Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Registrant Name | ZOOZ Power Ltd. |
Entity Central Index Key | 0001992818 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 4B Hamelacha St. |
Entity Address, City or Town | Lod |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 7152008 |
City Area Code | +972 |
Local Phone Number | (8) 6805566 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 850 Library Avenue |
Entity Address, Address Line Two | Suite 204 |
Entity Address, City or Town | Newark |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19711 |
City Area Code | (302) |
Local Phone Number | 738-6680 |
Contact Personnel Name | Puglisi & Associates |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 6,672,000 | $ 20,569,000 | |
Prepaid expenses | 752,000 | 597,000 | |
Inventory | 2,848,000 | 1,767,000 | |
Total current assets | 10,272,000 | 22,933,000 | |
NON-CURRENT ASSETS: | |||
Restricted bank deposits | 224,000 | 224,000 | |
Prepaid expenses | 79,000 | 90,000 | |
Operating lease right of use assets | 1,309,000 | 1,463,000 | |
Property and equipment, net | 1,593,000 | 723,000 | |
TOTAL NON-CURRENT ASSETS | 3,205,000 | 2,500,000 | |
Total Assets | 13,477,000 | 25,433,000 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 536,000 | 485,000 | |
Other payables and accrued expenses | 1,387,000 | 352,000 | |
Short term employee benefits | 788,000 | 766,000 | |
Share based payment liabilities | 232,000 | 996,000 | |
Current maturities of operating lease liabilities | 309,000 | 321,000 | |
Total current liabilities | 3,252,000 | 2,920,000 | |
NON-CURRENT LIABILITIES: | |||
Operating lease liabilities | 1,035,000 | 1,252,000 | |
TOTAL NON-CURRENT LIABILITIES | 1,035,000 | 1,252,000 | |
TOTAL LIABILITIES | 4,287,000 | 4,172,000 | |
Commitments and Contingencies | |||
Shareholders’ (Deficit)/Equity: | |||
Common stock value | [1] | 5,000 | 5,000 |
Additional paid-in capital | [1] | 58,780,000 | 58,277,000 |
Accumulated other comprehensive loss | [1] | (2,414,000) | (1,595,000) |
Accumulated deficit | [1] | (47,181,000) | (35,426,000) |
Total Shareholders’ (Deficit)/Equity | [1] | 9,190,000 | 21,261,000 |
Total Liabilities and Shareholders’ (Deficit)/Equity | [1] | 13,477,000 | 25,433,000 |
Keyarch Acquisition Corporation [Member] | |||
Current assets: | |||
Cash | 445,468 | 115,171 | |
Prepaid expenses | 19,278 | 166,889 | |
Investments held in Trust Account | 324,189 | ||
Total current assets | 788,935 | 282,060 | |
NON-CURRENT ASSETS: | |||
Investments held in Trust Account | 25,507,894 | 117,851,869 | |
Cash held in Escrow Account | 30,000 | ||
Total Assets | 26,326,829 | 118,133,929 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 2,620,437 | 165,403 | |
Total current liabilities | 4,650,437 | 165,403 | |
NON-CURRENT LIABILITIES: | |||
Commitments and Contingencies | |||
Shareholders’ (Deficit)/Equity: | |||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 986,124 | 986,124 | |
Accumulated deficit | (5,142,177) | (869,829) | |
Total Shareholders’ (Deficit)/Equity | (4,155,691) | 116,657 | |
Total Liabilities and Shareholders’ (Deficit)/Equity | 26,326,829 | 118,133,929 | |
Keyarch Acquisition Corporation [Member] | Common Class A [Member] | |||
NON-CURRENT LIABILITIES: | |||
Class A ordinary shares subject to possible redemption, 2,377,318 at redemption value of $10.87 and 11,500,000 shares at $10.25 per share as of December 31, 2023 and 2022, respectively | 25,832,083 | 117,851,869 | |
Shareholders’ (Deficit)/Equity: | |||
Common stock value | 362 | 75 | |
Keyarch Acquisition Corporation [Member] | Common Class B [Member] | |||
Shareholders’ (Deficit)/Equity: | |||
Common stock value | 287 | ||
Keyarch Acquisition Corporation [Member] | Related Party [Member] | |||
Current liabilities: | |||
Promissory note – related party | $ 2,030,000 | ||
[1]Adjusted to reflect reverse stock split, see Note 11 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.00286 | $ 0.00286 |
Common stock, shares issued | 34,973,575 | 34,973,575 |
Common stock, shares, issued | 5,912,223 | 5,912,223 |
Common stock, shares outstanding | 5,912,223 | 5,912,223 |
Keyarch Acquisition Corporation [Member] | ||
Common stock, shares, issued | 2,377,318 | |
Common stock, shares outstanding | 2,377,318 | |
Common stock, shares subject to possible redemption | 2,377,318 | 11,500,000 |
Redemption price per share | $ 10.10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Keyarch Acquisition Corporation [Member] | Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 180,000,000 | 180,000,000 |
Common stock, shares, issued | 3,619,999 | 745,000 |
Common stock, shares outstanding | 3,619,999 | 745,000 |
Common stock, shares subject to possible redemption | 2,377,318 | 11,500,000 |
Redemption price per share | $ 10.87 | $ 10.25 |
Keyarch Acquisition Corporation [Member] | Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 1 | 2,875,000 |
Common stock, shares outstanding | 1 | 2,875,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Sales | $ 764,000 | |||
Cost of sales | 1,869,000 | 178,000 | ||
Gross loss | (1,105,000) | (178,000) | ||
Research and development, net | 5,215,000 | 4,163,000 | 1,523,000 | |
Sales and marketing | 3,041,000 | 1,672,000 | 987,000 | |
General and administrative expenses | 2,850,000 | 2,189,000 | 2,028,000 | |
Loss from Operations | (12,211,000) | (8,202,000) | (4,538,000) | |
Other Income: | ||||
Finance income (expenses), net | 456,000 | 377,000 | (43,000) | |
Loss before income tax | (11,755,000) | (7,825,000) | (4,581,000) | |
Income tax benefit | ||||
Net (Loss)/Profit | $ (11,755,000) | $ (7,825,000) | $ (4,581,000) | |
Basic net loss per share, ordinary shares | [1] | $ (1.99) | $ (1.51) | $ (2.27) |
Diluted net loss per share, ordinary shares | [1] | $ (1.99) | $ (1.51) | $ (2.27) |
Weighted average shares outstanding of ordinary shares, Basic | [1] | 5,912,000 | 5,166,000 | 2,020,000 |
Weighted average shares outstanding of ordinary shares, Diluted | [1] | 5,912,000 | 5,166,000 | 2,020,000 |
Keyarch Acquisition Corporation [Member] | ||||
General and administrative expenses | $ 4,126,564 | $ 860,419 | ||
Total Expenses | 4,126,564 | 860,419 | ||
Loss from Operations | (4,126,564) | (860,419) | ||
Other Income: | ||||
Bank interest income | 4,216 | 2,222 | ||
Income earned on investment held in Trust Account | 3,656,444 | 1,701,869 | ||
Net (Loss)/Profit | $ (465,904) | $ 843,672 | ||
Keyarch Acquisition Corporation [Member] | Redeemable ordinary shares [Member] | ||||
Other Income: | ||||
Basic net loss per share, ordinary shares | $ 0.12 | $ 0.49 | ||
Diluted net loss per share, ordinary shares | $ 0.12 | $ 0.49 | ||
Weighted average shares outstanding of ordinary shares, Basic | 7,526,010 | 10,631,507 | ||
Weighted average shares outstanding of ordinary shares, Diluted | 7,526,010 | 10,631,507 | ||
Keyarch Acquisition Corporation [Member] | NonRedeemable Ordinary Shares [Member] | ||||
Other Income: | ||||
Basic net loss per share, ordinary shares | $ (0.38) | $ (1.21) | ||
Diluted net loss per share, ordinary shares | $ (0.38) | $ (1.21) | ||
Weighted average shares outstanding of ordinary shares, Basic | 3,620,000 | 3,579,699 | ||
Weighted average shares outstanding of ordinary shares, Diluted | 3,620,000 | 3,579,699 | ||
[1]Adjusted to reflect reverse stock split, see Note 11 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net Loss | $ (11,755) | $ (7,825) | $ (4,581) |
Other Comprehensive income (loss) | |||
Reporting currency translation gain (loss) | (819) | (1,965) | 370 |
Total other comprehensive income (loss) | (819) | (1,965) | 370 |
Total comprehensive loss | $ (12,574) | $ (9,790) | $ (4,211) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Shares and Changes in Shareholders' Equity - USD ($) | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Common Class A [Member] Keyarch Acquisition Corporation [Member] | Common Stock [Member] Common Class B [Member] Keyarch Acquisition Corporation [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Keyarch Acquisition Corporation [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Retained Earnings [Member] Keyarch Acquisition Corporation [Member] | Total | Keyarch Acquisition Corporation [Member] | |||
Balance at Dec. 31, 2020 | $ 21,878,000 | $ (23,020,000) | $ (23,020,000) | |||||||||||
Balance, shares at Dec. 31, 2020 | 18,881,400 | [1] | 349,736 | |||||||||||
Share-based compensation | 346,000 | 346,000 | ||||||||||||
Net profit (loss) | (4,581,000) | (4,581,000) | ||||||||||||
Other comprehensive income | 370,000 | 370,000 | ||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600 | $ 2,000 | 7,643,000 | 7,645,000 | |||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | 295,125 | |||||||||||||
Conversion of preferred shares into ordinary shares | $ (21,878,000) | [2] | 21,878,000 | 21,878,000 | ||||||||||
Conversion of preferred shares into ordinary shares, shares | (18,881,400) | [1] | 1,650,875 | |||||||||||
Balance at Dec. 31, 2021 | $ 2,000 | $ 20 | $ 287 | 29,867,000 | $ 26,493 | 370,000 | (27,601,000) | $ (11,632) | 2,638,000 | $ 15,168 | ||||
Balance, shares at Dec. 31, 2021 | [1] | 2,295,736 | [3] | 200,000 | 2,875,000 | |||||||||
Share-based compensation | 543,000 | 543,000 | ||||||||||||
Net profit (loss) | (7,825,000) | 843,672 | (7,825,000) | 843,672 | ||||||||||
Other comprehensive income | (1,965,000) | (1,965,000) | ||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600 | $ 3,000 | 27,867,000 | 27,870,000 | |||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | [3] | 3,616,487 | ||||||||||||
Proceeds from sale of public units | $ 1,150 | 114,998,850 | 115,000,000 | |||||||||||
Proceeds from sale of public units, shares | 11,500,000 | |||||||||||||
Proceeds from sale of private placement units | $ 55 | 5,449,945 | 5,450,000 | |||||||||||
Proceeds from sale of private placement units, shares | 545,000 | |||||||||||||
Underwriters’ commission on sale of public units | (2,300,000) | (2,300,000) | ||||||||||||
Other offering costs | (1,171,734) | (1,171,734) | ||||||||||||
Allocation of offering costs to ordinary shares subject to redemption, adjusted for reversal allocation | 2,987,577 | 2,987,577 | ||||||||||||
Initial measurement of Ordinary Shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital | $ (1,150) | (102,854,850) | (102,856,000) | |||||||||||
Initial measurement of Ordinary Shares Subject to Redemption under ASC 480-10-S99 against additional paid-in capital, shares | (11,500,000) | |||||||||||||
Deduction for increases of carrying value of redeemable shares, adjusted for reversal of offering costs | (16,281,577) | (16,281,577) | ||||||||||||
Reversal of offering costs | 131,420 | 131,420 | ||||||||||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) | (1,701,869) | (1,701,869) | ||||||||||||
Balance at Dec. 31, 2022 | $ 5,000 | $ 75 | $ 287 | 58,277,000 | 986,124 | (1,595,000) | (35,426,000) | (869,829) | 21,261,000 | 116,657 | ||||
Balance, shares at Dec. 31, 2022 | 5,912,223 | [4] | 745,000 | 2,875,000 | ||||||||||
Share-based compensation | 503,000 | 503,000 | ||||||||||||
Net profit (loss) | (11,755,000) | (465,904) | (11,755,000) | (465,904) | ||||||||||
Other comprehensive income | (819,000) | (819,000) | ||||||||||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) | (3,656,444) | (3,656,444) | ||||||||||||
Reclassification from Class B to Class A Ordinary Shares | 287 | (287) | ||||||||||||
Reclassification from Class B to Class A Ordinary Shares, shares | 2,874,999 | (2,874,999) | ||||||||||||
Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) | (150,000) | (150,000) | ||||||||||||
Balance at Dec. 31, 2023 | $ 5,000 | $ 362 | $ 58,780,000 | $ 986,124 | $ (2,414,000) | $ (47,181,000) | $ (5,142,177) | $ 9,190,000 | $ (4,155,691) | |||||
Balance, shares at Dec. 31, 2023 | 5,912,223 | [4] | 3,619,999 | 1 | ||||||||||
[1]Adjusted to reflect reverse stock split, see Note 11[2]Represents less than $1 thousand[3]Adjusted to reflect reverse stock split, see Note 11[4]Adjusted to reflect reverse stock split, see Note 11 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Shares and Changes in Shareholders' Equity (Parenthetical) $ in Thousands, ₪ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 ILS (₪) | |
Subsidiary, Sale of Stock [Line Items] | |||
Net of issuance costs | $ 1,700 | $ 8,400 | ₪ 27.4 |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Net of issuance costs | $ 600 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net (loss)/profit | $ (11,755,000) | $ (7,825,000) | $ (4,581,000) |
Adjustments to reconcile net (loss)/profit to net cash used in operating activities: | |||
Depreciation | 239,000 | 131,000 | 44,000 |
Non-cash finance expenses (income), net | (206,000) | (279,000) | 34,000 |
Net changes in operating lease assets and liabilities | (148,000) | 119,000 | (3,000) |
Gain from disposal of assets | (16,000) | ||
Share-based compensation | (219,000) | (1,751,000) | (1,315,000) |
Changes in operating assets and liabilities: | |||
Trade receivables | 36,000 | ||
Prepaid expenses and other current assets | (163,000) | (74,000) | (132,000) |
Inventory | (1,117,000) | (1,405,000) | (462,000) |
Accounts payable | 64,000 | 10,000 | (28,000) |
Other payables and accrued expenses | 1,028,000 | 51,000 | 244,000 |
Short term employee benefits | 45,000 | 492,000 | 78,000 |
Net cash used in operating activities | (12,232,000) | (10,547,000) | (6,085,000) |
Cash Flows from Investing Activities: | |||
Purchase of property and equipment | (1,365,000) | (500,000) | (298,000) |
Grants received for property and equipment | 250,000 | ||
Long term restricted deposits | (224,000) | ||
Net cash provided by (used in) investing activities | (1,339,000) | (500,000) | (298,000) |
Cash Flows from Financing Activities: | |||
Proceeds from issuance of shares and warrants, net of issuance costs | 27,870,000 | 7,645,000 | |
Net cash (used in) provided by financing activities | 27,870,000 | 7,645,000 | |
Effect of change in exchange on cash balances held in foreign currencies | (550,000) | (1,906,000) | 428,000 |
Net change in cash | (14,121,000) | 14,917,000 | 1,690,000 |
Cash—beginning of the year | 20,793,000 | 5,876,000 | 4,186,000 |
Cash—end of the year | 6,672,000 | 20,793,000 | 5,876,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Lease liabilities arising from obtaining right-of-use assets | 55,000 | 319,000 | 1,496,000 |
Purchase of equipment | 196,000 | ||
Reclassification of inventory to property and equipment | 195,000 | ||
Conversion of preferred shares into ordinary shares | 21,878,000 | ||
Keyarch Acquisition Corporation [Member] | |||
Cash Flows from Operating Activities: | |||
Net (loss)/profit | (465,904) | 843,672 | |
Adjustments to reconcile net (loss)/profit to net cash used in operating activities: | |||
Income earned on investment held in Trust Account | (3,656,444) | (1,701,869) | |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | 2,455,034 | 321,403 | |
Prepaid expenses | 147,611 | (166,889) | |
Net cash used in operating activities | (1,519,703) | (703,683) | |
Cash Flows from Investing Activities: | |||
Purchase of investment held in Trust Account | (150,000) | (116,150,000) | |
Cash held in Escrow Account | (30,000) | ||
Cash withdrawn from Trust Account in connection with redemption | 95,826,230 | ||
Net cash provided by (used in) investing activities | 95,646,230 | (116,150,000) | |
Cash Flows from Financing Activities: | |||
Proceeds from sale of public units through public offering | 115,000,000 | ||
Proceeds from sale of private placement units | 5,450,000 | ||
Payment of underwriters’ commissions | (2,300,000) | ||
Proceeds from promissory note to related party | 2,030,000 | ||
Redemption of ordinary shares | (95,826,230) | ||
Payment of offering costs | (1,040,314) | ||
Repayment on promissory note to related party | (150,000) | ||
Net cash (used in) provided by financing activities | (93,796,230) | 116,959,686 | |
Net change in cash | 330,297 | 106,003 | |
Cash—beginning of the year | 115,171 | 9,168 | |
Cash—end of the year | 445,468 | 115,171 | $ 9,168 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Allocation of offering costs to ordinary shares subject to redemption | 2,987,577 | ||
Reclassification of ordinary shares subject to redemption | 102,856,000 | ||
Remeasurement adjustment on redeemable ordinary shares | 16,281,577 | ||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) | 3,656,444 | 1,701,869 | |
Conversion of Class B ordinary shares to Class A ordinary shares | 287 | ||
