactions. This Form 8-K is not a substitute for any registration statement or for any other document that
ZOOZ or Keyarch may file with the SEC in connection with the proposed Transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY (“ISA”), OR ANY OTHER REGULATORY AUTHORITY,
NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED
OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
ZOOZ, Keyarch, and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities
in respect of the proposed Transactions. Information regarding Keyarch’s directors and executive officers and their ownership of Keyarch’s
securities is set forth in Keyarch’s filings with the SEC. Additional information regarding the interests of the participants in the proxy
solicitation will be included in the Registration Statement when it becomes available. These documents can be obtained free of charge
from the sources indicated above.
No Solicitation or Offer
This communication and Form 8-K shall not constitute
an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities pursuant to the proposed Transactions or
otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Form 8-K contains, and certain oral statements
made by representatives of Keyarch and ZOOZ and their respective affiliates, from time to time may contain, “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Keyarch’s
and ZOOZ’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “might”
and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, Keyarch’s and ZOOZ’s expectations with respect to future performance and anticipated financial
impacts of the Transactions, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from
expected results. Most of these factors are outside of the control of Keyarch or ZOOZ and are difficult to predict. Factors that may cause
such differences include, but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions,
including the risk that any required regulatory or other approvals are not obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company following the Transactions (the “Company”) or the expected
benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions; (iii) the ability
of Keyarch prior to the Transactions, and the Company following the Transactions, to maintain or list, as applicable, the Company’s
shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation of the proposed Transaction;
(iv) costs related to the Transactions; (v) the failure to satisfy the conditions to the consummation of the Transactions, including the
approval of the Business Combination Agreement by the shareholders of Keyarch and ZOOZ, and the satisfaction of the minimum cash requirement
of the Business Combination Agreement following any redemptions by Keyarch’s public shareholders; (vi) the risk that the Transactions
may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (vii) the outcome
of any legal proceedings that may be instituted against Keyarch or ZOOZ related to the Transactions; (viii) the attraction and retention
of qualified directors, officers, employees and key personnel of Keyarch and ZOOZ prior to the Transactions, and the Company following
the Transactions (ix) the ability of ZOOZ prior to the Transactions, and the Company following the Transactions, to maintain relationships
with its suppliers and customers and the effect of the Transactions on its operating results and businesses in general; (x) the ability
of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance ZOOZ’s corporate reputation
and brand; (xii) the impact from future regulatory, judicial, and legislative changes to ZOOZ’s or the Company’s industry;
(xiiii) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xiv) future
financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual revenues;
(xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi)
the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability of the Company’s
patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the Company’s ability
to manage its marketing relationships and realize projected revenues from customers; (xix) the Company’s ability to meet its product
and/or service sales targets; (xx) the Company’s ability to execute its business plans and strategy; (xxi) the occurrence of a material
adverse change with respect to the financial position, performance, operations or prospects of Keyarch or ZOOZ; (xxii) the disruption
of ZOOZ’s management’s time from ongoing business operations due to the announcement and consummation of the proposed Transactions;
(xxiii) announcements relating to the Transactions having an adverse effect on the market price of Keyarch’s securities and/or ZOOZ’s
securities; (xxiv) risks associated with ZOOZ being an Israeli company located in Israel and the effect of any judicial reforms, security
and terrorist activity in or affecting Israel; (xxv) the lack of a third party valuation in determining whether or not to pursue the proposed
Transactions; (xxvi) limited liquidity and trading of Keyarch’s and/or ZOOZ’s securities; (xxvii) inaccuracies for any reason
in the estimates of expenses and profitability and projected financial information for ZOOZ and/or Keyarch; and (xxviii) other risks and
uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public
filings with the SEC, the TASE or the ISA by Keyarch or ZOOZ. Keyarch or ZOOZ caution that the foregoing list of factors is not exclusive.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such forward-looking statements. Forward-looking statements relate only to the date
they are made, and readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date
they are made. Keyarch and ZOOZ undertake no obligation to update forward-looking statements to reflect events or circumstances after
the date they were made whether as a result of new information, future events or otherwise, subject to applicable law.
Readers are referred to the most recent reports
filed with the SEC by Keyarch and as applicable ZOOZ. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and neither Keyarch nor ZOOZ undertakes any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Nothing in this Form 8-K
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any
of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
KEYARCH
ACQUISITION CORPORATION |
| |
|
|
| |
By: |
/s/
Kai Xiong |
| |
|
Name:
|
Kai
Xiong |
| |
|
Title: |
Chief
Executive Officer and Director |
| |
|
|
| Dated:
July 31, 2023 |
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
ZOOZ POWER LTD. TO
BECOME PUBLICLY TRADED ON NASDAQ THROUGH PROPOSED BUSINESS COMBINATION WITH KEYARCH ACQUISITION CORPORATION
TEL AVIV, Israel
and NEW YORK, New York, July 31, 2023 (GLOBE NEWSWIRE) -- ZOOZ Power Ltd. (“ZOOZ”) (TASE: “ZOOZ”), a leading
provider of flywheel-based power boosting solutions for the EV charging infrastructure market, and Keyarch Acquisition Corporation (“Keyarch”)
(NASDAQ: “KYCHU” units, “KYCH” Class A ordinary shares, “KYCHW” warrants and “KYCHR”
rights), a special purpose acquisition company, today announced that they have entered into a business combination agreement (the “Business
Combination Agreement”) and certain ancillary agreements related thereto. Following the closing of the transaction, ZOOZ is expected
to be publicly listed on Nasdaq under the symbol “ZOOZ”, and will remain listed on the Tel Aviv Stock Exchange (“TASE”).
