ZOOZ Strategy Ltd美股招股说明书(2025-11-03版)

This prospectus relates to the offer and resale from time to time of up to 221,089,877 ordinary shares (the “Shares”), NIS0.00286 nominal (par) value per share (“ordinary shares”), by the selling securityholders named herein, together with any additionalselling securityholders listed in a prospectus supplement (together with any of such securityholders’ transferees, pledgees, donees orsuccessors, the “Selling Securityholders”), which consists of the following securities: ●133,005,000 ordinary shares issued pursuant to that certain subsequent securities purchase agreement dated as of July 29,2025 (the “Subsequent Purchase Agreement”) by and between the Company and the investors party thereto;●up to 18,000,000 ordinary shares issuable upon the exercise of pre-funded warrants to purchase ordinary shares (the“Purchaser Pre-Funded Warrants”) issued pursuant to the Subsequent Purchase Agreement;●up to 5,000,000 ordinary shares issuable upon the exercise of warrants (the “Purchaser Ordinary Warrants”) issuedpursuant to that certain initial securities purchase agreement dated as of July 29, 2025 (the “Initial Purchase Agreement”and together with the Subsequent Purchase Agreement, the “Purchase Agreements” and such private placements, the“Private Placement”);●5,920,350 ordinary shares issued pursuant to that certain engagement letter, as amended (the “Engagement Letter”), byand between the Company and Chardan Capital Markets LLC (“Chardan”), as consideration for Chardan’s services asplacement agent in the Private Placement;●up to 5,000,000 ordinary shares issuable upon the exercise of pre-funded warrants to purchase ordinary shares (the“Chardan Pre-Funded Warrants”) issued pursuant to the Engagement Letter;●up to 350,000 ordinary shares issuable upon the exercise of warrants (the “Chardan Ordinary Warrants”), issued pursuantto the Engagement Letter;●6,927,706 ordinary shares issued pursuant to the Sponsor Support Agreement, as amended (the “Sponsor SupportAgreement”) by and between the Company and Forest Hill 18, LP (the “Sponsor”);●up to 6,525,926 ordinary shares issuable upon the exercise of pre-funded warrants to purchase ordinary shares (the“Sponsor Pre-Funded Warrants” and together with the Chardan Pre-Funded Warrants and the Purchaser Pre-FundedWarrants, the “Pre-Funded Warrants”) issued pursuant to the Sponsor Support Agreement; and●up to 40,360,895 ordinary shares issuable upon the exercise of warrants (the “Sponsor Warrants” and together with theChardan Ordinary Warrants and the Purchaser Ordinary Warrants, the “Ordinary Warrants”) issued pursuant to theSponsor Support Agreement. We are filing a Registration Statement on Form F-3, of which this prospectus forms a part, to fulfill our contractualobligations pursuant to (i) the registration rights agreements dated July 29, 2025 by and among the Company and certain of the SellingSecurityholders and (ii) the Sponsor Support Agreement, as it relates to the Sponsor. See “Selling Securityholders” beginning on page20 of this prospectus for more information about the Selling Securityholders. The registration of the Shares to which this prospectusrelates does not require the Selling Securityholders to sell any of their Shares, including any ordinary shares issuable upon the exerciseof Pre-Funded Warrants or Ordinary Warrants. We are not selling any ordinary shares under this prospectus and will not receive any proceeds from the sale by the SellingSecurityholders of the Shares. We will, however, receive the exercise price per share for any cash exercises of the Pre-FundedWarrants or Ordinary Warrants. The Selling Securityholders may offer and sell or otherwise dispose of the Shares described in this prospectus from time totime through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privatelynegotiated prices. The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by theSelling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholdersin disposing of the securities. We will bear all other costs, fees and expenses incurred in effecting the registration of the securitiescovered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses ofour counsel and our independent registered public accountants. See “Plan of Distribution” for more information about how the SellingSecurityholders may sell or dispose of their Shares. 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 under the symbol “ZOOZ.” The closingsale price of our ZOOZ ordinary shares on The Nasdaq Capital Market and on the Tel Aviv Stock Exchange on October 30, 2025, was$1.52 and NIS 5.22 ($1.60 at a current exchange rat