Reversal of offering cost adjusted from additional paid in capital | $ 131,420 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | Note 1 - GENERAL ZOOZ Power Ltd. (hereinafter - “the Company”), an Israeli company, was incorporated and commenced operations in Israel on February 5, 2013. The offices of the Company are located at 4 Hamelacha St., Lod, Israel. The Company operates as one In March 2021, the Company completed an initial public offering of shares and marketable warrants on the Tel Aviv Stock Exchange and became a public company and started trading on that day. In March 2022, the Company completed a public offering of shares and warrants. For more information see note 11. In June 2023, the Company established a subsidiary in the Cayman Islands, ZOOZ Power Cayman (hereinafter - “the subsidiary”). The subsidiary is wholly owned by the Company. The subsidiary did not operate during 2023. On July 30, 2023, the Company entered into a business combination agreement with Keyarch Acquisition Corporation, a public company incorporated in the Cayman Islands, then traded on the Nasdaq Global Market, which was issued as a Special Purpose Acquisition Company (SPAC) and additional related agreements, according to which a reverse triangular merger take effect, in which the Company recently established a subsidiary registered in the Cayman Islands with which the SPAC company will merge, such that the SPAC has become a private company fully owned ( 100 The Company’s shareholders prior to the closing are entitled to additional contingent consideration of up to 4 million ordinary shares upon the Company’s achievement of the applicable earnout milestones (hereinafter - “the Earnout Rights”) (based on share price) as set forth in the Business Combination Agreement, in the form of non-tradable, non-assignable rights, that were issued by the Company pro rata to the Pre-Closing company Shareholders on April 4, 2024. The Earnout Rights may be converted into ZOOZ ordinary shares within 5 years from the lapse of the first quarter following the Closing Upon meeting the applicable milestones. On February 9, 2024, Keyarch and the Company entered into subscription agreements with certain investors (hereinafter - “subscription agreements”). Under the terms of the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, an aggregate of 1,300,000 10.00 13,000,000 On March 21, 2024, the extraordinary general meeting of the Company’s shareholders approved a reverse share split of the Company’s ordinary Shares, effective as of March 25, 2024, at a conversion ratio of 11.43720665 The Company accounted for the Reverse Stock Splits on a retroactive basis pursuant to ASC 260. As a result, all common stock, warrants, and options outstanding and exercisable for common stock, exercise prices and loss per share amounts have been adjusted, on a retroactive basis, for all periods presented in these financial statements and the applicable disclosures, to reflect such Reverse Stock Split. The closing of the Merger and the Transactions took place on April 4, 2024. At the Effective Time, and upon the terms and subject to the conditions of the Business Combination Agreement, and in accordance with the Cayman Act, Keyarch and Merger Sub consummated the Merger, pursuant to which Merger Sub was merged with and into Keyarch, with Keyarch being the surviving company, following which the separate corporate existence of Merger Sub ceased and Keyarch continued as the surviving company Pursuant to the Closing, Keyarch became a direct, wholly-owned subsidiary of the Company. As part of the merger $ 10 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) In connection to the Closing of the Business Combination, the Company’s ordinary shares and public warrants began trading on the Nasdaq Capital Market under the ticker symbols “ZOOZ” and “ZOOZW”, respectively, on April 5, 2024, and became a dual Company. Following the Issuance of Earnout rights in April 2024, the company’s options and warrants conversion ratio has been adjusted, so each option or warrant will be exercisable to 1.18961 Current impact of Swords of Iron War On October 7, 2023, following a surprise attack by the terrorist organization, Hamas, from the Gaza Strip, the Israeli government declared the “Swords of Iron” War. Following the attack from the Gaza Strip, an attack was also launched towards northern Israel by the terrorist organization, Hezbollah, from Lebanon and tensions in other sectors increased. As of the date of approval of the financial statements, the security situation in both the southern sector and the northern sector remained tense, and the uncertainty regarding the return to normalcy remains. As part of dealing with the threats of a Swords of Iron War, the Israeli government ordered the evacuation of dozens of localities located in the south of the country, around the Gaza Strip, and in the north of the country, along the border with Lebanon, and also imposed restrictions on various gatherings, activities in workplaces and educational activities in accordance with the directives of the Home Front Command. In addition, many citizens were called to reserve service for extended periods of time. The Company’s factory is located in the city of Lod. The Company’s facilities were not damaged during the war. In accordance with the guidelines of the National Emergency Authority, there is no denial of access or any restriction in the activity of the Company’s facilities. As of the date of approval of the financial statements, the Company operates normally. As of the date of publication of the financial statements, there is no material impact on the Company’s supply chain. However, if the security situation continues for an extended period of time, the Company’s production capacity and even marketing and advertising activities outside of Israel may be affected. At this stage, the Company cannot reasonably assess the consequences of the continuation of the Swords of Iron War on the level of its activity and the results of this activity. These consequences depend, among other things, on the duration and scope of the war, on its economic effects on the entire economy in Israel and on the ability to raise capital from foreign and local investors and the industry in which the Company operates. The Company continues regularly to monitor the development of events and considers the implications for its business activity and the measures it will take accordingly. Current impact of the current financial markets and economic conditions ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company’s business may materially be affected by conditions in the financial markets and economic conditions in the U.S. and Europe. 2022 was characterized by steep declines and significant volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth and geopolitical uncertainty. Inflation across many key economies reached generational highs, prompting central banks to take monetary policy tightening actions that are likely to create headwinds to economic growth. Continued global supply chain disruption, including due to China’s recurrent restrictions and the ongoing war between Russia and Ukraine, are also contributing to mounting inflationary pressure. In 2022, in the U.S., annual inflation rose to the highest level in over 40 years. Concurrently, Europe experienced high year-over-year inflation. In response to rising inflation, the Federal Reserve raised the federal funds target range and the European Central Bank raised rates for the first time in 11 years. Both central banks reiterated expectations for additional increases in the coming months. While several key economic factors, including employment, wage growth and household savings have demonstrated resilience, the U.S. economic contraction in 2022 has opened a debate among economists as to whether the U.S. has entered, or in the near term will enter, a recession. Liquidity The Company has net losses for the years ended December 31, 2023, 2022 and 2021 in the amounts of $ 11,755 7,825 4,581 12,232 10,547 6,085 The Company has historically financed its operations over the years by raising funds from investors. On April 4, 2024, the Company finalized a merger deal with a SPAC. As part of the merger 10 In order to continue the Company’s operations, including research and development and sales and marketing, the Company is looking to secure financing from various sources, including additional investment funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES | Note 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of presentation of financial statements The financial statements of the Company have been prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these financial statements, the most significant estimates relate to inventory net realizable value and share-based compensation. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Functional and Presentation Currency The currency of the primary economic environment in which the operations of the Company are conducted is the New Israeli Shekel (“NIS”). Thus, the functional currency of the Company is the NIS. The Company’s presentation and reporting currency is the U.S dollar. Balances in non-NIS currencies are translated into NIS using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-NIS transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) - historical exchange rates. Currency transaction gains and losses are presented in finance income or expenses, as appropriate. The financial statements are translated into the reporting currency, the U.S dollar, using the current rate method - equity accounts are translated using historical exchanges rates, while all other balance sheet accounts are translated using the exchanges rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the year, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, The resulting translation adjustments are reported as a component of shareholders’ equity in accumulated other comprehensive income (loss). Exchange rates of NIS to U.S dollar as of December 31, 2023 and 2022 are 3.63 3.52 Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy is categorized into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of other current assets, account payables and other payables and accrued expenses approximate fair value because of their generally short maturities. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Restricted long-term bank deposits Restricted long-term bank deposits are deposits with a maturity of more than one year. The bank deposits are used as a security for the Company’s lease agreements. Long-term bank deposits are denominated in NIS. The interest on the Company’s deposits is insignificant. As of December 31, 2023 and 2022, the Company had a lien on the Company’s bank deposits in respect of bank guarantees granted in order to secure its lease agreements. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates. Concentration of credit risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, restricted long-term deposits and other receivables. All the Company’s cash and restricted long-term bank deposits are invested in banks within Israel. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying balance sheets exceed federally insured limits. The Company places its cash and deposits with financial institutions for which management believes there is limited credit loss exposure with respect to the investments. Inventory Inventory consists of raw materials, work in process and finished products. Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving and obsolescent items. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Once written-down, a new lower cost basis for that inventory is established . Cost of inventories is assigned as follows: Raw materials - at cost of purchase represents the first in, first out method. Work in process - on the basis of direct manufacturing costs with the addition of allocable indirect manufacturing costs. Finished products - based on average costs of materials, contracting and manufacturing costs. Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATES % Computers and peripherals 33 Office furniture and equipment 7 Machines and electronic devices 15 33 Energy storage systems 20 Leasehold improvements 21 26 Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. The Company’s property and equipment include, among other things, energy storage systems that were manufactured by the Company and transferred to a third party free of charge for the purpose of a marketing pilot. At the end of a period agreed between the parties, the systems will be returned to the Company. Grants that relate to assets are presented in the statement of financial position by deducting the grant in order to arrive at the book value of the asset. The grant is recognized in profit or loss over the life of a depreciable asset through the imputation of reduced depreciation. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize an impairment loss on its long-lived assets. Basic and diluted net loss per share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. All share options, warrants and preferred shares were excluded from the calculation of diluted net loss per ordinary share because their effect would have been anti-dilutive for the years presented. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, a net loss for the periods presented was not allocated to the Company’s participating securities. For the year ended December 31, 2023, the Company had 834,172 39,710 711,539 39,710 Collaborative arrangements The Company entered into collaborative arrangements with partners that fall under the scope of Topic 808, “Collaborative Arrangements” (“ASC 808”). While these arrangements are in the scope of ASC 808, the Company may analogize to ASC 606 for some aspects of the arrangements. The terms of the Company’s collaborative arrangements typically include reimbursements or cost-sharing of research and development expenses. Each of these payments results in an offset against research and development expenses. Under certain collaborative arrangements, the Company has been reimbursed for a portion of its research and development expenses or participates in the cost-sharing of such research and development expenses. Such reimbursements and cost-sharing arrangements have been reflected as a reduction of research and development expense in the Company’s statements of operations, as the Company does not consider performing research and development services for reimbursement to be a part of its ongoing major or central operations. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Revenues The Company generates revenues from the sale of energy storage system for supporting fast chargers for electric vehicles, based on kinetic storage using flywheels. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the entity performs the following five steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the performance obligation is satisfied. The Company accounts for a contract with customer when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s contract includes one type of performance obligation, which is satisfied at a point in time. The Company recognizes revenue upon transfer of control of the system to the customer in an amount that reflects the consideration the Company expects to receive in exchange for the system. Transfer of control occurs generally upon the receipt of customer acceptance or once risk of loss has transferred to the customer. The acceptance received from customers include successful installation and commissioning test of the energy storage system. The Company does not provide a right of return. The Company provide to customers a limited warranty assurance that the systems are in compliance with the applicable specifications at the time of delivery. Under the standard terms and conditions of sale, liability for certain failures of product during the stated warranty periods are limited to repair or replacement of defective items. During the reporting period the Company delivered to its client and installed in the client’s site located in Germany two energy storage systems. The Company recognized the revenues related to these two systems during the reporting period, after receiving the acceptance certificate for the systems. The Company’s trade receivable balances are driven by sale of energy storage systems. Credit is granted based on evaluation of a customer’s financial condition and generally, collateral is not required. Trade receivable balances are stated at amounts due from customers net of a provision for current expected losses. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Trade receivables are reduced by an allowance for current expected losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. As of December 31, 2023, the Company has collected all trade receivable balances. Research and development, net Research and development costs are expensed to the statement of operations as incurred, net of government grants which represents participations in research and development. Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll costs, lab expenses, materials, consumables, and consulting fees. All costs associated with research and development are expensed as incurred. The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (hereafter “IIA”), other governmental institutions (the Ministry of Economy and the Ministry of Energy) and the BIRD Foundation (“BIRD”) in approved programs for research and development. At the time the grants were received, successful development of the related projects was not assured. Grants are recognized as a reduction of research and development expenses as the related costs are incurred. For more information see note 16a. Sales and marketing The Company receives royalty-bearing grants, which represents participation of the New York Power Authority (hereafter “NYPA”) in approved programs for sales and marketing. These grants are recognized as a reduction of sales and marketing expenses as the related costs are incurred. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, if it is more likely than not that a portion or all the deferred tax assets will not be realized. ASC 740-10, “Income Taxes” (“ASC 740-10”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Share-based compensation The Company accounts for options granted to employees under the fair value recognition provision of ASC 718 “stock compensation”. The Company measures all share-based awards, based on their estimated fair value on the grant date. The Company’s employees and directors share-based payment awards are classified as equity awards, except for awards as described below. The grant date fair value of these share-based payment transactions is recognized as an expense over the requisite service period using an accelerated method, net of estimated forfeitures. The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule based on the multiple-option award approach. The Company accounts for its equity classified share-based payment awards to its advisors in a similar manner. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option- pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company uses an average historical stock price volatility based on a combined weighted average of the Company’s historical average volatility and that of a selected peer group of comparable public companies within the industry that were deemed to be representative of future stock price trends as the Company does not have a sufficient historical trading history of its own Common Stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero. Liability classified share-based options Some of the Company’s share-based awards have an exercise price denominated in USD, which is not the Company’s functional currency and not the employees’ salary currency or the currency in which the employees are paid. