Announcement • Apr 13
Keyarch Acquisition Requests Nasdaq to File Notification of Removal from Listing And/Or Registration on Form 25 with the Securities and Exchange Commission
On April 4, 2024 (the ‘Closing Date’), Keyarch Acquisition Corporation (the ‘Company’ or ‘Keyarch’), and ZOOZ Power Ltd. (‘ZOOZ’), consummated (the ‘Closing’) their previously announced business combination (the ‘Business Combination’), 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, ZOOZ, ZOOZ Power Cayman, a direct, wholly owned subsidiary of ZOOZ (‘Merger Sub’), Keyarch Global Sponsor Limited (the ‘Sponsor’), in the capacity as representative of specified shareholders of Keyarch after the effective time of the Business Combination, and, by a joinder agreement, Dan Weintraub in the capacity as representative of the pre-Closing shareholders of ZOOZ after the effective time of the Business Combination. Pursuant to the Closing, Keyarch became a direct, wholly-owned subsidiary of ZOOZ. On April 4, 2024, in connection with the consummation of the Business Combination, Keyarch Acquisition Corporation notified Nasdaq that the Business Combination had become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’), on Form 25 (the ‘Form 25’) to notify the SEC that Keyarch’s ordinary shares, warrants, rights and units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the consummation of the Business Combination, Nasdaq determined to permanently suspend trading of Keyarch’s ordinary shares, warrants, rights and units prior to trading of ZOOZ ordinary shares and warrants pursuant to the Business Combination on April 5, 2024. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on April 5, 2024. Keyarch intends to file a Form 15 with the SEC in order to complete the deregistration of Keyarch’s securities under the Exchange Act.