Filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZOOZ Power Ltd. (Exact Name of Registrant as Specified in Its Charter) State of Israel 3590 Not Applicable (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ZOOZ Power Ltd. 4B Ha ...

Customer Concentration and Risks - ZOOZ's customer base is highly concentrated, with single customers representing a significant portion of sales, increasing commercial negotiation leverage and potential negative impacts on prices, revenues, and gross margins[163] - ZOOZ faces increased credit risk due to potential liquidity issues among its customers, which could lead to reduced purchases, delayed deliveries, or customer consolidation[164] - Early-stage companies, which form a significant portion of ZOOZ's customer base, present higher risks due to lack of market acceptance, funding challenges, and greater vulnerability to supply chain disruptions[166] International Expansion and Operational Challenges - Expanding into regions without a local presence poses challenges such as customer service delays, regulatory compliance issues, and competitive disadvantages[167][168][169] - ZOOZ is subject to international business risks including economic instability, political unrest, pandemics, and adverse changes in governmental policies[172] Regulatory and Compliance Risks - Compliance with environmental, labor, health, and safety laws across multiple jurisdictions could result in significant costs and operational restrictions[171][178] - Violations of anti-corruption laws, such as the FCPA, could lead to fines, penalties, and reputational damage[176][177] Legal and Litigation Risks - ZOOZ may face securities litigation, which could result in substantial costs and diversion of management attention[174] - ZOOZ may face claims for additional remuneration or royalties from employees for assigned inventions, potentially leading to litigation or financial impact[209] Tax and Financial Risks - Changes in tax laws or regulations in Israel, the United States, and other jurisdictions could increase ZOOZ's effective tax rate and reduce cash flow[182][183] - Transfer pricing rules in various jurisdictions could lead to additional corporate income tax liabilities if challenged by tax authorities[185] Intellectual Property and Employee Relations - A significant portion of ZOOZ's intellectual property is developed by employees and classified as "service inventions" under Israeli Patent Law, belonging to the employer unless otherwise agreed[208] Corporate Governance and Shareholder Responsibilities - Shareholders of ZOOZ are governed by Israeli law and the company's articles of association, which impose duties such as acting in good faith and fairness, differing from U.S. shareholder responsibilities[211]