ZOOZ Power Ltd美股招股说明书(2025-09-30版)

We previously entered into an amended and restated sales agreement (the “sales agreement”) with Chardan Capital Markets LLC(“Chardan”) and Jett Capital Advisors, LLC (“Jett Capital”, and together with Chardan, the “Agents”) dated September 30, 2025,relating to the sale of our ordinary shares, par value New Israeli Shekel (“NIS”) 0.00286 per share (the “ordinary shares”). Inaccordance with the terms of the sales agreement, pursuant to this prospectus supplement, we may offer and sell our ordinary shareshaving an aggregate offering price of up to $1,000,000,000 from time to time through the Agents, acting as our sales agents. Wepreviously filed with the Securities and Exchange Commission (the “SEC”) a separate prospectus supplement, dated July 29, 2025 (the“July 2025 Prospectus Supplement”), for the offer and sale of up to $10,950,000 of our ordinary shares pursuant to a prior salesagreement with Chardan (the “original sales agreement”), under a shelf registration statement on Form F-3, as amended (RegistrationNo. 333-288280). As of the date of this prospectus supplement, we have sold $3,686,360 of our ordinary shares pursuant to theoriginal agreement, as amended and restated by the sales agreement under the July 2025 Prospectus Supplement. An additional $1.0billion of our ordinary shares are being offered by this prospectus supplement pursuant to the sales agreement, which does not includethe ordinary shares that remain available for sale under the July 2025 Prospectus Supplement. Our ordinary shares and public warrants are traded on the Nasdaq Capital Market under the symbols “ZOOZ” and “ZOOZW,”respectively. Our ordinary shares are also traded on the Tel-Aviv Stock Exchange (the “TASE”) under the symbol “ZOOZ.” Theclosing sale price of our ordinary shares on the Nasdaq Capital Market on September 29, 2025 was $2.05 per share and on the TASEon September 29, 2025 was NIS 6.98 per share ($2.10 at a current exchange rate of $1 to NIS 3.32, in accordance with the NIS-$exchange rate published by the Bank of Israel on September 29, 2025). The currency in which our shares are traded on the TASE is theNIS. Sales of our ordinary shares, if any, under this prospectus supplement may be made by any method permitted that is deemed to bean “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”). The Agents are not required to sell any specific number or dollar amount of ordinary shares, but will act as our sales agentsusing commercially reasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between theAgents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agent selling our shares at any given time (the “designated Agent”) will be entitled to compensation under the terms of thesales agreement at a commission rate equal to 3.0% of the aggregate gross proceeds of any ordinary shares sold under the salesagreement. In connection with the sale of our ordinary shares on our behalf, the designated Agent will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of such Agent will be deemed to be underwritingcommissions or discounts. See “Plan of Distribution (Conflict of Interest)” beginning on page S-12 for additional informationregarding the compensation to be paid to the designated Agent. We have also agreed to provide indemnification and contribution to theAgents against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended(the “Exchange Act”). Jett Capital is also acting as the qualified independent underwriter in connection with this offering and will be paid a fee inaddition to any compensation received by the Agents. See “Plan of Distribution (Conflict of Interest)” beginning on page S-12 foradditional information regarding the compensation to be paid to Jett Capital in its capacity as the qualified independent underwriter. We are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and assuch, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and futurefilings. Investing in our ordinary shares involves a high degree of risk. Please read “Risk Factors” beginning on page S-5 of thisprospectus supplement, on page 6 of the accompanying prospectus and in the documents incorporated by reference into thisprospectus supplement. None of the Securities and Exchange Commission, the Israel Securities Authority or any state or other securitiescommission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense under the laws of theUnited States and the laws of the State of Israel. Ch