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of these awards is described in Note 12. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense in the statement of operations. Compensation expense reflects estimates of the number of awards expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Severance pay Under Israeli law, the Company is required to pay a severance payment to its employees in Israel upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company makes ongoing deposits into its Israeli employee pension plans to fund their severance liabilities. For its employees who are employed under the Section 14 of the Severance Pay Law, 1963 (“Section 14”), the Company makes deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s rights upon termination. In addition, the related obligations and amounts deposited on behalf of the applicable employees for such obligations are not presented on the Company’s balance sheets, as the amounts funded are not under the control of management and the Company is legally released from the obligation to pay any severance payments to the employees once the required deposit amounts have been paid. For the years ended December 31, 2023, 2022 and 2021, severance pay expenses were $ 375 253 181 Comprehensive loss The Company complies with ASC 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its financial statements from its functional currency to its reporting currency as a component of other comprehensive income (loss). Leases The Company accounts for leases in accordance with ASC 842, Leases. All of the Company’s leases are classified as operating leases. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. Operating leases are included as operating lease right-of-use (“ROU”) assets and operating lease liabilities on the balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company elected the practical expedient to not separate lease and non-lease components for all of the Company leases, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the statements of operations on a straight-line basis over the lease term. The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Further, the Company recognizes lease expense on a straight-line basis over the lease term. The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise or not exercise the option to renew or terminate the lease. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Contingent Liabilities Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2023, no contingent liabilities have been recognized. Accounting Pronouncements effective in future periods In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its financial statements. In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its financial statements. |
Keyarch Acquisition Corporation [Member] | |
SIGNIFICANT ACCOUNTING POLICIES | Note 2 – Significant Accounting Policies SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of audited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the audited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in the Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the Class A ordinary shares upon the completion of business combination. Offering Costs Offering costs were $ 3,471,734 3,105,119 366,615 131,420 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 2,377,318 11,500,000 10.10 As on December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $ 117,542 (2,987,577 ) Redemption of Public Shares from cash held in trust account** (95,826,230 ) Plus: Accretion of carrying value to redemption value (net of decrease of $ 117,542 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) 5,358,313 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 150,000 Ordinary shares subject to possible redemption $ 25,832,083 * During the year ended December 31, 2022, the Company received a discount amounting to $ 131,420 117,542 ** On July 20, 2023, the holders of 9,122,682 10.50 95,826,230 2,377,318 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Profit/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net profit/(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed profit (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed profit (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed profit (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. As of December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net profit/(loss) per share presented in the statement of operations is based on the following: SCHEDULE OF PROFIT/(LOSS) PER SHARE December 31, December 31, Year ended Year ended December 31, December 31, Net (Loss)/Profit $ (465,904 ) $ 843,672 Income earned on investment held in Trust Account (3,656,444 ) (1,701,869 ) Accretion of carrying value to redemption value (150,000 ) (16,399,119 ) Decrease in carrying value of redeemable shares due to reversal of offering costs - 117,542 Net loss including accretion of equity into redemption value $ (4,272,348 ) $ (17,139,774 ) Year ended Year ended Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (2,884,775 ) $ (1,387,573 ) $ (12,822,390 ) $ (4,317,384 ) Income earned on investment held in Trust Account 3,656,444 — 1,701,869 — Accretion of carrying value to redemption value 150,000 — 16,399,119 — Decrease in carrying value of redeemable shares due to reversal of offering costs — — (117,542 ) — Allocation of net profit/(loss) 921,669 (1,387,573 ) 5,161,056 (4,317,384 ) Denominators: Weighted-average shares outstanding 7,526,010 3,620,000 10,631,507 3,579,699 Basic and diluted net profit/(loss) per share $ 0.12 $ (0.38 ) $ 0.49 $ (1.21 ) Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | NOTE 3 - FAIR VALUE MEASUREMENT The Company’s financial instruments consist mainly of cash, restricted long-term deposits and other current assets, accounts payable and other payables. Other than the share-based payment liabilities, the recorded amounts approximate their respective fair value because of the liquidity and short period of time to maturity, receipt, or payment of these instruments. The Company’s financial instruments which are considered as a Level 3 measurement is the share-based payment liability. For more information see Note 12. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS As of December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 25,832,083 $ 25,832,083 $ — $ — |
Keyarch Acquisition Corporation [Member] | |
FAIR VALUE MEASUREMENT | Note 8 – Fair Value Measurements FAIR VALUE MEASUREMENT The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS As of December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 25,832,083 $ 25,832,083 $ — $ — As of December 31, 2022, the balance of investments held in Trust Account was $ 117,851,869 |
CASH AND RESTRICTED CASH EQUIVA
CASH AND RESTRICTED CASH EQUIVALENT | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
CASH AND RESTRICTED CASH EQUIVALENT | Note 4 - CASH AND RESTRICTED CASH EQUIVALENT The following table provides a reconciliation of cash and restricted deposits reported on the balance sheets that sum to the same total amount as shown in the statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED DEPOSITS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Cash 6,672 20,569 Restricted deposits (1) - 224 Total cash and restricted cash equivalent shown in the statement of cash flows 6,672 20,793 (1) As of December 31, 2022, the Company’s restricted deposits consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposits are presented at cost including accrued interest. These bank deposits are used as security for collateralizing the Company’s lease contracts. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | Note 5 - PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Prepaid expenses 203 66 Institutions 117 216 Advances to suppliers 304 16 Other 128 299 Total 752 597 |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | Note 6 – INVENTORY SCHEDULE OF INVENTORY 2023 2022 December 31 2023 2022 U.S. dollars in thousands Raw materials 955 558 Work in process 425 904 Finished goods 1,468 305 Total 2,848 1,767 The Company recorded an inventory write-off of $ 1,123 178 144 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 7 - PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31 2023 2022 U.S. dollars in thousands Cost: Computers and peripheral equipment 254 115 Office furniture and equipment 170 163 Machines and equipment 652 550 Leasehold improvements 264 252 Energy storage systems 844 - Property plant and equipment gross 2,184 1,080 Accumulated depreciation: (591 ) (357 ) Depreciated cost 1,593 723 For the years ended December 31, 2023, 2022 and 2021, depreciation expenses amounted to $ 239 131 44 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
OTHER PAYABLES AND ACCRUED EXPE
OTHER PAYABLES AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER PAYABLES AND ACCRUED EXPENSES | Note 8 - OTHER PAYABLES AND ACCRUED EXPENSES SCHEDULE OF OTHER PAYABLES AND ACCRUED EXPENSES 2023 2022 December 31 2023 2022 U.S. dollars in thousands Accrued expenses 975 252 Grants in advance 268 90 Others 144 10 Other payables and accrued expenses 1,387 352 |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
OPERATING LEASES | Note 9 - OPERATING LEASES The Company is party to a lease agreement for its facilities located in Israel through November 2024. The Company has the option to extend the agreement for an additional 3 3 The Company also leases vehicles for its employees with different commencement and ending periods in Israel (for 3 years periods). The Company has an option terminate these lease agreements, which may result in penalties of insignificant amounts. The Company concluded that it is not reasonably certain that it will exercise the termination option. Accordingly, such termination option was not included in determining the lease term. The company has short term agreements for the of parking spaces for periods of up to 12 months The Company’s operating lease expenses are recognized on a straight-line basis. Operating lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows: SCHEDULE OF OPERATING LEASE COST 2023 2022 2021 December 31 2023 2022 2021 U.S. dollars in thousands Operating lease cost 781 760 209 Short term lease costs 18 14 - Total lease costs 799 774 209 Cash flow and other information related to operating leases were as follows: SCHEDULE OF CASH FLOW AND OTHER INFORMATION RELATED TO OPERATING LEASES 2023 2022 2021 December 31 2023 2022 2021 U.S. dollars in thousands Cash paid for amounts included in the measurement of lease liabilities 443 250 106 Right-of-use assets obtained in exchange for new operating lease liabilities 108 319 1,496 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Other information related to operating leases were as follows SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES December 31, 2023 2022 Weighted-average remaining lease term 3.9 4.7 Weighted-average discount rate 12.88 % 12.27 % The table below presents value of lease liabilities of the company for the lease period (USD thousands): SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES December 31, 2024 415 2025 404 2026 390 2027 309 Total operating lease payments 1,518 Less: imputed interest (174 ) Present value of lease liabilities 1,344 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 - COMMITMENTS AND CONTINGENCIES Commitment to pay royalties to the Israel Innovation Authority and other participation grants Since incorporation of the Company and through 2023, the Company received grants for participation in research and development the IIA, other governmental institutions (the Ministry of Economy and the Ministry of Energy) the BIRD Foundation, and from NYPA In the case of project termination and/or unsuccessful development prior to having a mature product and beginning of sales, the Company does not have any commitment to pay royalties. As a precondition for receiving the grants, the Company committed to pay royalties in a range of 11 16 Total contingent obligations as of December 31, 2023 and 2022, amounted to $ 2.0 1.3 The Company receives royalty-bearing grants, which represent participation of BIRD in approved programs for funding, covering up to 50% 0.1 0.1 0.2 The Company is committed to pay royalties to BIRD at a rate of 5% of the sales of its product, up to 100% of the amount of the grants received if full repayment made by April 1, 2024, 113% if full repayment is made by April 2025, 125% if full repayment is made by April 2026, 138% if full repayment is made by April 2027, and 150% if full repayment is made after April 2027 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company receives royalty-bearing grants, which represent participation of IIA in approved programs for funding, covering up to 50% 0.3 0 0.1 0.3 The Company is committed to pay royalties to the Israeli Government at a rate of 3% to 5% of the sales of its product, up to 100% of the amount of the grants received plus Annual Interest for a File, as such term is defined under the IIA’s rules and guidelines 23 The amounts deducted from research and development expenses are $ 382 359 189 Engagement in collaborations agreements and pilot programs: 1. Collaboration agreement with Blink In February 2020, the Company engaged in a collaboration agreement with Blink, a company engaged in development, marketing, and distribution of equipment for electric vehicles, for the development of an energy storage system for the U.S. market designed to accelerate EV charging. 50% 5% 2. Collaboration agreement with Afcon Electric Transportation LTD. In July 2022, the Company entered into an agreement with Afcon Electric Transportation Ltd. (hereafter - “Afcon”), in a cooperation agreement for the establishment and execution of a pilot for an ultra-fast charging infrastructure for electric vehicles, based on a ZOOZTER-100 kinetic storage system in combination with the energy management software (EMS) for smart management of power consumption on the site produced by the Company. The engagement in the agreement is subject to the approval from the IIA for a pilot support grant amounting to 40% 0.3 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 3. Collaboration agreement with New York Power Authority On September 12, 2022, the Company engaged in a cooperation agreement with the NYPA for the development, installation, integration and demonstration of the Company’s systems for use as ultra-fast charging infrastructure for electric vehicles, in locations with limited power grid capacity. Under the agreement, the Company is expected to construct and demonstrate with NYPA’s funding of up to $ 0.9 0.5 1.5% 2% |
Keyarch Acquisition Corporation [Member] | |
COMMITMENTS AND CONTINGENCIES | Note 6 – Commitments and Contingencies COMMITMENTS AND CONTINGENCIES Risk and Uncertainties On October 7, 2023, an armed conflict began between Hamas and Israel. The hostilities in Palestine may impact Zooz and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain. Its principal concern is for the safety of the employees who are physically located in Israel. For so long as the hostilities continue in Israel, it might become more difficult for Zooz to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Registration Rights The holders of Founder Shares, Private Placement Units and Units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A ordinary shares) pursuant to a registration rights agreement signed on January 24, 2022. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters had a 45-day option beginning January 24, 2022, to purchase up to an additional 1,500,000 1,500,000 10.00 On January 27, 2022, the Company paid a fixed underwriting discount of $ 2,000,000 300,000 In connection with the Closing, ZOOZ, the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), entered into the Assignment, Assumption and Amendment to Public Warrant Agreement, dated as of April 4, 2024, which amends that certain Public Warrant Agreement, dated as of January 24, 2022 (“Public Warrant Agreement”), and filed with the Securities and Exchange Commission (“SEC”) on January 27, 2022. Separately, ZOOZ, the Company, and the Warrant Agent entered into the Assignment, Assumption and Amendment to Private Warrant Agreement (the “Private Warrant Amendment” and, together with the Public Warrant Amendment, the “Warrant Amendments”), dated as of April 4, 2024, which amends that certain Private Warrant Agreement, dated as of January 24, 2022 (“Private Warrant Agreement”), and filed with the SEC on January 27, 2022. Pursuant to the Warrant Amendments: (i) ZOOZ has assumed the obligations of the Company under the original Public Warrant Agreement and Private Warrant Agreement, and, among other things, ZOOZ has been added as a party thereto, and (ii) all references to the Company ordinary shares in the original Public Warrant Agreement and Private Warrant Agreement shall mean ZOOZ ordinary shares and all references to “Shareholders” shall mean ZOOZ shareholders. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial Business Combination in an amount equal to $ 1,500,000 660,000 840,000 90 In addition to the Company’s obligation to deliver the Escrowed Shares to EarlyBirdCapital, the terms of the Amendment to BCMA also include registration rights obligations to EarlyBirdCapital with respect to the Escrowed Shares that may be transferred to it in accordance with the terms of the Amendment to BCMA and other specified obligations. In connection with the BCM Agreement Amendment, the sponsor, the Company and EBC entered into Amendment No. 2 to the Sponsor Letter Agreement, dated as of April 4, 2024, in order to provide for transfer of the Escrowed Shares. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Subsidiary or Equity Method Investee [Line Items] | |
