United States securities and exchange commission logo





                             December 14, 2023

       Boaz Weizer
       Chief Executive Officer
       ZOOZ Power Ltd.
       4B Hamelacha St.
       Lod 7152008
       Israel

                                                        Re: ZOOZ Power Ltd.
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-4
                                                            Submitted December
5, 2023
                                                            CIK No. 0001992818

       Dear Boaz Weizer:

             We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR If you do not believe a comment applies to your facts and
circumstances or do not
       believe revisions in response to these comments are appropriate, please
tell us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter and your filed registration
statement, we may have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       November 16, 2023 letter.

       Amendment No. 2 to Draft Registration Statement on Form F-4

       Unaudited Pro Forma Condensed Combined Financial Information
       Unaudited Condensed Combined Pro Forma Balance Sheet, page 46

   1.                                                   In response to prior
comment 2, you indicate that as a result of the expected PIPE
                                                        Investment, you believe
you will have net tangible assets of at least $5,000,001 under each
                                                        of the redemption
scenarios. Please explain how you believe you meet this condition
                                                        under the Maximum
Redemption Scenarios considering the pro forma combined total
                                                        shareholders
deficit.
 Boaz Weizer
FirstName LastNameBoaz    Weizer
ZOOZ Power   Ltd.
Comapany14,
December  NameZOOZ
              2023     Power Ltd.
December
Page 2    14, 2023 Page 2
FirstName LastName
Note 4. Adjustments to Unaudited Condensed Combined Pro Forma Financial
Information
Adjustments to Unaudited Condensed Combined Pro Forma Financial Statements,
page 60

2.       In adjustment (A), please explain to us how the reclassification of
marketable securities
         held in trust account made available results in the issuance of
ordinary shares at $0.00077
         per share as well as the related impact on the adjustments to pro
forma shareholders
         equity in adjustment (B).
Background of the Business Combination, page 127

3.       We note your disclosure on page 32 that you expect to secure a PIPE
investment of $20
         million prior to the closing of the business combination. Please
update your discussion of
         the background of the business combination to describe any
negotiations or board
         deliberations in connection with the PIPE investment.
Audited Financial Statements
Notes to the Financial Statements
Note 9 - Commitments and Contingencies, page F-33

4.       We note your response to prior comment 7 indicating total grants to
date amounted to
         $1.287 million, which also appears to agree to the total contingent
obligation for royalties
         disclosed in response to prior comment 6. However, your disclosures
indicate that you
         also received grants from BIRD in the amount of $63 thousand and $169
thousand in the
         years ended December 31, 2022 and 2021, respectively, as well as
funding from BIRD for
         the Blink collaboration agreement in 2020 and $370 thousand from IIA
for the Afcon
         collaboration agreement in 2022. In addition, you disclose funding
from NYPA of $0.9
         million. Further, we note from your disclosure on page 198 that you
received grants from
         BIRD amounting to $0.9 million, from the Israeli Ministry of Economy
and Industry in
         the amount of NIS 0.18 million, and from the Ministry of Energy
Agreement in the
         amount of NIS 0.65 million, in addition to the grants from IIA. Please
reconcile the total
         amount of grants in your response and the total contingent obligation
for royalties to the
         disclosures in your filing.
 Boaz Weizer
FirstName LastNameBoaz    Weizer
ZOOZ Power   Ltd.
Comapany14,
December  NameZOOZ
              2023     Power Ltd.
December
Page 3    14, 2023 Page 3
FirstName LastName
       Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Pattan at 202-551-6756 or Jeff Kauten at 202-551-3447 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      Nahal Nellis