After the closing, the merged company will continue to be called ZOOZ Power Ltd. The closing is expected to occur in the fourth quarter
of 2023 and is subject to applicable closing conditions, including receipt of ZOOZ and Keyarch shareholder and regulatory approvals and
a minimum of $10 million net cash at closing, along with other customary conditions.
| ● | Transaction values ZOOZ immediately prior to the closing at an agreed
equity value of up to $100 million, which reflects $60 million at closing and up to $40 million of additional contingent consideration
through issuance of Earnout Shares (as defined below) following the closing upon ZOOZ’s achievement of the applicable earnout milestones
as set forth in the Business Combination Agreement. |
| ● | The transaction is expected to provide a minimum of $10 million in net proceeds from cash held in Keyarch’s
trust account and/or other sources. |
| ● | ZOOZ is focused on the development, manufacturing and marketing of innovative Power Boosters aimed to
support ultra-fast charging of electrical vehicles (EV). |
| ● | ZOOZ pioneered an innovative flywheel-based power storage technology, allowing sustainable, long-lasting,
reliable and cost-effective charging infrastructure, while avoiding performance degradation, recurring costs, sustainability issues and
safety challenges associated with competing Li-Ion battery-based solutions. |
| ● | ZOOZ (formerly known as Chakratec Ltd) was established in 2013 and is focused on the development and maturing
of its innovative kinetic (flywheel-based) energy storage technology. With the rapid adoption of EVs, it became apparent that grid limitations
are becoming a significant obstacle to deploying vast public fast-charging infrastructure. ZOOZ’s flywheel technology was adapted
to the unique challenges of this rapidly evolving market, and with the purpose of being the core building block of its kinetic Power Booster
aimed to enable ultra-fast charging of EVs anywhere, despite the power-limitations of the electrical grid. |
| ● | ZOOZ launched its first-generation kinetic Power Booster in 2018 and deployed it in several sites in the
EU. |
| ● | As the EV charging market is rapidly evolving and growing, ZOOZ has recently introduced its second generation
innovative ZOOZTER™-100 Power Booster and is working with its customers and partners in Israel, the EU and the US to fulfill its
vision to accelerate a scalable roll-out of ultra-fast charging infrastructure, while overcoming limitations of existing grid limitations
and allowing reliable and efficient operation with minimal total cost of ownership, over more than 15 years. |
| ● | ZOOZ is based in Israel, is led by a highly-experienced management team and enjoys a highly-talented employee
team, empowered by Israel’s strong start-up innovative culture. |
“This transaction is an important phase
for ZOOZ and comes at a perfect time. As we further develop our world-wide installed base and with the initiation of our US presence,
we believe expanding from being traded on the TASE to being traded on Nasdaq as well, will provide us with enhanced geographic exposure
and simpler access to working capital,” stated Avi Cohen, Chairman of ZOOZ. “We are excited about the partnership with Keyarch
and we look forward to working together with their experienced executives,” he added.
Fang Zheng, Chairman of Keyarch, stated, "We
believe that ZOOZ has leading technology that enables ultra-fast EV charging anywhere. Its environment-friendly, inherently safe, and
lifetime cost effective power booster enjoys multiple advantages over alternative solutions. We are very excited at the opportunity to
work with ZOOZ and grow the company into a significant player in accelerating EV revolution, where ultra-fast charging is a must and the
existing grid has been a bottleneck.”
Boaz Weizer, CEO of ZOOZ,
stated, “These are exciting times for ZOOZ, as we move forward with the introduction and deployment of our new innovative product
– the ZOOZTER™-100 Power Booster – and doing so in perfect timing, aligned with significant acceleration and growth
of the EV ultra-fast charging infrastructure market. In view of these developments, we believe it is the right time for us to join forces
with Keyarch and list on Nasdaq. We see that as a significant milestone in ZOOZ’s journey to become a leading company in this rapidly
evolving and exciting market of EV charging infrastructure.”
Transaction Details
| · | A newly formed wholly owned subsidiary of ZOOZ
will merge with Keyarch, with Keyarch being the surviving entity and a wholly-owned subsidiary of ZOOZ, and with Keyarch shareholders
and holders of Keyarch warrants receiving equivalent shares and warrants of ZOOZ as the successor company (ZOOZ, as the post-closing combined
company, is referred to as the “Company”). |
| · | The transaction values ZOOZ immediately
prior to the closing at an agreed equity value of up to $100 million, which reflects $60 million at closing and up to $40 million of additional
contingent consideration through issuance of Earnout Shares following the closing upon ZOOZ’s achievement of the applicable earnout
milestones as set forth in the Business Combination Agreement, such that following the closing, ZOOZ shareholders may receive up to 4,000,000
Earnout Shares (as described below) as additional consideration. Existing ZOOZ shareholders will receive no cash consideration, and will
retain all of their current equity interests (after giving effect to a pre-closing recapitalization). It is estimated that, immediately
following the closing of the proposed transaction, existing ZOOZ shareholders will own between 40% to 50% of the Company’s issued
share capital on an as-issued basis (estimated range is subject to various parameters, such as redemption by Keyarch’s public shareholders
and possible PIPE or other financing transactions and not including, for the avoidance of doubt, shares issuable upon exercise of Keyarch
warrants). |
| · | In addition, ZOOZ shareholders will be issued
rights (the “Earnout Rights”) convertible into up to 4,000,000 ordinary shares of ZOOZ (the “Earnout Shares”)
as additional contingent consideration, subject to the Company achieving certain earnout milestones based on gross revenues or share price,
as more particularly set forth in the Business Combination Agreement. The earnout rights, the conversion thereof and the issuance of the
earnout shares will be subject to tax pursuant to applicable law. |
| · | As a condition to closing, the transaction is
expected to deliver to ZOOZ a minimum of $10 million of net proceeds from cash held in Keyarch’s trust account and other sources.
Such proceeds will be used by ZOOZ for working capital and general corporate purposes. |
| · | The board of directors of each of ZOOZ and Keyarch
have unanimously approved the transaction. The transaction will require the approval of the shareholders of each of ZOOZ and Keyarch,
the effectiveness of a registration statement to be filed with the Securities and Exchange Commission (the “SEC”) in connection
with the proposed transaction, the effectiveness of an Israeli shelf offering report (which will cover the issuance of the Earnout Rights)
to be filed with the Israel Securities Authority, and the satisfaction of other customary closing conditions, including the receipt of
certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2023. |
| · | Following the completion of the acquisition,
the Company is expected to retain its experienced management team, with Boaz Weizer as CEO and Ruth Smadja as CFO. |
The description of the transaction contained
herein is only a summary and is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy
of which will be filed by Keyarch with the SEC as an exhibit to a Current Report on Form 8-K.
Advisors
Ellenoff Grossman &
Schole LLP is serving as U.S. legal advisor to Keyarch.
Shibolet & Co. is
serving as Israeli legal advisor to ZOOZ.
Goldfarb Gross Seligman
& Co. is serving as Israeli legal advisor to Keyarch.
Lowenstein Sandler LLP
is serving as U.S. legal advisor to ZOOZ.
About ZOOZ Power Ltd.
ZOOZ is a leading provider of Flywheel-based Power
Boosting solutions enabling ultra-green, ultra-fast electric vehicle charging anywhere.