EQUITY | Note 11 - EQUITY In March 2024, the Company’s general meeting of shareholders approved a reverse split of shares on a conversion ratio of 11.4372 Each holder of the Company’s ordinary shares, par value NIS 0.00286 In February 2021, the Company converted 467,571 1,565,000 18,881,400 1,650,875 In February 2021, the Company’s general meeting of shareholders approved the split of all classes in its issued and paid-up share capital into ordinary shares. Additionally, the general meeting approved a split of shares on a 40:1 ratio. On February 18, 2021, the Company signed a binding memorandum with Arko shortly before obtaining permission to issue a complementary prospectus ahead of an initial public offering (IPO) of the Company on the Tel Aviv Stock Exchange (“TASE”), granting 26,230 the Company, exercisable for a price per share at 120% of a the share price that would be determined at the IPO and for a period of five years 269 In March 2021, the Company completed an IPO of its securities on the TASE and issued to the public 33,754 29.7 92.9 44.6 139.5 8.4 27.4 0.6 1.9 In March 2022, the Company completed a financing round through a private placement and a public offering. As part of the public offering, the Company issued 352,276 8.74 5.68 9.1 42,735 8.74 29 96 1.7 5.7 0.5 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Keyarch Acquisition Corporation [Member] | |
Subsidiary or Equity Method Investee [Line Items] | |
EQUITY | Note 7 – Shareholder’s Equity EQUITY Preferred shares 1,000,000 no Ordinary Shares Class A Ordinary Shares - 180,000,000 0.0001 3,619,999 745,000 2,377,318 11,500,000 Class B Ordinary Shares - 20,000,000 0.0001 1 2,875,000 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. On July 20, 2023, the Company’s shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to provide for the right of a holder of the Class B ordinary shares to convert such shares into Class A ordinary shares on a one-for-one basis at any time prior to the closing of a Business Combination at the option of such holder. On August 14, 2023, the Company issued an aggregate of 2,874,999 0.0001 0.0001 2,874,999 5,997,317 one 56.1 Warrants Each whole warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 five years In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $ 9.20 60 9.20 18.00 180 The Company may redeem the warrants at a price of $ 0.01 18.00 |
SHARE BASED COMPENSATION
SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SHARE BASED COMPENSATION | Note 12 - SHARE BASED COMPENSATION The 2015 Incentive Compensation Plan (“2015 Plan”) In August 2015, the Board of Directors approved the Company’s option plan for employees and officers, which was submitted in June 2016 to the Israel income tax authorities as a plan administered by a trustee and treated for tax purposes as a capital gain pursuant to Section 102(b)(2). Options to non-employees and non-officers of the Company, in addition to controlling shareholders of the Company, are to be allocated under Section 3(i) of the Income Tax Ordinance. According to the 2015 Plan, the Company’s Board of Directors is permitted to grant employees, officers, directors, consultants and other senior service providers of the Company (as this term is defined by Section 102(a) to the Income Tax Ordinance unlisted options and warrants that are exercisable into shares of the Company. The 2015 Plan is managed by the Company’s Board of Directors, or by a committee authorized by the Board. All shares that will arise from exercising the unlisted options grants to employees, consultants and officers under the 2015 Plan would be fully paid up on their date of allocation and, beginning on the date the Company becomes public, would be registered in the name of the Company. The exercise price for each option or warrant is as determined by the Board of Directors, but provided that if the Board of Directors does not indicate otherwise, the exercise price would be the fair market value of the Company’s share on the date of the decision to allocate. The vesting period, unless the Company’s Board of Directors determines otherwise in respect to any specific grantee is (1) 25% of options would vest after twelve consecutive months of services by the grantee since the date of grant; (2) 6.25% of options would vest after every three (3) additional months of consecutive service by the grantee, until 100% of the options vest, after four (4) years after grant date. Unless expired at an earlier date, the unexercised options would expire after ten years Equity classified awards In November 2021, the Company granted 78,621 74.8 In November 2021, the Company granted 13,989 65.6 In November 2021, the Company granted 13,989 65.6 In July 2022, the Company granted 82,187 21.6 In July 2022, the Company granted 17,486 26.8 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) In August 2022, the Company granted 52,460 26.8 In October 2022, the Company granted 26,230 26.8 In December 2022, the Company granted 13,989 17.4 In February 2023, the Company granted 13,115 17.7 In March 2023, the Company granted 39,782 15.9 In April 2023, the Company granted 90,275 3 33% 28.6 32.0 42.7 The grant of the options was made against the cancellation of 78,621 In April 2023, the Company granted 47,873 3 33% 28.6 32.0 42.7 In August 2023, the Company granted 49,400 12.1 The value of benefit is measured on the grant date by reference to the fair value of the granted equity instruments, as described above. The fair value is calculated using the Black and Scholes formula, with the following assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 2022 2021 Dividend yield 0% 0 0% Expected volatility 74% 76% 52% 76% 55% 75% Risk-free interest rate 3.3% 3.9% 2.4% 3.1% 0.75% 2% Expected term (years) 4 7 years 5 7 years 5 6 years Exercise price (USD) 3.32 11.78 4.92 7.55 5.15 21.16 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The following is summary information of equity classified options in 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Year ended December 31, 2023 Weighted average exercise price Weighted average remaining contractual life Aggregate Intrinsic Number USD Years Value Outstanding at beginning of year 298,955 8.46 9.4 - Expired (110,945 ) 16.81 - - Granted 240,447 5.60 9.3 - Outstanding at end of year 428,457 7.55 8.9 - Exercisable at end of year 64,291 9.15 8.2 - The weighted-average grant-date fair value of equity awards granted during the year was $ 1.73 The following is information regarding exercise prices and remaining contractual lives of outstanding options at December 31, 2023: SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS December 31, 2023 Outstanding Exercisable Number of options outstanding Exercise price (USD) Weighted average remaining contractual life Number of options Exercisable Exercise price (USD) Weighted average remaining contractual life 49,400 3.32 9.6 - - - 39,782 4.35 9.2 - - - 9,618 4.80 8.9 2,077 4.80 8.9 13,115 4.92 9.1 - - - 59,482 5.95 8.5 19,809 5.95 8.5 96,177 7.43 8.7 28,416 7.43 8.7 46,050 7.89 9.3 - - - 46,050 9.04 9.3 - - - 46,050 11.78 9.3 - - - 22,733 18.07 7.8 13,989 18.07 7.8 428,457 7.55 8.9 64,291 9.15 8.2 As of December 31, 2023, there is an unrecognized share-based compensation expense of $ 441 2.5 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Liability classified awards The options were classified as liabilities in accordance with ASC 718, as the exercise price is denominated in USD, that is not the Company’s functional currency and not the employees’ salary currency or the currency in which the Company is traded. Accordingly, the options are measured at fair value each reporting period, and changes in their fair value are recognized in the statements of operations. The fair value of the options as of December 31, 2023, was evaluated using the Black-Scholes Option Pricing Model. For the various scenarios modeled, volatility is based on companies in the industry by statistical analysis of a daily share pricing model. The risk-free interest rate assumption is based on observed interest rates appropriate for the period until the options expiration date. Following the merger in April 2024, as detailed in note 1, given that the currency of the market in which the Company’s equity securities are traded, these awards will be reclassified to equity. The table below sets forth a summary of changes in the fair value of the options: SCHEDULE OF CHANGES IN FAIR VALUE OF OPTIONS Number of options measured at fair value Fair value (U.S. Dollars in thousands) Balance at January 1, 2021 446,703 4,769 Effect of change in exchange rate 112 Changes in fair value - (1,276 ) Balance at December 31, 2021 446,703 3,605 Effect of change in exchange rate (315 ) Changes in fair value - (2,294 ) Balance at December 31, 2022 440,045 996 Effect of change in exchange rate (30 ) Changes in fair value - (734 ) Balance at December 31, 2023 405,714 232 As of December 31, 2023, 386,016 The following table summarizes assumptions used as of December 31, 2023, 2022 and 2021: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 2022 2021 Expected dividend 0% 0% 0% Expected volatility* 81.2% 90.9% 79.6% 95.7% 86.9% 95% Risk-free interest rate 4.97% 5.35% 4.68% 5.27% 1.18% 1.87% Expected life 2 4 1.5 5 2 5.9 Exercise price (USD) 4.57 15.67 4.57 15.67 4.57 15.67 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The following is summary information about liability classified options in 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Year ended December 31, 2023 Weighted Weighted Aggregate Number USD years Value Outstanding at beginning of year 440,045 8.46 6.3 - Expired (34,331 ) 7.66 - - Outstanding at end of year 405,714 9.72 6.2 - Exercisable at end of year 386,016 10.52 6.1 - The following is information regarding exercise prices and remaining contractual lives of outstanding options at December 31, 2023: SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS December 31, 2023 outstanding Exercisable Number of Exercise price Weighted Number of Exercise price Weighted 78,110 7.55 4.1 78,110 7.55 4.1 239,009 7.78 6.8 239,009 7.78 6.8 78,795 15.67 6.9 59,097 15.67 6.9 9,800 25.62 0.4 78,110 25.62 0.4 405,714 9.72 6.2 386,016 10.52 6.1 As of December 31, 2023, there is an unrecognized share-based compensation expense of $ 1 0.9 The table below presents the expense (income) recognized in the financial statements of the Company in respect to share-based payment: SCHEDULE OF EXPENSE (INCOME) RECOGNIZED IN CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31 2022 2021 Equity Liability Total Equity Liability Total Research and development expenses (income) 206 (1,426 ) (1,220 ) 7 (1,297 ) (1,290 ) Sales and marketing expenses (income) 59 (546 ) (487 ) 269 (459 ) (190 ) General and Administrative expenses (income) 278 (322 ) (44 ) 70 95 165 543 (2,294 ) (1,751 ) 346 (1,661 ) (1,315 ) ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Year ended December 31 2023 Equity classified Liability Total Research and development expenses (income) 98 (440 ) (342 ) Sales and marketing expenses (income) 111 (171 ) (60 ) General and Administrative expenses (income) 294 (111 ) 183 503 (722 ) (219 ) |
TAXES ON INCOME
TAXES ON INCOME | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
TAXES ON INCOME | Note 13 – TAXES ON INCOME Tax rates The Company is taxed under the laws of the State of Israel at a corporate tax rate of 23 Deferred Tax Assets The Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Deferred Tax assets: Net operating losses carryforward 8,053 5,882 Operating lease liabilities 309 362 Employee benefits 70 60 Inventory write off 291 - Research and development expenses 1,250 - Issuance costs 120 290 Total deferred tax assets 10,093 6,594 Less deferred tax liabilities (related to right of use assets) (301 ) (336 ) Deferred tax assets, net 9,792 6,258 Less valuation allowance for deferred tax assets (9,792 ) (6,258 ) Deferred tax assets - - December 31 2023 2022 U.S. dollars in thousands Valuation allowance at beginning of year (6,258 ) (4,739 ) Changes in valuation allowance (3,534 ) (1,519 ) Valuation allowance at end of year (9,792 ) (6,258 ) Deferred taxes were calculated using 23 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. Management currently believes that since the Company has a history of losses, it is more likely than not that the deferred tax assets regarding the loss carry-forward will not be realized in the foreseeable future and as a result the Company recorded a full valuation allowance. Carryforward losses Carryforward losses for tax purposes are NIS 127 35 90 26 Tax assessments As prescribed by law, the statute of limitations on taxpayer self-assessments is four years after the end of the tax year in which the assessment is filed. Accordingly, self-assessments filed by the Company until and including 2018 are considered final. |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTIES TRANSACTIONS | Note 14 - RELATED PARTIES TRANSACTIONS SCHEDULE OF RELATED PARTIES TRANSACTIONS 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Share based compensation expenses Research and development income, net (163 ) (529 ) (459 ) General and administrative expenses 76 19 399 25,000 |
Keyarch Acquisition Corporation [Member] | |
RELATED PARTIES TRANSACTIONS | Note 5 – Related Party Transactions RELATED PARTIES TRANSACTIONS Founder Shares On June 27, 2021, the Sponsor paid $ 25,000 2,875,000 0.0001 375,000 375,000 The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest to occur of: (A) 180 days after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. On August 14, 2023, the Company issued an aggregate of 2,874,999 three 2,874,999 5,997,317 one one 56.1 EBC Founder Shares On August 12, 2021, the Company issued to EarlyBirdCapital and/or its designees 200,000 0.0001 1,800 Pursuant to the Business Combination Agreement, the EBC Subscription Agreement and the Underwriting Agreement, the Company has issued one EBC Founder Shares, in book-entry form, in exchange for each outstanding Class A Share held by the entities that were issued pursuant to the EBC Subscription Agreement. The Company has issued 200,000 Related Party Loans and Due to Affiliate As of December 31, 2023 and 2022, the Company had $ 0 0 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On April 18, 2023, the Company issued the First Working Capital Loan Note in the principal amount of up to $ 250,000 On July 25, 2023, the Company issued the First Extension Note in the aggregate principal amount of up to $ 180,000 180,000 On July 25, 2023, the Company issued the Second Working Capital Loan Note in the principal amount of up to $ 1,000,000 On December 21, 2023, the Company issued the Third Working Capital Loan Note in the principal amount of up to $ 600,000 Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 10.00 As on December 31, 2023, and 2022, $ 2,030,000 0 In connection with the Closing, the Company, the sponsor and Zooz entered into the Sponsor Note Side Letter, dated as of April 4, 2024, pursuant to which (i) the Company agreed to pay in cash to the sponsor an aggregate amount equal to fifty percent (50%) of the remaining funds in the trust account as of the Closing, after giving effect to the payment of redemptions by the Company’s public shareholders, in excess of 2,000,000 1,180,000 2,030,000 2,030,000 Administrative Services The Company agreed to pay the Sponsor a fee of approximately $ 10,000 120,000 110,000 Pursuant to business combination as on April 4, 2024, the agreement stands terminated and there is no further requirement relating to payment of $ 10,000 |
RESEARCH AND DEVELOPMENT EXPENS
RESEARCH AND DEVELOPMENT EXPENSES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
RESEARCH AND DEVELOPMENT EXPENSES, NET | NOTE 15 - RESEARCH AND DEVELOPMENT EXPENSES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES NET 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Payroll and related expenses 3,308 1,824 507 Subcontractors 697 1,212 625 Materials 388 945 301 Operating lease expenses 208 189 47 Depreciation 211 130 44 Maintenance 223 136 174 Other 298 86 14 Research and development expenses gross 5,333 4,522 1,712 Less – grants from governments and others (118 ) (359 ) (189 ) Research and development expenses, net 5,215 4,163 1,523 ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
FINANCE INCOME EXPENSES (EXPENS
FINANCE INCOME EXPENSES (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
FINANCE INCOME EXPENSES (EXPENSE), NET | NOTE 16 – FINANCE INCOME EXPENSES (EXPENSE), NET SCHEDULE OF FINANCE INCOME EXPENSES NET 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Interest on deposits 265 108 - Foreign exchange losses (gain), net 206 279 (34 ) Bank fees (15 ) (10 ) (9 ) Finance income (expenses), net 456 377 (43 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS 1. On March 2024, the Company signed with Dor-Alon a binding memorandum of understanding, according to which the companies will cooperate within a project (the “Project”) to upgrade the ultra-fast charging infrastructure of the ON network, at Dor-Alon stations on Route 6, using the company’s solution, which is based on the ZOOZTER™-100 Power Booster (the “System”) and the Company’s charging management software. The purpose of the project is to enable the addition of ultra-fast charging ports, despite the limitation of the electricity grid, at the charging sites at the Dor-Alon stations on Route 6, as described below. As part of the project, in cooperation with Dor Alon and Afcon Electric Transportation, the charging infrastructure will be upgraded at two Dor Alon stations, on Route 6 - Magal station (east side) and Naan station (west side) - while installing two ZOOZTER™-100 systems (one system at each station), and adding charging ports based on ultra-fast chargers, which allow charging with a power of up to 150 kilowatts. The upgrade of the charging infrastructure is expected to enable a significant improvement in the experience of EV drivers, who travel on Route 6 (being a major transportation corridor in Israel) and look for charging services at these sites. In the first months of operation, of the ZOOZTER™-100 systems at the Route 6 sites, will be used to test their ability to allow the addition of charging ports while managing charging at a large number of charging ports (this is different from the outline of the pilot carried out during 2023 at the Dor-Alon station “Mall-Zikhron”). To the extent that the company’s solution is proven to allow the addition of the aforementioned charging ports, the systems will be purchased by Dor-Alon, under conditions agreed upon between the parties. 2. As for the completion of the Merger transaction see Note 1 |
