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):
February 11, 2024
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) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
| |
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| 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.
Reference
is made to the Business Combination Agreement (the “Business Combination Agreement”), dated July 30, 2023, by
and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), 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 the other parties
thereto. 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.” The Business Combination Agreement was announced
in a Form 8-K filed by Keyarch with the Securities and Exchange Commission on July 31, 2023.
On February 11, 2024, ZOOZ
provided information regarding the proposed Business Combination and ZOOZ in an information filing
and press release (the “Release”), which it filed with the Tel Aviv Stock Exchange (the “TASE”).
An English translation of the Release is furnished as Exhibit 99.1 hereto, and incorporated herein by reference.
The
Release referenced an amendment to the Business Combination Agreement in respect of changes to the milestones under which ZOOZ shareholders
prior to the closing of the Business Combination would be entitled to an earnout, pursuant to an amendment to the Business Combination
Agreement, by changing the revenue amounts relating to eligibility to achieving its second and third milestones. The Release referenced
that these milestones were changed to $10 million over 2 consecutive fiscal quarters for the second milestone and $15 million over 2 consecutive
quarters for the third milestone. The Release also discussed commitments received from a number of investors for an aggregate investment
of up to $12 million for investments contingent on and in connection with the closing of the Business Combination.
The
information in this Item 7.01 and Exhibits 99.1 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, including Keyarch’s definitive
proxy statement, dated December 28, 2023. 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.
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KEYARCH ACQUISITION CORPORATION |
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By: |
/s/ Kai Xiong |
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Name: |
Kai Xiong |
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Title: |
Chief Executive Officer and Director |
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|
| Dated: February 12, 2024 |
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5
Exhibit 99.1
ZOOZ Power Ltd.
(“the Company”)
Date: February 11th,
2024
| To: |
|
To: |
| Israel Securities Authority |
|
Tel Aviv Stock Exchange Ltd. |
| www.isa.gov.il |
|
www.tase.co.il |
Dear Sir/Madam,
Re: Update regarding
the transaction with Keyarch Acquisition Corporation (“the SPAC”), investment agreements were signed in an aggregate amount
of 12 million dollars, expectation to complete the merger transaction close to the end of the first quarter of 2024.
Following previous
immediate reports by the Company regarding the business combination agreement with SPAC on July 31, 2023, August 6, 2023, and November
26, 2023 (reference no.: 2023-01-071320, 2023-01-071362, 2023-01-072757, and 2023-01-106576, respectively), the Company announces that
it continues to act towards completing the merger transaction with the intention of finalizing it near the end of the first quarter of
2024.
The Company is pleased
to update that as part of the SPAC’s actions to meet the conditions for completing the merger transaction (“Closing”),
the SPAC is negotiating with investors to engage in a private investment in public equity (PIPE) agreement to raise capital, at a price
of 10 dollars per share and according to an agreed value determined in the negotiations between the parties – which represents a
value of 60 million dollars for the Company immediately before the merger,1 which will
be contingent upon the completion of the merger transaction by the end of the first quarter of 2024, or at a later date to be agreed upon
by the parties (“Investors” and “Private Fundraising”, respectively). As of the date of this report, the SPAC
has received signed commitment agreements from a number of Investors, for an aggregate investment amount of 12 million dollars.
The parties have also
agreed on an update to the revenue-based milestone mechanism as established in the merger agreement regarding the issuance of the milestone
shares2, as detailed herein: (1) No change has occurred in the first milestone; (2)
With respect to the second milestone – the cumulative revenue changed to 10 million dollars over 2 consecutive quarters after meeting
the first milestone3. The remaining conditions for achieving the second milestone remain
unchanged; (3) With respect to the third milestone – the cumulative revenue changed to 15 million dollars over 2 consecutive quarters
after meeting the second milestone.4 The remaining conditions for achieving the third
milestone remain unchanged.
The information set forth
above regarding the completion of the merger transaction, the planned timeline, and the fulfillment of conditions precedent to the completion
of the transaction (as stated in Section 6 of the Company’s immediate report dated July 31, 2023) and for completing the Private
Fundraising as mentioned above, constitutes “Forward-Looking Information” as defined in the Securities Law, 5728-1968, which
is based on the targets and intentions of the parties and the intentions of third parties which the Company do not control. The information
provided may not materialize in its entirety or in part, and may even unfold differently, including in a manner substantially different
from expectations. This could result from factors including the conditions required for the completion of the transaction, including approvals
and consents from third parties, such as the approval of the Company’s shareholders, the approval of the SPAC’s sharesholders,
the approval of the Stock Exchange in Tel Aviv for the listing of securities for trading, and the approval Nasdaq for the listing of the
Company’s securities on Nasdaq following the Closing, the approval of the Israel Securities Authority for the allocation of unregistered
rights to milestone shares, and the occurrence of the Closing conditions as defined in the merger agreement, including the minimum cash
requirement in the SPAC fund. Additional factors that may have impact as mentioned are market conditions in the United States and Nasdaq
in particular, and the Company’s risk factors detailed in Section 1.3.36 in the business description section of the Company’s periodic
report for the year 2022, published on March 5, 2023 (Reference no.: 2023-01-023766), as referred to therein.
|
Sincerely, |
| |
ZOOZ Power Ltd. |
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|
| |
Signed By: Boaz Weizer, CEO |
| 1 | Regarding this matter, also see the company’s immediate
report of July 31, 2023 (Reference number: 2023-01-071311), which is included in this report by way of reference, and specifically Section
2 of the aforementioned report regarding the percentage of holdings of the existing shareholders in the company after the completion
of the merger transaction. The company will detail the various assumptions regarding the aforementioned holding percentage within the
framework of the convening notice of the shareholders meeting that the company intends to publish. |
| 2 | See the details of the milestones on slide 35 of the company
presentation from August 10, 2023 (Reference: 2023-01-074422). There has been no change in the milestone mechanism based on share price. |
| 3 | Instead of 20 million dollars over 4 out of 5 consecutive
quarters |
| 4 | Instead of 30 million dollars over 4 out of 5 consecutive
quarters. |
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