ZOOZ is committed to eliminating range anxiety
and helping to accelerate the mass adoption of electric vehicles around the world. ZOOZ’s goal is to enable the vast roll-out of
cost-effective ultra-fast charging infrastructure while sustainably overcoming existing grid limitations.
ZOOZ pioneers its unique flywheel-based power
boosting technology, enabling unlimited high-power charge and discharge cycles with a lifespan of more than 15 years, thus providing minimal
total cost of ownership for ultra-fast EV charging infrastructure. As ZOOZ’s product is based on kinetic energy storage in flywheels,
it is neither toxic nor based on rare earth materials, making it intrinsically sustainable.
ZOOZ’s sustainable, power-boosting solutions
are built with longevity and the environment in mind, helping its customers and partners create the world's most sustainable, reliable,
long-lasting, and cost-effective fast-charging solutions.
About Keyarch Acquisition Corporation
Keyarch Acquisition Corporation is a blank check
company formed by Keyarch Global Sponsor Limited for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. The company intends to focus its search for a target
on disruptive technology and innovative services companies in developed economies, such as the U.S. and Israel or Southeast Asia, but
may pursue a target in any stage of its corporate evolution or in any industry, sector or geographic location (except China (including
Hong Kong and Macao)).
Important Information and Where to Find It
ZOOZ intends to file with the SEC a Registration
Statement on Form F-4, which will include a proxy statement of Keyarch that constitutes a prospectus for ZOOZ securities and a proxy statement
for Keyarch’s shareholders (the “Registration Statement”). The Registration Statement has not been filed with or declared
effective by the SEC. Promptly after the Registration Statement is declared effective by the SEC, Keyarch will mail the definitive proxy
statement and a proxy card to its shareholders. Investors and securityholders of Keyarch and other interested persons are advised to read,
when available, the preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in
connection with Keyarch’s solicitation of proxies for the extraordinary general meeting to be held to approve the Business Combination
Agreement and the transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) and other
documents filed in connection with the proposed Transactions because these documents will contain important information about ZOOZ, Keyarch,
the Company, the Business Combination Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders of
Keyarch as of a record date to be established in the future for voting on the Business Combination Agreement and the Transactions. The
Registration Statement, including the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection
with the Transactions (when they become available), and any other documents filed by Keyarch with the SEC, may be obtained free of charge
at the SEC's website (www.sec.gov) or by writing to Keyarch at: 275 Madison Avenue, 39th Floor, New York, New York 10016. This press release
does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis
of any investment decision or any other decision in respect of the proposed Transactions. This press release is not a substitute for any
registration statement or for any other document that ZOOZ or Keyarch may file with the SEC in connection with the proposed Transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY (ISA), OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
ZOOZ, Keyarch, and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities
in respect of the proposed Transactions. Information regarding Keyarch's directors and executive officers and their ownership of Keyarch's
securities is set forth in Keyarch's filings with the SEC. Additional information regarding the interests of the participants in the proxy
solicitation will be included in the Registration Statement when it becomes available. These documents can be obtained free of charge
from the sources indicated above.
No Solicitation or Offer
This communication shall not constitute an offer
to sell or exchange or the solicitation of an offer to buy or exchange any securities pursuant to the proposed Transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains, and certain oral
statements made by representatives of Keyarch and ZOOZ and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Keyarch’s and ZOOZ’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Keyarch’s and ZOOZ’s expectations with respect to future performance
and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions and the timing of
the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are outside of the control of Keyarch or ZOOZ and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (i) the inability of the parties to successfully
or timely consummate the Transactions, including the risk that any required regulatory or other approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company following the Transactions (the “Company”)
or the expected benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions;
(iii) the ability of Keyarch prior to the Transactions, and the Company following the Transactions, to maintain or list, as applicable,
the Company’s shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation
of the proposed Transactions; (iv) costs related to the Transactions; (v) the failure to satisfy the conditions to the consummation of
the Transactions, including the approval of the Business Combination Agreement by the shareholders of Keyarch and ZOOZ, and the satisfaction
of the minimum cash requirement of the Business Combination Agreement following any redemptions by Keyarch’s public shareholders;
(vi) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the
stated deadline; (vii) the outcome of any legal proceedings that may be instituted against Keyarch or ZOOZ related to the Transactions;
(viii) the attraction and retention of qualified directors, officers, employees and key personnel of Keyarch and ZOOZ prior to the Transactions,
and the Company following the Transactions (ix) the ability of Zooz prior to the Transactions, and the Company following the Transactions
to maintain relationships with its suppliers and customers and the effect of the Transactions on its operating results and businesses
in general; (x) the ability of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance
ZOOZ’s corporate reputation and brand; (xii) the impact from future regulatory, judicial, and legislative changes to ZOOZ’s
or the Company’s industry; (xiii) competition from larger technology companies that have greater resources, technology, relationships
and/or expertise; (xiv) future financial performance of the Company following the Transactions, including the ability of future revenues
to meet projected annual revenues; (xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately
plan its expenses; (xvi) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability
of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the
Company’s ability to manage its marketing relationships and realize projected revenues from customers; (xix) the Company’s
ability to meet its product and/or service sales targets; (xx) the Company’s ability to execute its business plans and strategy;
(xxi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Keyarch
or ZOOZ; (xxii) the disruption of ZOOZ’s management’s time from ongoing business operations due to the announcement and consummation
of the proposed Transactions; (xxiii) announcements relating to the transaction having an adverse effect on the market price of Keyarch’s
securities and/or Zooz’s securities; (xxiv) risks associated with ZOOZ being an Israeli company located in Israel and the effect
of any judicial reforms, security and terrorist activity in or affecting Israel; (xxv) the lack of a third party valuation in determining
whether or not to pursue the proposed Transactions; (xxvi) limited liquidity and trading of Keyarch’s and/or ZOOZ’s securities;
(xxvii) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for ZOOZ
and/or Keyarch; and (xxviii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time
to time in other reports and other public filings with the SEC, the TASE or the ISA by Keyarch or ZOOZ. Keyarch or ZOOZ caution that the
foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Forward-looking
statements relate only to the date they are made, and readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date they are made. Keyarch and ZOOZ undertake no obligation to update forward-looking statements to reflect
events or circumstances after the date they were made whether as a result of new information, future events or otherwise, subject to applicable
law.
Readers are referred to the most recent reports
filed with the SEC by Keyarch and, as applicable, ZOOZ. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and neither Keyarch nor ZOOZ undertakes any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Nothing in this press release should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made.
Contacts
ZOOZ Power Ltd.