Keyarch Acquisition Corporation [Member] | |
SUBSEQUENT EVENTS | Note 9 – Subsequent Events SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 7, 2024, which was the date these financial statements were available for issuance and determined that there were no significant unrecognized events through that date other than those given below. On January 19, 2024, the Company held an EGM, at which the Company’s shareholders approved the Second Charter Amendment to give the Board the right to extend, on a month-to-month basis, the date by which the Company must consummate a Business Combination from January 27, 2024 to July 27, 2024. Further, the holders of 337,446 10.91 3,682,927.61 2,039,872 On January 25, 2024, the Company issued a promissory note (the “Second Extension Note”) in the aggregate principal amount of up to $ 150,000 150,000 The Payee has deposited an aggregate of $ 25,000 25,000 25,000 On February 9, 2024, the Company, Zooz and the Sponsor, entered into that certain Amendment No. 1 to Business Combination Agreement (the “BCA Amendment”). The BCA Amendment amends certain provisions of that certain Business Combination Agreement which provides that following the Closing of the Business Combination, up to an additional 4,000,000 0.00025 10 15 On February 11, 2024, Zooz provided information regarding the proposed Business Combination in an information filing and press release (the “Release”), which it filed with the Tel Aviv Stock Exchange (the “TASE”). 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 also discussed commitments received from a number of investors for an aggregate investment of up to $ 13 On March 8, 2023, the Company, Zooz, and the Sponsor, entered into that certain Amendment No. 2 to Business Combination Agreement (the “Second BCA Amendment”). The Second BCA Amendment revises the earnout provisions to provide that the rights entitling the Pre-Closing Zooz Shareholders to receive the earnout will be exercised automatically unless Zooz determines that it is advisable and in the best interests of Zooz for tax withholding purposes that the election to exercise should be at the option of the Pre-Closing Zooz Shareholder holding such right. On March 15, 2024, the Company, Zooz and the Sponsor entered into that certain Amendment No. 3 to Business Combination Agreement (the “Third BCA Amendment”). The Third BCA Amendment amends the events for achievement of the earnout consideration to specify that such occur only upon achievement of certain share price targets for Zooz Ordinary Shares following the Closing. The Third BCA Amendment removes earnout milestones, for achievement of the earnout consideration, relating to any revenue events. On March 19, 2024, the Company and Zooz issued a press release announcing the registration statement on Form F-4 filed by Zooz relating to their Proposed Business Combination was declared effective by the SEC on March 18, 2024. On March 27, 2024, the Company held its extraordinary general meeting of shareholders in connection with its previously announced business combination with ZOOZ Power Ltd. At the EGM, the Company’s shareholders voted on the proposals set forth in the definitive proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (“SEC”) on March 19, 2024. At the EGM, each of the proposals in the Proxy Statement to be voted upon at the EGM and presented to the Company’s shareholders was approved by the shareholders. In connection with the Business Combination, the Company also announced that it has agreed to extend the deadline for the Company’s shareholders to withdraw or revoke their previously submitted requests for redemption of publicly held ordinary shares of the Company in connection with the Business Combination, as described in the Proxy Statement, until the deadline of the earlier to occur of (1) 5:00 p.m. Eastern Time, on Tuesday, April 2, 2024, or (2) the consummation of the Business Combination, by requesting the Company’s transfer agent, Continental Stock Transfer & Trust Company, to return such shares. Once such withdrawal or revocation of a previously submitted request for redemption is made, it will be irrevocable, and such shares may no longer be submitted for redemption. On March 31, 2024, ZOOZ filed certain current reports with the Tel Aviv Stock Exchange (“TASE”) pursuant to requirements of the TASE (1) relating to specified company and financial information for ZOOZ as of and for December 31, 2023. On April 4, 2024 (the “Closing Date”), the Company and ZOOZ Power Ltd. consummated 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 the Company, ZOOZ, ZOOZ Power Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of ZOOZ (“Merger Sub”), Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), in the capacity as representative of specified shareholders of the Company 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, the Company became a direct, wholly owned subsidiary of ZOOZ due to reverse merger effect as the Zooz shareholders will hold greater than 50% of the voting shares of the combined entity (i.e., will control the surviving company), will appoint the majority of directors who will continue in the surviving company post-merger. Additionally, the ongoing operations of surviving company will be completely those of Zooz Power Ltd. In connection to the Closing of the Business Combination, ZOOZ’s ordinary shares and public warrants began trading on the Nasdaq Capital Market under the ticker symbols “ZOOZ” and “ZOOZW”, respectively, on April 5, 2024. In connection with the Closing, the Company, ZOOZ and EBC agreed to amend the BCM Agreement. Pursuant to the BCM Agreement Amendment, the Company agreed to pay EBC a fee equal to $ 1,500,000 660,000 840,000 In connection with the Closing, ZOOZ, the Company and Continental, as warrant agent (the “Warrant Agent”) entered into the Assignment, Assumption and Amendment to Public Warrant Agreement (the “Public Warrant Amendment”), which amends that certain Public Warrant Agreement, dated as of January 24, 2022 (“Public Warrant Agreement”), and filed with the SEC on January 27, 2022. Separately, ZOOZ, the Company, and the Warrant Agent entered into the Assignment, Assumption and Amendment to Private Warrant Agreement (the “Private Warrant Amendment”) (collectively, “Warrant Amendments”), which amends that certain Private Warrant Agreement, dated as of January 24, 2022 (“Private Warrant Agreement”), and filed with the SEC on January 27, 2022. Pursuant to the Warrant Amendments: (i) ZOOZ assumed the obligations of the Company under the original Public Warrant Agreement and Private Warrant Agreement, and, among other things, ZOOZ was added as a party thereto and (ii) all references to the Company’s ordinary shares in the Warrant Agreement shall mean ZOOZ ordinary shares and all references to “Shareholders” shall mean ZOOZ shareholders. In connection with the EGM related to business combination held as on March 27, 2024, the public shareholders of the Company had the right to elect to redeem all or a portion of their ordinary shares of the Company (“Public Shares”) for a per-share price calculated in accordance with the amended and restated memorandum and articles of association of the Company, as amended. As of the Closing, 2,010,480 On April 4, 2024, in connection with the consummation of the Business Combination, the Company 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 the Company’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 the Company’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. On April 15. 2024, the Company filed a Form 15 with the SEC in order to complete the deregistration of the Company’s securities under the Exchange Act. In connection with the consummation of the Business Combination, each of Kai Xiong, Jing Lu, Mark Taborsky, Doug Rothschild and Mei Han ceased to be directors and/or officers of the Company. On April 15, 2024, following the consummation of the Business Combination, Fang Zheng was appointed to serve as the sole director of the Company and Christine Y. Zhao, Sanqiang (Larry) Wang, Fang Zheng and Naama Zeldis were each appointed to serve as a director of ZOOZ. In connection with the consummation of the Business Combination, at the effective time of the Business Combination, the Company adopted the second amended and restated memorandum and articles of association, which is substantially in the form as described in the Proxy Statement, in accordance with the Company becoming a wholly owned subsidiary of ZOOZ in connection with the Business Combination. |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATION | 12 Months Ended |
Dec. 31, 2023 | |
Keyarch Acquisition Corporation [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
ORGANIZATION AND BUSINESS OPERATION | Note 1 – Organization and Business Operation ORGANIZATION AND BUSINESS OPERATION The Company was incorporated in Cayman Islands on April 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on global disruptive technology and innovative services companies. However, the Company’s Amended and Restated Memorandum and Articles of Association, as amended (the “Amended and Restated Memorandum and Articles of Association”) provides that it shall not undertake its initial Business Combination with any entity that is based in, located in or with its principal business operations in China (including Hong Kong and Macau). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As on December 31, 2023, the Company had not commenced any operations. All activity for the period from April 23, 2021 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (“IPO”) described below, and following the IPO, the search for a target to consummate a Business Combination, and activities in connection with the proposed Business Combination with Zooz (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Keyarch Global Sponsor Limited, a Cayman Islands limited liability company (the “Sponsor”). As on April 4, 2024, the Company have entered into a combination with ZOOZ Power Ltd pursuant to a business combination agreement Pursuant to the Closing, the Company became a direct, wholly owned subsidiary of ZOOZ Power Ltd. Financing The registration statement for the Company’s IPO was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the IPO of 10,000,000 10.00 100,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 500,000 450,000 50,000 10.00 5,000,000 On February 8, 2022, the underwriters purchased an additional 1,500,000 10.00 15,000,000 45,000 40,500 4,500 10.00 450,000 Offering costs amounted to $ 3,471,734 2,300,000 1,171,734 131,420 As on December 31, 2023, cash of $ 445,468 Trust Account Following the closing of the IPO and the sale of over-allotment Units, an aggregate of $ 116,150,000 10.10 During the year ended December 31, 2023, holders of 9,122,682 10.50 95,826,230 2,377,318 On January 19, 2024, the holders of 337,446 10.91 3,682,928 2,039,872 In connection with the EGM related to business combination held as on March 27, 2024, the public shareholders of the Company had the right to elect to redeem all or a portion of their ordinary shares of the Company (“Public Shares”) for a per-share price calculated in accordance with the amended and restated memorandum and articles of association of the Company, as amended. As of the Closing, 2,010,480 Extensions On July 25, 2023, the Company’s shareholders approved an extension of the date by which the Company must consummate an initial Business Combination (such date, the “Termination Date”) from July 27, 2023 (the “Original Termination Date”) to October 27, 2023 and to allow the Company’s board of directors, without another shareholder vote, to elect to further extend the Termination Date on a monthly basis up to three (3) times until January 27, 2024, or for a total of up to six (6) months after the Original Termination Date or such earlier date as determined by the Company’s board of directors (the “First Extension”). On July 25, 2023, the Company issued a promissory note (the “First Extension Note”) in the aggregate principal amount of up to $ 180,000 180,000 On July 25, 2023, the Sponsor deposited an aggregate of $ 90,000 30,000 90,000 On January 19, 2024, the Company held an extraordinary general meeting of shareholders (the “EGM”). At the EGM, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Second Charter Amendment”) to give the Board the right to extend, on a month-to-month basis, the date by which the Company must consummate a Business Combination from January 27, 2024 to July 27, 2024. Further, the Sponsor agreed to deposit an aggregate of $ 25,000 25,000 The Company must complete one or more initial Business Combinations by July 27, 2024 or such earlier date as determined by the Company’s board of directors (the “Combination Period”), with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the definitive agreement for the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50 The Company will provide the holders of its outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the cash fee payable to EarlyBirdCapital for services performed in connection with the initial Business Combination (as discussed in Note 6). If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the IPO in favour of a Business Combination. At an extraordinary general meeting held as on March 27, 2024, the Company’s shareholders by means of resolution approved the amended and restated articles of association to remove (a) the limitation that the Company shall not redeem or repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than $ 5,000,001 Subsequent to the consummation of the IPO, the Company adopted an insider trading policy which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 Liquidation On April 4, 2024, the Company entered into a combination with ZOOZ Power Ltd pursuant to a business combination agreement. Since the business combination has become effective subsequent to year end there would be no liquidation impact on the Company. However, certain liquidation terms existed in the event the business combination was unable to be completed, in which case, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption would completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Going Concern and Management Liquidity Plans As of December 31, 2023, and 2022, the Company had cash of $ 445,468 115,171 3,861,502 116,657 30,000 On July 20, 2023, in connection with the First Extension, the holders of 9,122,682 10.50 95,826,230 2,377,318 On July 25, 2023, the Company issued the First Extension Note in the aggregate principal amount of up to $ 180,000 180,000 On July 25, 2023, the Sponsor deposited an aggregate of $ 90,000 30,000 On July 25, 2023, the Company issued a second promissory note (the “Second Working Capital Loan Note”) in the principal amount of up to $ 1,000,000 On December 21, 2023, the Company issued a promissory note (the “Third Working Capital Loan Note”) in the principal amount of up to $ 600,000 During the quarter ended December 31, 2023, the Sponsor deposited an aggregate of $ 90,000 On January 19, 2024, the Company held an EGM, at which, the Company’s shareholders approved the Second Charter Amendment to give the Board the right to extend, on a month-to-month basis, the date by which the Company must consummate a Business Combination from January 27, 2024 to July 27, 2024 (the “Second Extension”). On January 19, 2024, in connection with the Second Extension, the holders of 337,446 10.91 3,682,928 2,039,872 Further, the Sponsor agreed to deposit an aggregate of $ 25,000 25,000 On April 4, 2024, pursuant to the business combination, the Company loses the status of a special purpose acquisition company and became a wholly owned subsidiary of ZOOZ Power Ltd. The Company held the status as a special purpose acquisition company and limited life entity until the effectiveness of business combination. In connection with the EGM related to business combination held as on March 27, 2024, the public shareholders of the Company had the right to elect to redeem all or a portion of their ordinary shares of the Company (“Public Shares”) for a per-share price calculated in accordance with the amended and restated memorandum and articles of association of the Company, as amended. As of the Closing, 2,010,480 As of May 7, 2024, the company had settled off its outstanding using its resources through bank & trust accounts and the proceeds from PIPE investment. Further, there is no risk of liquidation as the business combination has taken place. Upon the closing of the business combination, the Company became a direct wholly owned subsidiary of ZOOZ Power Ltd. However, ZOOZ Power Ltd is an early-stage company with a history of losses. ZOOZ’s ability to continue as a going concern will depend on its ability to generate sufficient revenue and/or depend on ZOOZ’s ability to raise capital that will allow it to continue operating until it generates sufficient revenue. In the past ZOOZ Power Ltd has incurred losses and had an accumulated deficit. The company cannot be said to have a favourable liquid position considering it is sustaining its operations through fundings by way of debt or equity. Also, there is no certainty whether ZOOZ would to be able to successfully raise funding from investors so as to run its operations. Further, it also raises doubt over the sustainability of the Company for the period over which it will operate and is entirely dependent upon ZOOZ discretion whether or not to continue to fund Company’s operations regardless of ZOOZ’s liquidity position. Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs in one year from this filing. These factors, among others, do raise substantial doubt about the Company’s ability to continue as a going concern. Business Combination On July 30, 2023, the Company entered into a Business Combination Agreement (as the same may be amended, supplemented and/or restated from time to time, the “Business Combination Agreement”) with Zooz Power Ltd., an Israeli company listed on the Tel Aviv Stock Exchange (“Zooz”), Zooz Power Cayman, a Cayman Islands exempted company and wholly owned subsidiary of Zooz (“Merger Sub”) and the Sponsor, in the capacity as representative of the shareholders of the Company as specified in the Business Combination Agreement. Pursuant to the Business Combination Agreement, at the closing (the “Closing”) of the transactions contemplated thereunder (collectively, the “Transactions”), and following the Recapitalization (as such term is defined and described below), (i) Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity in such merger and a wholly owned subsidiary of Zooz; (ii) the outstanding ordinary shares of the Company (including Class A ordinary shares and Class B ordinary shares) will be converted into ordinary shares of Zooz on a one-for-one basis; (iii) each outstanding Company warrant exercisable for one Company ordinary share will be converted into an equivalent warrant to purchase Zooz ordinary shares on a one-for-one basis; (iv) Zooz, as the sole shareholder of Merger Sub, will become the sole shareholder of the Company; and (v) the Amended and Restated Memorandum and Articles of Association of the Company shall be amended and restated in form and substance appropriate for a private entity to be mutually agreed by Zooz and the Company. Prior to the Closing, but subject to the completion of the Closing, Zooz will consummate a recapitalization of its outstanding equity securities (the “Recapitalization”), pursuant to which (i) each outstanding Zooz warrant (except for certain continuing warrants) will be exercised in accordance with their respective terms and (ii) each then-outstanding Zooz ordinary share will be converted into such number of Zooz ordinary shares as is determined by dividing $60,000,000 by $10.00 per share, which is in turn divided by the number of Zooz ordinary shares and specified Zooz continuing warrants and options, resulting in the Zooz ordinary shares valued at $10.00 per share having a total value of $60,000,000, on a fully-diluted basis. In addition, as a result of the Recapitalization, each Zooz continuing warrant and each Zooz option to purchase Zooz ordinary shares which has not been exercised prior to the Recapitalization will be adjusted to reflect the foregoing applicable conversion ratio. The Business Combination Agreement does not provide for any purchase price adjustments. Up to an additional 4,000,000 The Earnout Rights will be automatically (unless Zooz determines otherwise) converted into Zooz ordinary shares on a one-for-one basis (with the number of rights being subject to adjustment based on share splits, reorganizations and similar occurrences. Twenty-Five percent (25%) of the Earnout Shares will be issuable if, during such five-year period, the volume-weighted average price (“VWAP”) of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $12. Thirty-Five percent (35%) of the Earnout Shares will be issuable if the VWAP of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $16. The remaining 40% of the Earnout Shares will be issuable if the VWAP of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $23. For additional information regarding the Transactions, the Business Combination Agreement and Zooz, see the Current Reports on Form 8-K filed by the Company with the SEC on July 31, 2023, August 3, 2023, November 26, 2023, with further amendment filed as on March 15, 2024. On April 4, 2024 (the “Closing Date”), the Company and ZOOZ Power Ltd. consummated 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 the Company, ZOOZ, ZOOZ Power Cayman, a Cayman Islands exempted company and a direct, wholly owned subsidiary of ZOOZ (“Merger Sub”), Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), in the capacity as representative of specified shareholders of the Company 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, the Company became a direct, wholly owned subsidiary of ZOOZ due to reverse merger effect as the Zooz shareholders will hold greater than 50% of the voting shares of the combined entity (i.e., will control the surviving company), will appoint the majority of directors who will continue in the surviving company post-merger. Additionally, the ongoing operations of surviving company will be completely those of Zooz Power Ltd. In connection to the Closing of the Business Combination, ZOOZ’s ordinary shares and public warrants began trading on the Nasdaq Capital Market under the ticker symbols “ZOOZ” and “ZOOZW”, respectively, on April 5, 2024. Risks and Uncertainties In the beginning of February 2022, the Russian Federation and Belarus commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, had instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy continue to remain indeterminable. On August 16, 2022, the Inflation Reduction Act (“IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 On October 7, 2023, an armed conflict began between Hamas and Israel. The hostilities in Palestine may impact Zooz and its operations in a number of different ways, which are yet to be fully assessed and are therefore uncertain. Its principal concern is for the safety of the employees who are physically located in Israel. For so long as the hostilities continue in Israel, it might become more difficult for Zooz to raise additional capital at the time when it needs to do so, or for financing to be available upon acceptable terms. All or any of these risks separately, or in combination could have a material adverse effect on our business, financial condition, results of operations, and cash flows. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
Keyarch Acquisition Corporation [Member] | |
INITIAL PUBLIC OFFERING | Note 3 – Initial Public Offering INITIAL PUBLIC OFFERING On January 27, 2022, the Company sold 10,000,000 10.00 11.50 On February 8, 2022, the underwriters purchased an additional 1,500,000 10.00 15,000,000 The warrants will become exercisable 30 days after the completion of the initial Business Combination and will expire five years |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Keyarch Acquisition Corporation [Member] | |
PRIVATE PLACEMENT | Note 4 – Private Placement PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 500,000 10.00 450,000 50,000 5,000,000 Each whole Private Placement Unit consisted of one Class A ordinary share, one-half of one warrant (the “Private Warrant”) and one right (the “Private Rights”). 45,000 40,500 4,500 10.00 450,000 On April 4, 2024, the Company entered into a combination with ZOOZ Power Ltd pursuant to a business combination agreement. Therefore, there is no requirement of redemption from the proceeds realized through sale of private placement units. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation | Basis of presentation of financial statements The financial statements of the Company have been prepared in conformity with United States generally accepted accounting principles (U.S. GAAP) |
Use of Estimates | Use of estimates in the preparation of financial statements The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these financial statements, the most significant estimates relate to inventory net realizable value and share-based compensation. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Functional and Presentation Currency | Functional and Presentation Currency The currency of the primary economic environment in which the operations of the Company are conducted is the New Israeli Shekel (“NIS”). Thus, the functional currency of the Company is the NIS. The Company’s presentation and reporting currency is the U.S dollar. Balances in non-NIS currencies are translated into NIS using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-NIS transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions - exchange rates at transaction dates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) - historical exchange rates. Currency transaction gains and losses are presented in finance income or expenses, as appropriate. The financial statements are translated into the reporting currency, the U.S dollar, using the current rate method - equity accounts are translated using historical exchanges rates, while all other balance sheet accounts are translated using the exchanges rates in effect at the balance sheet date. Statement of operations amounts have been translated using the average exchange rate for the year, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, The resulting translation adjustments are reported as a component of shareholders’ equity in accumulated other comprehensive income (loss). Exchange rates of NIS to U.S dollar as of December 31, 2023 and 2022 are 3.63 3.52 |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that are developed using market data, such as publicly available information about actual events or transactions, and that reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data are not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy is categorized into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2 inputs include inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of other current assets, account payables and other payables and accrued expenses approximate fair value because of their generally short maturities. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Restricted long-term bank deposits | Restricted long-term bank deposits Restricted long-term bank deposits are deposits with a maturity of more than one year. The bank deposits are used as a security for the Company’s lease agreements. Long-term bank deposits are denominated in NIS. The interest on the Company’s deposits is insignificant. As of December 31, 2023 and 2022, the Company had a lien on the Company’s bank deposits in respect of bank guarantees granted in order to secure its lease agreements. The fair value of bank deposits approximates the carrying value since they bear interest at rates close to the prevailing market rates. |
Concentration of Credit Risk | Concentration of credit risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, restricted long-term deposits and other receivables. All the Company’s cash and restricted long-term bank deposits are invested in banks within Israel. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying balance sheets exceed federally insured limits. The Company places its cash and deposits with financial institutions for which management believes there is limited credit loss exposure with respect to the investments. |
Inventory | Inventory Inventory consists of raw materials, work in process and finished products. Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving and obsolescent items. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Once written-down, a new lower cost basis for that inventory is established . Cost of inventories is assigned as follows: Raw materials - at cost of purchase represents the first in, first out method. Work in process - on the basis of direct manufacturing costs with the addition of allocable indirect manufacturing costs. Finished products - based on average costs of materials, contracting and manufacturing costs. |
Property and equipment | Property and equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATES % Computers and peripherals 33 Office furniture and equipment 7 Machines and electronic devices 15 33 Energy storage systems 20 Leasehold improvements 21 26 Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. The Company’s property and equipment include, among other things, energy storage systems that were manufactured by the Company and transferred to a third party free of charge for the purpose of a marketing pilot. At the end of a period agreed between the parties, the systems will be returned to the Company. Grants that relate to assets are presented in the statement of financial position by deducting the grant in order to arrive at the book value of the asset. The grant is recognized in profit or loss over the life of a depreciable asset through the imputation of reduced depreciation. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Impairment of long-lived assets | Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize an impairment loss on its long-lived assets. |
Net Profit/(Loss) Per Share | Basic and diluted net loss per share The Company’s basic net loss per share is calculated by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. All share options, warrants and preferred shares were excluded from the calculation of diluted net loss per ordinary share because their effect would have been anti-dilutive for the years presented. The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, a net loss for the periods presented was not allocated to the Company’s participating securities. For the year ended December 31, 2023, the Company had 834,172 39,710 711,539 39,710 |
Collaborative arrangements | Collaborative arrangements The Company entered into collaborative arrangements with partners that fall under the scope of Topic 808, “Collaborative Arrangements” (“ASC 808”). While these arrangements are in the scope of ASC 808, the Company may analogize to ASC 606 for some aspects of the arrangements. The terms of the Company’s collaborative arrangements typically include reimbursements or cost-sharing of research and development expenses. Each of these payments results in an offset against research and development expenses. Under certain collaborative arrangements, the Company has been reimbursed for a portion of its research and development expenses or participates in the cost-sharing of such research and development expenses. Such reimbursements and cost-sharing arrangements have been reflected as a reduction of research and development expense in the Company’s statements of operations, as the Company does not consider performing research and development services for reimbursement to be a part of its ongoing major or central operations. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Revenues | Revenues The Company generates revenues from the sale of energy storage system for supporting fast chargers for electric vehicles, based on kinetic storage using flywheels. The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the entity performs the following five steps: 1. Identify the contract(s) with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to the performance obligations in the contract; 5. Recognize revenue when (or as) the performance obligation is satisfied. The Company accounts for a contract with customer when it has approval and commitment from both parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s contract includes one type of performance obligation, which is satisfied at a point in time. The Company recognizes revenue upon transfer of control of the system to the customer in an amount that reflects the consideration the Company expects to receive in exchange for the system. Transfer of control occurs generally upon the receipt of customer acceptance or once risk of loss has transferred to the customer. The acceptance received from customers include successful installation and commissioning test of the energy storage system. The Company does not provide a right of return. The Company provide to customers a limited warranty assurance that the systems are in compliance with the applicable specifications at the time of delivery. Under the standard terms and conditions of sale, liability for certain failures of product during the stated warranty periods are limited to repair or replacement of defective items. During the reporting period the Company delivered to its client and installed in the client’s site located in Germany two energy storage systems. The Company recognized the revenues related to these two systems during the reporting period, after receiving the acceptance certificate for the systems. The Company’s trade receivable balances are driven by sale of energy storage systems. Credit is granted based on evaluation of a customer’s financial condition and generally, collateral is not required. Trade receivable balances are stated at amounts due from customers net of a provision for current expected losses. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Trade receivables are reduced by an allowance for current expected losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. As of December 31, 2023, the Company has collected all trade receivable balances. |
Research and development, net | Research and development, net Research and development costs are expensed to the statement of operations as incurred, net of government grants which represents participations in research and development. Research and development expenses include costs directly attributable to the conduct of research and development programs, including payroll costs, lab expenses, materials, consumables, and consulting fees. All costs associated with research and development are expensed as incurred. The Company receives royalty-bearing grants, which represents participation of the Israel Innovation Authority (hereafter “IIA”), other governmental institutions (the Ministry of Economy and the Ministry of Energy) and the BIRD Foundation (“BIRD”) in approved programs for research and development. At the time the grants were received, successful development of the related projects was not assured. Grants are recognized as a reduction of research and development expenses as the related costs are incurred. For more information see note 16a. |
Sales and marketing | Sales and marketing The Company receives royalty-bearing grants, which represents participation of the New York Power Authority (hereafter “NYPA”) in approved programs for sales and marketing. These grants are recognized as a reduction of sales and marketing expenses as the related costs are incurred. |
