Sec Form 13D Filing - Zheng Fang filing for ZOOZ PWR LTD (ZOOZ) - 2024-04-11

Names of reporting persons

Fang Zheng

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Source of Funds (See Instructions)

PF 

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

Hong Kong

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

2,614,800 ⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

2,614,800 ⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each reporting person

2,614,800 ⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

21.67%⁽²⁾

Type of reporting person (See Instructions)

IN

Names of reporting persons

Keyarch Global Sponsor Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

2,464,800 ⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

2,464,800 ⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each reporting person

2,464,800 ⁽¹⁾

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

Percent of Class Represented by Amount in Row (11)

20.43%⁽²⁾

Type of reporting person (See Instructions)

CO

Fang Zheng; and

Keyarch Global Sponsor Limited.

All of the Ordinary Shares to which this Schedule relates were acquired by the Reporting Persons pursuant to that certain business combination agreement, dated as of July 30, 2023 (as amended on February 9, 2024, March 8, 2024 and March 15, 2024, the “Business Combination Agreement”), by and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), the Issuer, ZOOZ Power Cayman, a Cayman Islands exempted company and direct, wholly owned subsidiary of the Issuer (“Merger Sub”), the Sponsor in the capacity as representative of specified shareholders of Keyarch after the effective time of the Business Combination (as defined below), and, by a joinder agreement, Dan Weintraub in the capacity as representative of the pre-closing shareholders of the Issuer after the effective time of the Business Combination (the “Company Representative”). The transactions contemplated by the Business Combination Agreement (the “Business Combination”) were consummated on April 4, 2024 (the “Closing”).

Pursuant to the Business Combination Agreement, at the effective time of the Business Combination:

(i) each outstanding Class A ordinary share of Keyarch (“Keyarch Class A Share”) was exchanged for one Ordinary Share;

(ii) each outstanding Class B ordinary share of Keyarch (“Keyarch Class B Share”) was exchanged for one Ordinary Share;

(iii) each outstanding public unit of Keyarch (a “Keyarch Public Unit”) automatically separated into its components, and (a) each Keyach Class A Share forming part of the Keyarch Public Unit was exchanged for one Ordinary Share, (b) the one-half (½) of one public warrant of Keyarch forming part of the Keyarch Public Unit was converted into the right to receive one-half (½) of one public Warrant, and (c) each public right of Keyarch forming part of the Keyarch Public Unit was converted into one-tenth (1/10th) of one Ordinary Share, rounded down for each holder to the nearest whole share; and

(iv) each outstanding private unit of Keyarch (a “Keyarch Private Unit”) automatically separated into its components, and (a) each Keyarch Class A Share forming part of the Keyarch Private Unit was exchanged for one Ordinary Share, (b) the one-half (½) of one private warrant of Keyarch forming part of the Keyarch Private Unit was converted into the right to receive one-half (½) of one private Warrant, and (c) each private right of Keyarch forming part of the Keyarch Private Unit was converted into one-tenth (1/10th) of one Ordinary Share, rounded down for each holder to the nearest whole share.

In connection with the Business Combination, Mr. Zheng committed to purchase Keyarch Class A Shares (the “PIPE Shares”), for a purchase price of $10.00 per share, in a private placement conducted by Keyarch simultaneously with the Closing, pursuant to that certain Assignment and Assumption Agreement, dated as of April 1, 2024, by and between Mr. Zheng and an investor (the “Assignor”), and that certain Subscription Agreement, dated as of February 9, 2024, by and among the Issuer, Keyarch and the Assignor (collectively, the “Subscription Agreement”). In connection with the Closing, the PIPE Shares were converted into 150,000 Ordinary Shares.

The information set forth in Item 3 is hereby incorporated by reference in its entirety. The Reporting Persons acquired the Ordinary Shares reported in this Schedule in connection with the closing of the Business Combination. Such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Mr. Zheng serves as a director of the Issuer. Accordingly, he may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans and/or proposals and to take such actions with respect to his investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

Mr. Zheng is deemed to beneficially own an aggregate of 2,614,800 Ordinary Shares, comprised of (i) 150,000 Ordinary Shares held by Mr. Zheng, (ii) 2,219,550 Ordinary Shares held by the Sponsor and (iii) 245,250 Ordinary Shares issuable upon the exercise of the Warrants held by the Sponsor. The Warrants are exercisable beginning 30 days after completion of the Business Combination, or May 4, 2024, until five years after such date, or May 4, 2029, and each Warrant is exercisable for one Ordinary Share at an exercise price of $11.50 per share.

The Sponsor is deemed to beneficially own an aggregate of 2,464,800 Ordinary Shares, comprised of (i) 2,219,550 Ordinary Shares and (iii) 245,250 Ordinary Shares issuable upon the exercise of the Warrants.

The foregoing represents beneficial ownership of approximately 21.67% by Mr. Zheng and 20.43% by the Sponsor of the outstanding Ordinary Shares based on 12,066,115 outstanding Ordinary Shares as of April 4, 2024.

Item 7.