Boaz Weizer
+972-86805566
marketing@zoozpower.com
Keyarch Acquisition Corporation
Jing Lu
jlu@keywisecapital.com
4
Exhibit 99.2
This document is a translation of the Hebrew
original. In case of differences, the Hebrew version shall prevail.
ZOOZ Power Ltd
(the “Company”)
Date: July 31, 2023
| To: |
To: |
|
| Israel Securities Authority |
Tel Aviv Stock Exchange Ltd. |
|
| www.isa.gov.il |
www.tase.co.il |
|
Dear Sir/Madam,
Re: Signing a Binding Agreement to Merge
with a SPAC on the NASDAQ Stock Exchange
The Company is pleased to announce that on July
30, 2023 the Company entered into a Business Combination Agreement and other related agreements (the “Merger Agreement”
and the “Merger Transaction”, respectively) with a public company that was formed as a Special Purpose Acquisition Company
(the “SPAC”) the securities of which are traded1
as of the date of publication of this Report on the Nasdaq Capital Market (“NASDAQ”); The SPAC is a third party unrelated
to the Company (the Company and the SPAC, collectively, the “Parties”).
The purpose of the SPAC is to consummate a business
combination through, among other things, a merger transaction, an asset purchase transaction, a share exchange, etc., within a given
period of time2. The SPAC has raised, as
part of an initial public offering (IPO) in early 2022, an amount of over USD 1003
million on the NASDAQ, and holds in its trust account, as of the date of this report, approximately USD 25 million in cash,
following partial redemption of the shares of the SPAC4.
| 1 | The SPAC’s securities are traded under the symbols: NASDAQ: “KYCHU”, “KYCH”, “KYCHW”,
“KYCHR”, “Keyarch”. |
| 2 | In accordance with the SPAC’s Memorandum and Articles of Association, the SPAC must complete the aforementioned
Business Combination by July 27, 2023 (the “Final Date for Completing the Merger Transaction”). On July 20, 2023, the
general meeting of the SPAC’s shareholders approved the authorization of the SPAC Board of Directors to extend the Final Date for
the Completing the Merger Transaction until October 27, 2023 and the authorization of the Board of Directors of the SPAC to extend the
said date on a monthly basis by another three months until January 27, 2024. |
| 3 | It should be noted that in accordance with the Memorandum and Articles of Association of the SPAC, the
Shareholders of the SPAC have the right to demand, until the date of the SPAC’s General Meeting to approve the Merger Transaction, the
redemption of their investment in cash at the price of the SPAC’s IPO (“Redemption Right”). |
| 4 | Such partial redemption was made by the public shareholders of the SPAC in accordance with their redemption
right in connection with the special general meeting of the SPAC’s stockholders convened for the approval of an extension to the
Final Date for the Business Combination. |
The Parties intend to complete the Merger Transaction
during the fourth quarter of 2023. Upon completion of the Merger Transaction, insofar as it is completed as described below, the Company
will become a dual-listed company, whose shares, subject to applicable securities laws, are eligible for trading on each of the Tel Aviv
Stock Exchange and the NASDAQ Stock Exchange. The Company views this process as a significant and important step in the process of the
Company’s growth and development, and in particular at the current timing, in light of advanced processes of market penetration and the
supply of the Company’s systems to customers and business partners in Europe and the US, and in light of the acceleration in the growth
of the charging infrastructure market for electric vehicles in these territories. The Company estimates that the business processes it
is promoting, combined with its transformation into a dual-listed company and its exposure to the US capital market, are expected to improve
its ability to raise working capital for the benefit of the growth of its business activities and contribute to positioning the Company
as a leading supplier of energy storage systems that support the ultra-fast charging infrastructure for electric vehicles, and therefore
these moves have the potential to maximize value to the Company’s Shareholders.
The Company intends to hold two investors
calls via the ZOOM application on Monday, July 31, 2023, between 10:30 and 11:30 a.m., IST, and on Thursday, August 3, 2023, between
16:00 and 17:00 p.m., IST, to review the Merger Transaction and its future prospects. Also, before the calls on July 31, 2023, the Company will publish
a presentation for the investors call.
To join the investors call on Monday, July 31,
2023, you can use the following link: https://us02web.zoom.us/webinar/register/WN_jZtrgi-LRp-YNjQteplwIA
To join the investors call on Thursday, August
3, 2023, you can use the following link: https://us02web.zoom.us/webinar/register/WN_QK-LVZY9SPmGwJqeOzuokQ
Below are the main details in a condensed form
in connection with the Merger Transaction, in accordance with the terms of the Merger Agreement:
| 1. | The Merger: The Merger Transaction will be carried out as part of a Reverse Triangular Merger during
which the SPAC will merge with a subsidiary of the Company (recently established for the purpose of the Merger Transaction) and thus become
a Private Company fully owned by the Company. The aforementioned Merger will be carried out against the allocation of (a) Ordinary Shares
of the Company (for the SPAC shares) and (b) traded warrants and non-traded warrants of the Company to the holders of various securities
of the SPAC (for their securities in the SPAC) in accordance with the conditions detailed in the Merger Agreement. The shares and traded
warrants that will be allocated as aforementioned will be listed for trading on the NASDAQ and the Company will become a Dual-Listed Company
that will report in Israel in accordance with the “Dual Listing” rules. |
| 2. | The rights of existing Shareholders of the Company and the consideration: The valuation of
the Company, immediately prior to the Merger Transaction, agreed upon in the negotiations between the Parties, as reflected in the
transaction, was determined to be up to USD 100 million (as a total of 10 million shares are received at a value of $10 per share)
in accordance with the detailed hereinafter. Accordingly, shortly before the completion of the Merger Transaction, the Company will
carry out a recapitalization (reverse split), in such a way that all the shareholders of the Company as of the date of completion of
the Merger will hold a total of approximately 6 million shares, with a value of USD 10 per share (the “Capital
Consolidation”)5, meaning a total value of USD 60 million. In addition, the Company’s shareholders at the
set date will be entitled, as mentioned above, for additional6 contingent consideration of up to 4 million shares,
reflecting an agreed valuation of the Company, immediately prior to the Merger Transaction, of up to U$40 million, that would be
payable following the closing upon ZOOZ’s achievement of the applicable earnout milestones as set forth in the Business
Combination Agreement, in the form of non-registered, non-transferable rights, as part of a Shelf Offering Report, that may be
converted into Ordinary Shares of the Company (the “Non-Registered Rights” and the “Milestone
Shares”, respectively), if the Company meets certain milestones stipulated in the Merger Agreement (based on share price
or revenues) within 5 years from the date of completion of the Merger Transaction7.