Income Taxes | Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, if it is more likely than not that a portion or all the deferred tax assets will not be realized. ASC 740-10, “Income Taxes” (“ASC 740-10”) clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. |
Share-based compensation | Share-based compensation The Company accounts for options granted to employees under the fair value recognition provision of ASC 718 “stock compensation”. The Company measures all share-based awards, based on their estimated fair value on the grant date. The Company’s employees and directors share-based payment awards are classified as equity awards, except for awards as described below. The grant date fair value of these share-based payment transactions is recognized as an expense over the requisite service period using an accelerated method, net of estimated forfeitures. The Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule based on the multiple-option award approach. The Company accounts for its equity classified share-based payment awards to its advisors in a similar manner. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option- pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company uses an average historical stock price volatility based on a combined weighted average of the Company’s historical average volatility and that of a selected peer group of comparable public companies within the industry that were deemed to be representative of future stock price trends as the Company does not have a sufficient historical trading history of its own Common Stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero. Liability classified share-based options Some of the Company’s share-based awards have an exercise price denominated in USD, which is not the Company’s functional currency and not the employees’ salary currency or the currency in which the employees are paid. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of these awards is described in Note 12. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense in the statement of operations. Compensation expense reflects estimates of the number of awards expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Severance pay | Severance pay Under Israeli law, the Company is required to pay a severance payment to its employees in Israel upon dismissal of an employee or upon termination of employment in certain other circumstances. The Company makes ongoing deposits into its Israeli employee pension plans to fund their severance liabilities. For its employees who are employed under the Section 14 of the Severance Pay Law, 1963 (“Section 14”), the Company makes deposits with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s rights upon termination. In addition, the related obligations and amounts deposited on behalf of the applicable employees for such obligations are not presented on the Company’s balance sheets, as the amounts funded are not under the control of management and the Company is legally released from the obligation to pay any severance payments to the employees once the required deposit amounts have been paid. For the years ended December 31, 2023, 2022 and 2021, severance pay expenses were $ 375 253 181 |
Comprehensive loss | Comprehensive loss The Company complies with ASC 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. The Company reports the financial impact of translating its financial statements from its functional currency to its reporting currency as a component of other comprehensive income (loss). |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases. All of the Company’s leases are classified as operating leases. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, the Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. Operating leases are included as operating lease right-of-use (“ROU”) assets and operating lease liabilities on the balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The Company elected the practical expedient to not separate lease and non-lease components for all of the Company leases, and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the statements of operations on a straight-line basis over the lease term. The Company subsequently measures the ROU asset at the present value of the remaining lease payments, adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term and any unamortized initial direct costs. Further, the Company recognizes lease expense on a straight-line basis over the lease term. The lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise or not exercise the option to renew or terminate the lease. ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) |
Contingent Liabilities | Contingent Liabilities Certain conditions may exist as of the date of the financial statements, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is recorded as accrued expenses in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material are disclosed. As of December 31, 2023, no contingent liabilities have been recognized. |
Recent Accounting Pronouncements | Accounting Pronouncements effective in future periods In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its financial statements. In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its financial statements. |
Keyarch Acquisition Corporation [Member] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of audited financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the audited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Profit/(Loss) Per Share | Net Profit/(Loss) Per Share The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net profit/(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed profit (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed profit (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed profit (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the Public Shareholders. As of December 31, 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net profit/(loss) per share presented in the statement of operations is based on the following: SCHEDULE OF PROFIT/(LOSS) PER SHARE December 31, December 31, Year ended Year ended December 31, December 31, Net (Loss)/Profit $ (465,904 ) $ 843,672 Income earned on investment held in Trust Account (3,656,444 ) (1,701,869 ) Accretion of carrying value to redemption value (150,000 ) (16,399,119 ) Decrease in carrying value of redeemable shares due to reversal of offering costs - 117,542 Net loss including accretion of equity into redemption value $ (4,272,348 ) $ (17,139,774 ) Year ended Year ended Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (2,884,775 ) $ (1,387,573 ) $ (12,822,390 ) $ (4,317,384 ) Income earned on investment held in Trust Account 3,656,444 — 1,701,869 — Accretion of carrying value to redemption value 150,000 — 16,399,119 — Decrease in carrying value of redeemable shares due to reversal of offering costs — — (117,542 ) — Allocation of net profit/(loss) 921,669 (1,387,573 ) 5,161,056 (4,317,384 ) Denominators: Weighted-average shares outstanding 7,526,010 3,620,000 10,631,507 3,579,699 Basic and diluted net profit/(loss) per share $ 0.12 $ (0.38 ) $ 0.49 $ (1.21 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart the Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in income earned on investment held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Operating cash flows include interest and dividend income receipts related to investments in other reporting entities or deposits with financial institutions (i.e., returns on investment). Interest income earned on Investments held in the Trust Account is fully reinvested into the Trust Account and therefore considered as an adjustment to reconcile net profit/(loss) to net cash used in operating activities in the Statements of Cash Flows. Such interest income reinvested will be used to redeem all or a portion of the Class A ordinary shares upon the completion of business combination. |
Offering Costs | Offering Costs Offering costs were $ 3,471,734 3,105,119 366,615 131,420 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 2,377,318 11,500,000 10.10 As on December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $ 117,542 (2,987,577 ) Redemption of Public Shares from cash held in trust account** (95,826,230 ) Plus: Accretion of carrying value to redemption value (net of decrease of $ 117,542 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) 5,358,313 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 150,000 Ordinary shares subject to possible redemption $ 25,832,083 * During the year ended December 31, 2022, the Company received a discount amounting to $ 131,420 117,542 ** On July 20, 2023, the holders of 9,122,682 10.50 95,826,230 2,377,318 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATES | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets at the following annual rates: SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATES % Computers and peripherals 33 Office furniture and equipment 7 Machines and electronic devices 15 33 Energy storage systems 20 Leasehold improvements 21 26 |
Keyarch Acquisition Corporation [Member] | |
SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION | As on December 31, 2023, the ordinary shares reflected in the balance sheet are reconciled in the following table: SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (9,257,500 ) Proceeds allocated to Public Warrants (2,886,500 ) Allocation of offering costs related to redeemable shares (net of allocation of offering cost amounting to $ 117,542 (2,987,577 ) Redemption of Public Shares from cash held in trust account** (95,826,230 ) Plus: Accretion of carrying value to redemption value (net of decrease of $ 117,542 16,281,577 Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in Trust Account) 5,358,313 Subsequent measurement of Class A ordinary shares subject to possible redemption (extension deposit) 150,000 Ordinary shares subject to possible redemption $ 25,832,083 * During the year ended December 31, 2022, the Company received a discount amounting to $ 131,420 117,542 ** On July 20, 2023, the holders of 9,122,682 10.50 95,826,230 2,377,318 |
SCHEDULE OF PROFIT/(LOSS) PER SHARE | The net profit/(loss) per share presented in the statement of operations is based on the following: SCHEDULE OF PROFIT/(LOSS) PER SHARE December 31, December 31, Year ended Year ended December 31, December 31, Net (Loss)/Profit $ (465,904 ) $ 843,672 Income earned on investment held in Trust Account (3,656,444 ) (1,701,869 ) Accretion of carrying value to redemption value (150,000 ) (16,399,119 ) Decrease in carrying value of redeemable shares due to reversal of offering costs - 117,542 Net loss including accretion of equity into redemption value $ (4,272,348 ) $ (17,139,774 ) Year ended Year ended Redeemable Non-Redeemable Redeemable Non-Redeemable Shares Shares Shares Shares Basic and diluted net profit/(loss) per share: Numerators: Allocation of net loss including accretion of temporary equity $ (2,884,775 ) $ (1,387,573 ) $ (12,822,390 ) $ (4,317,384 ) Income earned on investment held in Trust Account 3,656,444 — 1,701,869 — Accretion of carrying value to redemption value 150,000 — 16,399,119 — Decrease in carrying value of redeemable shares due to reversal of offering costs — — (117,542 ) — Allocation of net profit/(loss) 921,669 (1,387,573 ) 5,161,056 (4,317,384 ) Denominators: Weighted-average shares outstanding 7,526,010 3,620,000 10,631,507 3,579,699 Basic and diluted net profit/(loss) per share $ 0.12 $ (0.38 ) $ 0.49 $ (1.21 ) |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS As of December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 25,832,083 $ 25,832,083 $ — $ — |
Keyarch Acquisition Corporation [Member] | |
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS As of December 31, Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investment held in Trust Account $ 25,832,083 $ 25,832,083 $ — $ — |
CASH AND RESTRICTED CASH EQUI_2
CASH AND RESTRICTED CASH EQUIVALENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED DEPOSITS | The following table provides a reconciliation of cash and restricted deposits reported on the balance sheets that sum to the same total amount as shown in the statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED DEPOSITS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Cash 6,672 20,569 Restricted deposits (1) - 224 Total cash and restricted cash equivalent shown in the statement of cash flows 6,672 20,793 (1) As of December 31, 2022, the Company’s restricted deposits consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposits are presented at cost including accrued interest. These bank deposits are used as security for collateralizing the Company’s lease contracts. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Prepaid expenses 203 66 Institutions 117 216 Advances to suppliers 304 16 Other 128 299 Total 752 597 |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY 2023 2022 December 31 2023 2022 U.S. dollars in thousands Raw materials 955 558 Work in process 425 904 Finished goods 1,468 305 Total 2,848 1,767 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31 2023 2022 U.S. dollars in thousands Cost: Computers and peripheral equipment 254 115 Office furniture and equipment 170 163 Machines and equipment 652 550 Leasehold improvements 264 252 Energy storage systems 844 - Property plant and equipment gross 2,184 1,080 Accumulated depreciation: (591 ) (357 ) Depreciated cost 1,593 723 |
OTHER PAYABLES AND ACCRUED EX_2
OTHER PAYABLES AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF OTHER PAYABLES AND ACCRUED EXPENSES | SCHEDULE OF OTHER PAYABLES AND ACCRUED EXPENSES 2023 2022 December 31 2023 2022 U.S. dollars in thousands Accrued expenses 975 252 Grants in advance 268 90 Others 144 10 Other payables and accrued expenses 1,387 352 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
SCHEDULE OF OPERATING LEASE COST | SCHEDULE OF OPERATING LEASE COST 2023 2022 2021 December 31 2023 2022 2021 U.S. dollars in thousands Operating lease cost 781 760 209 Short term lease costs 18 14 - Total lease costs 799 774 209 |
SCHEDULE OF CASH FLOW AND OTHER INFORMATION RELATED TO OPERATING LEASES | Cash flow and other information related to operating leases were as follows: SCHEDULE OF CASH FLOW AND OTHER INFORMATION RELATED TO OPERATING LEASES 2023 2022 2021 December 31 2023 2022 2021 U.S. dollars in thousands Cash paid for amounts included in the measurement of lease liabilities 443 250 106 Right-of-use assets obtained in exchange for new operating lease liabilities 108 319 1,496 |
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES | Other information related to operating leases were as follows SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES December 31, 2023 2022 Weighted-average remaining lease term 3.9 4.7 Weighted-average discount rate 12.88 % 12.27 % |
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES | The table below presents value of lease liabilities of the company for the lease period (USD thousands): SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES December 31, 2024 415 2025 404 2026 390 2027 309 Total operating lease payments 1,518 Less: imputed interest (174 ) Present value of lease liabilities 1,344 |
SHARE BASED COMPENSATION (Table
SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS | The following is information regarding exercise prices and remaining contractual lives of outstanding options at December 31, 2023: SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS December 31, 2023 Outstanding Exercisable Number of options outstanding Exercise price (USD) Weighted average remaining contractual life Number of options Exercisable Exercise price (USD) Weighted average remaining contractual life 49,400 3.32 9.6 - - - 39,782 4.35 9.2 - - - 9,618 4.80 8.9 2,077 4.80 8.9 13,115 4.92 9.1 - - - 59,482 5.95 8.5 19,809 5.95 8.5 96,177 7.43 8.7 28,416 7.43 8.7 46,050 7.89 9.3 - - - 46,050 9.04 9.3 - - - 46,050 11.78 9.3 - - - 22,733 18.07 7.8 13,989 18.07 7.8 428,457 7.55 8.9 64,291 9.15 8.2 |
SCHEDULE OF CHANGES IN FAIR VALUE OF OPTIONS | The table below sets forth a summary of changes in the fair value of the options: SCHEDULE OF CHANGES IN FAIR VALUE OF OPTIONS Number of options measured at fair value Fair value (U.S. Dollars in thousands) Balance at January 1, 2021 446,703 4,769 Effect of change in exchange rate 112 Changes in fair value - (1,276 ) Balance at December 31, 2021 446,703 3,605 Effect of change in exchange rate (315 ) Changes in fair value - (2,294 ) Balance at December 31, 2022 440,045 996 Effect of change in exchange rate (30 ) Changes in fair value - (734 ) Balance at December 31, 2023 405,714 232 |
SCHEDULE OF EXPENSE (INCOME) RECOGNIZED IN CONSOLIDATED FINANCIAL STATEMENTS | The table below presents the expense (income) recognized in the financial statements of the Company in respect to share-based payment: SCHEDULE OF EXPENSE (INCOME) RECOGNIZED IN CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31 2022 2021 Equity Liability Total Equity Liability Total Research and development expenses (income) 206 (1,426 ) (1,220 ) 7 (1,297 ) (1,290 ) Sales and marketing expenses (income) 59 (546 ) (487 ) 269 (459 ) (190 ) General and Administrative expenses (income) 278 (322 ) (44 ) 70 95 165 543 (2,294 ) (1,751 ) 346 (1,661 ) (1,315 ) ZOOZ POWER LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) Year ended December 31 2023 Equity classified Liability Total Research and development expenses (income) 98 (440 ) (342 ) Sales and marketing expenses (income) 111 (171 ) (60 ) General and Administrative expenses (income) 294 (111 ) 183 503 (722 ) (219 ) |
Equity Classified Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 2022 2021 Dividend yield 0% 0 0% Expected volatility 74% 76% 52% 76% 55% 75% Risk-free interest rate 3.3% 3.9% 2.4% 3.1% 0.75% 2% Expected term (years) 4 7 years 5 7 years 5 6 years Exercise price (USD) 3.32 11.78 4.92 7.55 5.15 21.16 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following is summary information of equity classified options in 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Year ended December 31, 2023 Weighted average exercise price Weighted average remaining contractual life Aggregate Intrinsic Number USD Years Value Outstanding at beginning of year 298,955 8.46 9.4 - Expired (110,945 ) 16.81 - - Granted 240,447 5.60 9.3 - Outstanding at end of year 428,457 7.55 8.9 - Exercisable at end of year 64,291 9.15 8.2 - |