|
| 5 | The Capital Consolidation will be carried out in accordance with the conversion ratio which is estimated
as of the date of this report at approximately 11.6 (but may change according to several parameters until the completion of the merger)
(the “Conversion Ratio”). In other words, the 6 million shares that will be held by the Company’s Shareholders will be
received from Capital Consolidation in the above ratio of: (a) the total allocated Share Capital of the Company immediately before the
completion of the transaction and in addition (b) the amount of Ordinary Shares that can be allocated as a result of the exercise of the
Company’s Options and Warrants on a net exercise basis (except for the Company’s Options and Warrants which were excluded from the aforementioned
formula as part of the Merger Agreement, which include the Series 3 Warrants and Options for Employees whose exercise price will be higher
than USD 10 after the Capital Consolidation) |
| 6 | In addition to the total of approximately 6 million Ordinary Shares that will be received from the Capital
Consolidation and the completion of the Merger Transaction, as stated above. |
| 7 | The allocation of the rights, the conversion of the rights (insofar as they are converted) and the allocation
of the Milestone Shares (to the extent that they are allocated) will be subject to a tax arrangements that will apply to the Company in
connection with the aforementioned in accordance with the provisions of the applicable law and the competent authorities. |
For the avoidance of doubt, the Holders
of the existing securities in the Company (Shareholders, Holders of Warrants) will continue to hold the same securities in the Company
and they will not receive any monetary compensation.
The Company estimates at this stage
that, immediately after the completion of the Merger Transaction, the holdings rate of the existing Shareholders in the Company will be
approximately 40%-50% of the issued and paid-up capital of the Company (not on a fully diluted basis), subject to various conditions that
are not known at this time, including engaging in and completing investment transactions (as detailed in Section 3 below) and the rates
of redemption of the SPAC Shareholders, which may change the estimated holdings rate12
above.
| 3. | The Cash Balances of the SPAC: Upon completion of the Merger Transaction, and the SPAC becoming
a company fully owned by the Company, the cash balances of the SPAC will be added to the Company’s funds and will be used by the Company
for its working capital needs and its current activities in accordance with its strategy and work plan, as decided from time to time by
Company Management. A Condition Precedent to the completion of the Merger Transaction is that at least USD 10 million net13
in cash be left in the SPAC Fund (along with investment funds that may be received as part of the investment transactions as defined below)
(the “Minimum Amount in the SPAC”). |
| 4. | Private investment transactions (PIPE): In accordance with the terms of the Merger Transaction,
during the period until the completion of the Merger Transaction, the SPAC, with the assistance of the Company, may enter into investment
agreements (PIPE) with third parties under conditions that will be agreed upon between the SPAC, the Company and the third parties, which
will enter into force upon the completion of the Merger (the “Investment Transactions”). As part of the Investment Transactions,
as soon as they are signed and completed, the Investors, subject to the completion of the relevant Investment Transaction, will be allocated
securities under the conditions and price per share as determined in the relevant Investment Transaction. As of this date, binding terms
have not yet been agreed upon with investors for Investment Transactions. |
| 5. | Registration Statement: The SPAC intends to take action so that the Company will submit to the
US Securities and Exchange Commission (SEC) a draft of a Registration Statement, which includes a Prospectus (on Form F-4) for the Company’s
Ordinary Shares and the Company’s traded Warrants that will be allocated at the time of completion of the Merger Transaction to the Holders
of the Traded Shares and Warrants of the SPAC (the “Registration Statement”). |
| 12 | It should be clarified that the holding rate estimated above does not take into account the exercise of
traded and non-traded warrants as well as the exercise of the non-registered rights to the Milestone Shares. Additional and up-to-date
details on the matter will be provided as part of the convening of the Company’s General Meeting to approve the Merger Transaction. |
| 13 | After the payment of the transaction expenses of the SPAC and the Company and the payment of the remaining
debts and obligations of the SPAC until the date of completion of the transaction, as detailed in the Merger Agreement. |
| 6. | Conditions Precedent to the Merger Transaction: The completion of the Merger Transaction is dependent,
among other things, on the existence of conditions precedent, the main ones of which are listed below: (1) the Minimum Amount in the SPAC
Fund; (2) the approval of the Shareholders’ Meeting of the SPAC for the Merger Transaction; (3) the approval of the Company’s Shareholders’
Meeting for the Merger Transaction; (4) the receipt of approvals from third parties (including the Tel Aviv Stock Exchange and NASDAQ)
as specified in the Merger Agreement; (5) the Registration Statement was declared effective in accordance with the Securities Laws in
the US; (6) the carrying out of the Capital Consolidation as described above; (7) the Company has not received evidence that it will not
be considered a foreign private issuer at the completion date; (8) amending the Company’s Articles of Association in the form agreed between
the Parties; (9) The Shelf Offering Report for the issuance of the non-registered rights will be declared effective by the relevant authorities;
(10) the correctness of the Parties’ representations and the absence of a prevention to the completion of the Merger Transaction; (11)
there has been no material adverse effect in relation to the Company or the SPAC, as the case may be; (12) customary additional conditions
for transactions of this type. |
In accordance with the Merger Agreement,
insofar as the Merger Transaction is not completed by December 31, 2023 or under certain conditions until a later agreed date, each of
the Parties will be entitled to cancel the Merger Agreement. In addition, each party will have the right to cancel the Merger Agreement
on the occurrence of customary events in agreements of this type.
As stated, the Parties intend to complete
the Merger Transaction during the fourth quarter of 2023, however it is clarified that at this stage there is no certainty that this will
occur in light of the conditions precedent to the Merger Agreement as detailed above, including the dependence on agreements, approvals
and actions of third parties.
| 7. | General: The Merger Agreement includes representations of the Parties, as is customary in agreements
of this type. In accordance with the provisions of the Merger Agreement, the representations given under it will expire on the date of
completion. In addition, within the framework of the Merger Agreement, covenants were set for the interim period between the date of signing
the Merger Agreement and the date of completion of the Merger Transaction (the “Interim Period”) as is customary in agreements
of this type. |
The Merger Agreement, the Merger Transaction
and all other actions and engagements in connection with the Merger Transaction, which according to their terms will be signed at the
same time as the signing of the Merger Agreement, were approved by the Company’s competent organs. It should be noted that the Company
and the SPAC will be required to complete negotiations and approve additional ancillary agreements in connection with the Merger Transaction
during the Interim Period, in accordance with the terms of the Merger Agreement (“the Additional Agreements”). The Company
will publish on the dates set by law a detailed report regarding the Merger Transaction pursuant to which a General Meeting of the Company’s
Shareholders will be summoned, for the purpose of approving the Merger Transaction and all other actions and engagements (including the
Additional Engagements) in connection with the Merger Transaction by the Company’s Shareholders, and which will include, among other things,
a detailed description of the Merger Transaction and its terms, including the reasons of the Company’s corporate organs for the
approval thereof.
Promptly after the publication of this Report,
the SPAC will publish on the SEC’s EDGAR system (Electronic Data Gathering, Analysis, and Retrieval system) an announcement regarding
the Merger Transaction along with a copy of the Merger Agreement and ancillary agreements, which will be available at the SEC’s EDGAR
system.
In accordance with the provisions of Rule 36(b)
of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, the Company delayed reporting of the aforementioned information
since its publication could have impaired the Company’s likelihood of entering into the Merger Agreement and/or its terms. Upon the signing
of the Merger Agreement by the Parties, the impediment delaying reporting was removed.
The foregoing regarding the completion of
the Merger Transaction, including the planned timetables for its completion and the fulfillment of the conditions precedent, the
consideration as detailed in Section 2 above, the percentages of holdings in the Company at the time of completion, the Value of the
Milestone Shares (which may be fundamentally different at the time of their allocation compared to their value at the time of
completion of the merger transaction), the percentage of redemption in the SPAC, engagements in the Investment Transactions and their completion and all
the accompanying information in connection with the operations to be carried out as part of it, is considered “forward-looking
information”, as this term is defined in the Securities Law, 5728-1968, based on the Merger Agreement signed between the
Parties and the intentions and consents of the Parties. The aforementioned information may change or materialize, in whole or in
part, among other things, in light of the conditions required for its realization as described above, being conditioned by the
agreements and approvals of third parties, the conditions of the capital market in the USA and NASDAQ in particular, the
Company’s share price at the time the milestone shares were allocated, and the Company’s risk factors detailed in
Section 1.3.36 in the Chapter describing the Company’s business in the Company’s Periodic Report for 2022 (Reference
No: 2023-01-023766), which is stated therein by way of reference.
| |
Sincerely, |
| |
|
| By: Boaz Weizer, CEO |
ZOOZ Power Ltd. |
About ZOOZ Power Ltd.
ZOOZ Power Ltd. (“ZOOZ”) is a leading
provider of Flywheel-based Power Boosting solutions enabling ultra-green, ultra-fast electric vehicle charging anywhere.
ZOOZ is committed to eliminating range anxiety
and helping to accelerate the mass adoption of electric vehicles around the world. ZOOZ’s goal is to enable the vast roll-out of
cost-effective ultra-fast charging infrastructure while sustainably overcoming existing grid limitations.
ZOOZ pioneers its unique flywheel-based power
boosting technology, enabling unlimited high-power charge and discharge cycles with a lifespan of more than 15 years, thus providing minimal
total cost of ownership for ultra-fast EV charging infrastructure. As ZOOZ’s product is based on kinetic energy storage in flywheels,
it is neither toxic nor based on rare earth materials, making it intrinsically sustainable.
ZOOZ’s sustainable, power-boosting solutions
are built with longevity and the environment in mind, helping its customers and partners create the world’s most sustainable, reliable,
long-lasting, and cost-effective fast-charging solutions.
About Keyarch Acquisition Corporation
Keyarch Acquisition Corporation (“Keyarch”)
is a blank check company formed by Keyarch Global Sponsor Limited for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company intends to focus
its search for a target on disruptive technology and innovative services companies in developed economies, such as the U.S. and Israel
or Southeast Asia, but may pursue a target in any stage of its corporate evolution or in any industry, sector or geographic location (except
China (including Hong Kong and Macao)).
Important Information and Where to Find It
ZOOZ intends to file with the SEC a Registration
Statement on Form F-4, which will include a proxy statement of Keyarch that constitutes a prospectus for ZOOZ securities and a proxy statement
for Keyarch’s shareholders (the “Registration Statement”). The Registration Statement has not been filed with or declared
effective by the SEC. Promptly after the Registration Statement is declared effective by the SEC, Keyarch will mail the definitive proxy
statement and a proxy card to its shareholders. Investors and securityholders of Keyarch and other interested persons are advised to read,
when available, the preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in
connection with Keyarch’s solicitation of proxies for the extraordinary general meeting to be held to approve the Business Combination
Agreement and the transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) and other
documents filed in connection with the proposed Transactions because these documents will contain important information about ZOOZ, Keyarch,
the Company, the Business Combination Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders of
Keyarch as of a record date to be established in the future for voting on the Business Combination Agreement and the Transactions. The
Registration Statement, including the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection
with the Transactions (when they become available), and any other documents filed by Keyarch with the SEC, may be obtained free of charge
at the SEC’s website (www.sec.gov) or by writing to Keyarch at: 275 Madison Avenue, 39th Floor, New York, New York 10016. This report
does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis
of any investment decision or any other decision in respect of the proposed Transactions. This report is not a substitute for any registration
statement or for any other document that ZOOZ or Keyarch may file with the SEC in connection with the proposed Transactions.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY (ISA), OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY
AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
ZOOZ, Keyarch, and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities
in respect of the proposed Transactions. Information regarding Keyarch’s directors and executive officers and their ownership of Keyarch’s
securities is set forth in Keyarch’s filings with the SEC. Additional information regarding the interests of the participants in the proxy
solicitation will be included in the Registration Statement when it becomes available. These documents can be obtained free of charge
from the sources indicated above.
No Solicitation or Offer
This communication shall not constitute an offer
to sell or exchange or the solicitation of an offer to buy or exchange any securities pursuant to the proposed Transactions or otherwise,
nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
This communication contains, and certain oral
statements made by representatives of Keyarch and ZOOZ and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Keyarch’s and ZOOZ’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Keyarch’s and ZOOZ’s expectations with respect to future performance
and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions and the timing of
the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are outside of the control of Keyarch or ZOOZ and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (i) the inability of the parties to successfully
or timely consummate the Transactions, including the risk that any required regulatory or other approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the combined company following the Transactions (the “Company”)
or the expected benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions;
(iii) the ability of Keyarch prior to the Transactions, and the Company following the Transactions, to maintain or list, as applicable,
the Company’s shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation
of the proposed Transactions; (iv) costs related to the Transactions; (v) the failure to satisfy the conditions to the consummation of
the Transactions, including the approval of the Business Combination Agreement by the shareholders of Keyarch and ZOOZ, and the satisfaction
of the minimum cash requirement of the Business Combination Agreement following any redemptions by Keyarch’s public shareholders;
(vi) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the
stated deadline; (vii) the outcome of any legal proceedings that may be instituted against Keyarch or ZOOZ related to the Transactions;
(viii) the attraction and retention of qualified directors, officers, employees and key personnel of Keyarch and ZOOZ prior to the Transactions,
and the Company following the Transactions (ix) the ability of Zooz prior to the Transactions, and the Company following the Transactions
to maintain relationships with its suppliers and customers and the effect of the Transactions on its operating results and businesses
in general; (x) the ability of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance
ZOOZ’s corporate reputation and brand; (xii) the impact from future regulatory, judicial, and legislative changes to ZOOZ’s
or the Company’s industry; (xiii) competition from larger technology companies that have greater resources, technology, relationships
and/or expertise; (xiv) future financial performance of the Company following the Transactions, including the ability of future revenues
to meet projected annual revenues; (xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately
plan its expenses; (xvi) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability
of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the
Company’s ability to manage its marketing relationships and realize projected revenues from customers; (xix) the Company’s
ability to meet its product and/or service sales targets; (xx) the Company’s ability to execute its business plans and strategy;
(xxi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Keyarch
or ZOOZ; (xxii) the disruption of ZOOZ’s management’s time from ongoing business operations due to the announcement and consummation
of the proposed Transactions; (xxiii) announcements relating to the transaction having an adverse effect on the market price of Keyarch’s
securities and/or Zooz’s securities; (xxiv) risks associated with ZOOZ being an Israeli company located in Israel and the effect
of any judicial reforms, security and terrorist activity in or affecting Israel; (xxv) the lack of a third party valuation in determining
whether or not to pursue the proposed Transactions; (xxvi) limited liquidity and trading of Keyarch’s and/or ZOOZ’s securities;
(xxvii) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for ZOOZ
and/or Keyarch; and (xxviii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time
to time in other reports and other public filings with the SEC, the TASE or the ISA by Keyarch or ZOOZ. Keyarch or ZOOZ caution that the
foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Forward-looking
statements relate only to the date they are made, and readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date they are made. Keyarch and ZOOZ undertake no obligation to update forward-looking statements to reflect
events or circumstances after the date they were made whether as a result of new information, future events or otherwise, subject to applicable
law.
Readers are referred to the most recent reports
filed with the SEC by Keyarch and, as applicable, ZOOZ. Readers are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and neither Keyarch nor ZOOZ undertakes any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Nothing in this report should be regarded as a
representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results
of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only
as of the date they are made.
Contacts
ZOOZ Power Ltd.
Boaz Weizer
+972-86805566
marketing@zoozpower.com
Keyarch Acquisition Corporation
Jing Lu
jlu@keywisecapital.com
8
Exhibit 99.3
Merger Transaction On the Path Towards Nasdaq July 2023 This document is a free translation of the Hebrew original. In case of differences, the Hebrew version shall prevail
Forward - looking Statement Legal Disclaimer The purpose of this presentation is to provide only preliminary and basic information regarding the merger transaction . The presentation does not constitute, and should not be construed as, an offer to invest in or purchase the Company's securities and/or an invitation to make offers for their purchase and in particular does not constitute an "offer to the public" or "sale to the public" of any kind . This presentation does not purport to encompass or contain all the information that may be relevant for the purpose of making any decision regarding the investment in the Company's securities . This presentation does not replace independent data collection and analysis and it should be taken into account that past data does not necessarily indicate future performance . The presentation was made for a convenient and concise presentation, the information provided herein regarding the merger transaction is not exhaustive and should not be reviewed or considered as a substitute for complete review of the Company's immediate and periodic reports . The information presented in the presentation is based on the Company's reports as part of its reports to the public . Notwithstanding, updated non - material information may be included in the presentation, including information presented in a different way in characterization and/or editing in relation to the Company's reports and in relation to the information included in the Company ’ s public filings . This presentation includes data and information based in part on subjective assessments, estimates and expectations of the Company and therefore, the information detailed herein should be treated accordingly . In this presentation, the Company included, among other things, forward - looking statements, as defined in the Israeli Securities Law, 1968 , including in relation to the holdings of Company securities at the time of completion of the merger transaction, the value of the Company and the value of the milestones shares, the rate of redemption in the SPAC, engagements in capital raising transactions and their completion, the existence of the conditions precedent to the completion of the merger transaction and the likelihood of consummating the transaction . Such information includes, among other things, forecasts, goals, assessments and estimates, business strategy, both regarding the Company's activities and regarding the markets in which the Company operates, including information presented in the form of illustrations and/or graphs and/or tables, referring to events and/or future matters whose realization is uncertain and may be affected by factors that are beyond the Company ’ s control and cannot be estimated in advance . Such information is based on estimates and assumptions as of the date of the presentation, by the Company's management, which, although the Company believes that they are reasonable, are uncertain and by their nature are based on subjective estimates only . The realization or non - realization of forward - looking statements will be affected, among other things, by various factors, including decisions of third parties, including authorities, as well as by developments in the economic environment and external factors that may affect the Company's activities, and which cannot be predicted or estimated in advance or are beyond the Company's control . The Company does not undertake to update or change such forecasts or assessments and does not undertake to update this presentation . The information provided herein does not, an opinion of the Company or anyone on its behalf, but general and non - binding information . Nothing in this presentation is intended to constitute legal, tax or business advice and it is not a substitute for consulting with appropriate advisors in these aspects . Every potential investor should apply for advice and guidance in connection with potential investments, including tax advice considering his data and situation . 2
3 ZOOZ Develops, markets and delivers Breakthrough Kinetic Energy S torage S ystems , Used as - Power Boosters To enable and accelerate the deployment of Ultra - fast charging infrastructure for electric vehicles, everywhere!
The Strategy Behind the Merger Transaction 4 Nasdaq Capital Market Ϭϭ ϬϮ Ϭϯ Merger with KeyArch Acquisition Corp. SPAC traded on Nasdaq [KYCH Ŀ ] The SPAC was established by a founder of an investment fund from Hong Kong and the SPAC leaders are with proven ability in the Chinese market Recognizing the potential of ZOOZ's solution and intending to assist ZOOZ penetrate the Chinese market (the most advanced EV market in the world) Transition to dual listing, also on Nasdaq Strengthening the recognition and positioning in the international markets, and in particular the US market, which is a strategic target market for ZOOZ A convenient platform for raising capital, required for ZOOZ ’ s business growth. Join forces with strategic partner, that can help ZOOZ accelerate its business growth All the above, while: Injection of capital into ZOOZ. Increased value for shareholders.
Join forces with strategic partner The Main Benefits of the Deal 5 Injection of Capital Agreed Valuation of up to $ 100 M (contingent on meeting certain milestone) Immediately post merger - 6 million shares at a value of $ 10 per share Reflecting agreed value of $ 60 M immediately prior to merger completion According to the deal, Zooz’s agreed valuation is up to $100 million (of which up to $40 million is contingent on meeting certain milestones) (total of 10 million shares at a value of $10 per share) Condition to closing – minimum capital injection of $ 10 million (net after all expenses) Zooz's listing on Nasdaq is expected to enable additional opportunities for capital raising to support company ’ s growth Reflecting agreed value of up to $ 40 M immediately prior to merger completion Entitlement to allocation of additional up to 4 million shares – contingent on Zooz achieving certain milestones (within 5 years) strategic partner with ability to help ZOOZ to accelerate its penetration into the Chinese market KeyArch Sponsors have extensive experience in business development and significant network in the Chinese market, including the automotive ecosystem
The Merger Process (expected to be completed by end of 2023 ) 6 Injection of Capital Closing condition – a minimum of $ 10 M capital injection (net after all expenses) PIPE will be considered Performance of Reverse split with ratio of approximately of ϭϭ͘ϲ ** to 6 million shares reflecting valuation of $ 60 M (immediately prior to merger completion) ZOOZ ’ s Shareholders (prior to merger) will hold 40 % - 50 %*** of the merged company ZOOZ's shareholders (prior to the merger) are entitled to an additional allocation of up to 4 million shares, reflecting a value (immediately prior to merger completion) of up to $ 40 M depending on the company ’ s achieving certain milestones , during a period of up to 5 years after closing The SPAC raised approximately $ 115 M and after the redemption (carried out with the extension of the SPAC on 20.7.23 ) approximately $ 25 M* remain in the SPAC ZOOZ (t he surviving company) Immediately post merger Dual listed on TASE & Nasdaq Traded in Tel - Aviv Stock Exchange KeyArch SPAC, Traded on Nasdaq An additional redemption is possible at the time of the convening of the general meeting of the SPAC to approve the merger Estimation - an up - to - date ratio will be published later, with the summoning of a shareholders' meeting to approve the deal Depending on the amount of capital that will be raised and the one that will remain in SPAC
The milestones entitling Zooz shareholders to issuance of Earnout Shares (one of two conditions to be met per each milestone): Entitlement of Zooz shareholders to Earnout Shares, contingent upon achievement of milestones (one of two conditions to be met per each milestone) 7 ϭϭ͕ϲϬϬ ϭ͕ϬϬϬ ƊƊ ϭ͕ϭϲϳ ϭ͕ϰϬϬ Example – a shareholder who currently holds 11,600 shares ƊŃ shares shares shares Shares post merger Shares today Amount of shares to be allocated all shareholders aggregate) Completion of one of the conditions of the milestones Milestone Price per share ( VWAP trading volume weighted) ( on 20 trading days out of 30 consecutive trading days) Cumulative total revenue ( in 4 out of 5 consecutive quarters) čńČČČńČČČ čĎ ƒ US US$ 10,000,000 1 ĎńĐČČńČČČ čĒ ƒ US US$ 20,000,000 2 ĐńČČČńČČČ Ďď ƒ US US$ 30,000,000 3 Reverse Split Issuance after achievement of first milestone Issuance after achievement of second milestone Issuance after achievement of third milestone
Accelerating Growth Initial Sales in Europe 8 Initial Installation in the US Penetration process in a fascinating market that is rapidly developing Excellent timing for ZOOZ to the next level as a publicly traded company at -
Important Information and Where to Find It This communication contains information relating to a Business Combination Agreement (the “ Business Combination Agreement ” ), dated July 30 , 2023 , by and among ZOOZ, Keyarch and the other parties thereto, and transactions contemplated thereby, which we refer to as the Business Combination . In connection with the Business Combination, ZOOZ intends to file with the United States Securities and Exchange Commission ( “ SEC ” ) a Registration Statement on Form F - 4 , which will include a proxy statement of Keyarch that constitutes a prospectus for ZOOZ securities and a proxy statement for Keyarch ’ s shareholders (the “ Registration Statement ” ) . The Registration Statement has not been filed with or declared effective by the SEC . Promptly after the Registration Statement is declared effective by the SEC, Keyarch will mail the definitive proxy statement and a proxy card contained therein to its shareholders . Investors and securityholders of Keyarch and other interested persons are advised to read, when available, the Registration Statement, including preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in connection with Keyarch ’ s solicitation of proxies for the extraordinary general meeting to be held to approve the Business Combination Agreement and the Business Combination (collectively, the “ Transactions ” ) and other documents filed in connection with the proposed Transactions because these documents will contain important information about ZOOZ, Keyarch , the Business Combination Agreement and the Transactions . The definitive proxy statement will be mailed to shareholders of Keyarch as of a record date to be established in the future for voting on the Business Combination Agreement and the Transactions . The Registration Statement, including the definitive proxy statement, the preliminary proxy statement, the Business Combination Agreement and other relevant materials in connection with the Transactions (when they become available), and any other documents filed by Keyarch with the SEC, may be obtained free of charge at the SEC ’ s website (www . sec . gov) or by writing to Keyarch at : 275 Madison Avenue, 39 th Floor, New York, New York 10016 . This communication does not contain all the information that should be considered concerning the proposed Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions . This communication is not a substitute for any registration statement or for any other document that ZOOZ or Keyarch may file with the SEC in connection with the proposed Transactions . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION . INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY ( “ ISA ” ), OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN . ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE . Participants in the Solicitation ZOOZ, Keyarch , and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities in respect of the proposed Transactions . Information regarding Keyarch ’ s directors and executive officers and their ownership of Keyarch ’ s securities is set forth in Keyarch ’ s filings with the SEC . Additional information regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement when it becomes available . These documents can be obtained free of charge from the sources indicated above . No Solicitation or Offer This communication shall not constitute an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 , as amended .
Grafico Azioni Keyarch Acquisition (NASDAQ:KYCHU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Keyarch Acquisition (NASDAQ:KYCHU)
Storico
Da Giu 2023 a Giu 2024