Liability Classified Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | The following table summarizes assumptions used as of December 31, 2023, 2022 and 2021: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 2022 2021 Expected dividend 0% 0% 0% Expected volatility* 81.2% 90.9% 79.6% 95.7% 86.9% 95% Risk-free interest rate 4.97% 5.35% 4.68% 5.27% 1.18% 1.87% Expected life 2 4 1.5 5 2 5.9 Exercise price (USD) 4.57 15.67 4.57 15.67 4.57 15.67 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | The following is summary information about liability classified options in 2023: SCHEDULE OF STOCK OPTIONS ACTIVITY Year ended December 31, 2023 Weighted Weighted Aggregate Number USD years Value Outstanding at beginning of year 440,045 8.46 6.3 - Expired (34,331 ) 7.66 - - Outstanding at end of year 405,714 9.72 6.2 - Exercisable at end of year 386,016 10.52 6.1 - |
SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS | The following is information regarding exercise prices and remaining contractual lives of outstanding options at December 31, 2023: SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS December 31, 2023 outstanding Exercisable Number of Exercise price Weighted Number of Exercise price Weighted 78,110 7.55 4.1 78,110 7.55 4.1 239,009 7.78 6.8 239,009 7.78 6.8 78,795 15.67 6.9 59,097 15.67 6.9 9,800 25.62 0.4 78,110 25.62 0.4 405,714 9.72 6.2 386,016 10.52 6.1 |
TAXES ON INCOME (Tables)
TAXES ON INCOME (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | The Company’s deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 December 31 2023 2022 U.S. dollars in thousands Deferred Tax assets: Net operating losses carryforward 8,053 5,882 Operating lease liabilities 309 362 Employee benefits 70 60 Inventory write off 291 - Research and development expenses 1,250 - Issuance costs 120 290 Total deferred tax assets 10,093 6,594 Less deferred tax liabilities (related to right of use assets) (301 ) (336 ) Deferred tax assets, net 9,792 6,258 Less valuation allowance for deferred tax assets (9,792 ) (6,258 ) Deferred tax assets - - December 31 2023 2022 U.S. dollars in thousands Valuation allowance at beginning of year (6,258 ) (4,739 ) Changes in valuation allowance (3,534 ) (1,519 ) Valuation allowance at end of year (9,792 ) (6,258 ) |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES TRANSACTIONS | SCHEDULE OF RELATED PARTIES TRANSACTIONS 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Share based compensation expenses Research and development income, net (163 ) (529 ) (459 ) General and administrative expenses 76 19 399 |
RESEARCH AND DEVELOPMENT EXPE_2
RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES NET | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES NET 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Payroll and related expenses 3,308 1,824 507 Subcontractors 697 1,212 625 Materials 388 945 301 Operating lease expenses 208 189 47 Depreciation 211 130 44 Maintenance 223 136 174 Other 298 86 14 Research and development expenses gross 5,333 4,522 1,712 Less – grants from governments and others (118 ) (359 ) (189 ) Research and development expenses, net 5,215 4,163 1,523 |
FINANCE INCOME EXPENSES (EXPE_2
FINANCE INCOME EXPENSES (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
SCHEDULE OF FINANCE INCOME EXPENSES NET | SCHEDULE OF FINANCE INCOME EXPENSES NET 2023 2022 2021 Year ended December 31 2023 2022 2021 U.S. dollars in thousands Interest on deposits 265 108 - Foreign exchange losses (gain), net 206 279 (34 ) Bank fees (15 ) (10 ) (9 ) Finance income (expenses), net 456 377 (43 ) |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Apr. 04, 2024 | Mar. 21, 2024 | Feb. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2024 | Jul. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Net loss | $ 11,755,000 | $ 7,825,000 | $ 4,581,000 | |||||
Net cash provided by used in operating activities | $ 12,232,000 | $ 10,547,000 | $ 6,085,000 | |||||
Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stockholders equity reverse stock split | the extraordinary general meeting of the Company’s shareholders approved a reverse share split of the Company’s ordinary Shares, effective as of March 25, 2024, at a conversion ratio of 11.43720665 | |||||||
Business Combination Agreement [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Payment for merger | $ 10,000,000 | |||||||
Business Combination Agreement [Member] | Keyarch Acquisition Corporation [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business combination contingent consideration arrangements description | The Company’s shareholders prior to the closing are entitled to additional contingent consideration of up to 4 million ordinary shares upon the Company’s achievement of the applicable earnout milestones (hereinafter - “the Earnout Rights”) (based on share price) as set forth in the Business Combination Agreement, in the form of non-tradable, non-assignable rights, that were issued by the Company pro rata to the Pre-Closing company Shareholders on April 4, 2024. The Earnout Rights may be converted into ZOOZ ordinary shares within 5 years from the lapse of the first quarter following the Closing Upon meeting the applicable milestones. | |||||||
Subscription Agreements [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of purchase of shares | 1,300,000 | |||||||
Share price | $ 10 | |||||||
Gross proceeds from purchase of shares | $ 13,000,000 | |||||||
Business Combination Agreements [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Exercise price of warrants | $ 1.18961 | |||||||
Keyarch Acquisition Corporation [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Equity method investment ownership percentage | 100% |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT ANNUAL RATES (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 33% |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 7% |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 15% |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 33% |
Energy Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 20% |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 21% |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, annual rates | 26% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Jul. 20, 2023 $ / shares | ||
Exchange rate | 3.63 | 3.52 | |||
Severance pay expenses | $ 375,000 | $ 253,000 | $ 181,000 | ||
Shareholder equity | [1] | 9,190,000 | 21,261,000 | ||
Keyarch Acquisition Corporation [Member] | |||||
Offering cost | 3,471,734 | 131,420 | |||
Shareholder equity | $ (4,155,691) | 116,657 | |||
Discount amount | $ 131,420 | ||||
Common stock subject to possible redemption, shares | shares | 2,377,318 | 11,500,000 | |||
Redemption price per share | $ / shares | $ 10.10 | $ 10.50 | |||
Federal depository insurance coverage value | $ 250,000 | ||||
Unrecognized tax benefits | 0 | $ 0 | |||
Keyarch Acquisition Corporation [Member] | Public shares [Member] | |||||
Temporary equity carrying value | 3,105,119 | ||||
Keyarch Acquisition Corporation [Member] | Public Warrants and Public Rights [Member] | |||||
Shareholder equity | 366,615 | ||||
IPO [Member] | Keyarch Acquisition Corporation [Member] | |||||
Offering cost | 3,471,734 | ||||
Discount amount | $ 131,420 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Antidilutive securities | shares | 834,172 | 711,539 | |||
Warrant [Member] | |||||
Antidilutive securities | shares | 39,710 | 39,710 | |||
[1]Adjusted to reflect reverse stock split, see Note 11 |
SCHEDULE OF FAIR VALUE, ASSETS
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Jul. 25, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | $ 25,832,083 | |
Keyarch Acquisition Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | 25,832,083 | $ 180,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | 25,832,083 | |
Fair Value, Inputs, Level 1 [Member] | Keyarch Acquisition Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | 25,832,083 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | ||
Fair Value, Inputs, Level 2 [Member] | Keyarch Acquisition Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account | ||
Fair Value, Inputs, Level 3 [Member] | Keyarch Acquisition Corporation [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment held in Trust Account |
SCHEDULE OF RECONCILIATION OF C
SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED DEPOSITS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |||
Cash | $ 6,672 | $ 20,569 | |
Restricted deposits | [1] | 224 | |
Total cash and restricted cash equivalent shown in the statement of cash flows | $ 6,672 | $ 20,793 | |
[1]As of December 31, 2022, the Company’s restricted deposits consisted of bank deposits that were denominated in New Israeli Shekel. Restricted deposits are presented at cost including accrued interest. These bank deposits are used as security for collateralizing the Company’s lease contracts. |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 203 | $ 66 |
Institutions | 117 | 216 |
Advances to suppliers | 304 | 16 |
Other | 128 | 299 |
Total | $ 752 | $ 597 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 955 | $ 558 |
Work in process | 425 | 904 |
Finished goods | 1,468 | 305 |
Total | $ 2,848 | $ 1,767 |
INVENTORY (Details Narrative)
INVENTORY (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory [Line Items] | ||
Inventory write off | $ 1,123 | $ 178 |
Raw Materials [Member] | ||
Inventory [Line Items] | ||
Inventory write off | $ 144 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 2,184 | $ 1,080 |
Accumulated depreciation: | (591) | (357) |
Depreciated cost | 1,593 | 723 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 254 | 115 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 170 | 163 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 652 | 550 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 264 | 252 |
Energy Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 844 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 239 | $ 131 | $ 44 |
SCHEDULE OF OTHER PAYABLES AND
SCHEDULE OF OTHER PAYABLES AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 975 | $ 252 |
Grants in advance | 268 | 90 |
Others | 144 | 10 |
Other payables and accrued expenses | $ 1,387 | $ 352 |
SCHEDULE OF OPERATING LEASE COS
SCHEDULE OF OPERATING LEASE COST (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Operating lease cost | $ 781 | $ 760 | $ 209 |
Short term lease costs | 18 | 14 | |
Total lease costs | $ 799 | $ 774 | $ 209 |
SCHEDULE OF CASH FLOW AND OTHER
SCHEDULE OF CASH FLOW AND OTHER INFORMATION RELATED TO OPERATING LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Cash paid for amounts included in the measurement of lease liabilities | $ 443 | $ 250 | $ 106 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 108 | $ 319 | $ 1,496 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASES (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Weighted-average remaining lease term | 3 years 10 months 24 days | 4 years 8 months 12 days |
Weighted-average discount rate | 12.88% | 12.27% |
SCHEDULE OF PRESENT VALUE OF LE
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 415 |
2025 | 404 |
2026 | 390 |
2027 | 309 |
Total operating lease payments | 1,518 |
Less: imputed interest | (174) |
Present value of lease liabilities | $ 1,344 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Parking spaces for periods | 12 months |
Lease Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Option to extend, term | 3 years |
Annual rental payments percentage | 3% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Jul. 20, 2023 | Feb. 08, 2022 | Jan. 27, 2022 | Jan. 24, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||||
Contingency liability | $ 2,000,000 | $ 1,300,000 | ||||||
Contingent received | $ 300,000 | 0 | $ 100,000 | |||||
Royalty interest rate description | The Company is committed to pay royalties to the Israeli Government at a rate of 3% to 5% of the sales of its product, up to 100% of the amount of the grants received plus Annual Interest for a File, as such term is defined under the IIA’s rules and guidelines | |||||||
Development costs | 50% | |||||||
Contingent of amount other receivables | 300,000 | |||||||
Inventory purchase commitment loss | $ 23,000 | |||||||
Contingent research and development | $ 382,000 | 359,000 | 189,000 | |||||
Payment of royalty percentage sales | 50% | |||||||
Payment of royalty percentage agreement sales | 5% | |||||||
Payment of grant amount interest | 40% | |||||||
Collaborative grants payment | $ 300,000 | |||||||
Payments for fund | 900,000 | |||||||
Collaborative assets acquisition | $ 500,000 | |||||||
Price per unit | $ 8.74 | |||||||
Keyarch Acquisition Corporation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Additional units | 1,500,000 | |||||||
Additional purchased units | 9,122,682 | 9,122,682 | ||||||
Keyarch Acquisition Corporation [Member] | Early Bird Capital Inc [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Business combination consideration transferred1 | $ 1,500,000 | |||||||
Payments to acquire business for cash | 660,000 | |||||||
Promissory note issued for business combination | $ 840,000 | |||||||
Escrowed Share shall be equal to volume weighted average price | 90% | |||||||
Keyarch Acquisition Corporation [Member] | Underwriting Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Underwriter cash discount | $ 2,000,000 | |||||||
Underwriting fees | $ 300,000 | |||||||
Keyarch Acquisition Corporation [Member] | Over-Allotment Option [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Additional purchased units | 1,500,000 | |||||||
Price per unit | $ 10 | |||||||
BIRD Foundation [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Development costs | 50% | |||||||
Contingent received | $ 100,000 | $ 100,000 | $ 200,000 | |||||
Royalty interest rate description | The Company is committed to pay royalties to BIRD at a rate of 5% of the sales of its product, up to 100% of the amount of the grants received if full repayment made by April 1, 2024, 113% if full repayment is made by April 2025, 125% if full repayment is made by April 2026, 138% if full repayment is made by April 2027, and 150% if full repayment is made after April 2027 | |||||||
Minimum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percentage | 11% | |||||||
Payment of royalty percentage sales | 1.50% | |||||||
Maximum [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalties percentage | 16% | |||||||
Payment of royalty percentage sales | 2% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) ₪ / shares in Units, $ / shares in Units, $ in Thousands, ₪ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2024 ₪ / shares shares | Aug. 14, 2023 $ / shares shares | Feb. 08, 2022 $ / shares shares | Jan. 27, 2022 $ / shares shares | Feb. 18, 2021 shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 ILS (₪) shares | Mar. 31, 2021 $ / shares shares | Mar. 31, 2021 ₪ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 ILS (₪) shares | Jul. 20, 2023 $ / shares shares | Feb. 28, 2021 shares | ||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of shares reserve stock splits | 11.4372 | |||||||||||||||
Share issued price per share | ₪ / shares | ₪ 0.00286 | |||||||||||||||
Converted preferred shares | 467,571 | |||||||||||||||
Shares issued | 42,735 | 1,565,000 | ||||||||||||||
Sales and marketing expenses | $ | $ 269 | |||||||||||||||
Business acquisition description | the Company completed a financing round through a private placement and a public offering. As part of the public offering, the Company issued 352,276 units, each composed of 8.74 ordinary shares and 5.68 Series 3 options. The options will vest over a period of 3 years, with an exercise price of $9.1 (NIS 32) for one year period and $11.4 (NIS 41.2) for additional two years period. In the private placement, the Company issued 42,735 units, each composed of 8.74 ordinary shares and 7.43 Series 3 options as well as 16,239 units, each composed of 8.74 ordinary shares and 5.68 Series 3 options. Gross issue proceeds were $29 million (NIS 96 million). Issuance costs amounted to USD 1.7 million (NIS 5.7 million), including NIS 0.5 million paid to an advisor through the allocation of shares and Series 3 options, were recognized as a deduction from additional paid-in capital | the Company completed a financing round through a private placement and a public offering. As part of the public offering, the Company issued 352,276 units, each composed of 8.74 ordinary shares and 5.68 Series 3 options. The options will vest over a period of 3 years, with an exercise price of $9.1 (NIS 32) for one year period and $11.4 (NIS 41.2) for additional two years period. In the private placement, the Company issued 42,735 units, each composed of 8.74 ordinary shares and 7.43 Series 3 options as well as 16,239 units, each composed of 8.74 ordinary shares and 5.68 Series 3 options. Gross issue proceeds were $29 million (NIS 96 million). Issuance costs amounted to USD 1.7 million (NIS 5.7 million), including NIS 0.5 million paid to an advisor through the allocation of shares and Series 3 options, were recognized as a deduction from additional paid-in capital | the Company completed an IPO of its securities on the TASE and issued to the public 33,754 units, each composed of 8.74 ordinary shares, 6.56 Series 1 and 2.19 Series 2 options. Option series 1 will exercise period is within one year, with an exercise price of $29.7 (NIS 92.9). Option series 2 exercise period is within two years, with an exercise price of $44.6 (NIS 139.5). Gross issue proceeds were $8.4 million (NIS 27.4 million). Issuance costs were $0.6 million (NIS 1.9 million), recognized as a deduction from additional paid-in capital | the Company completed an IPO of its securities on the TASE and issued to the public 33,754 units, each composed of 8.74 ordinary shares, 6.56 Series 1 and 2.19 Series 2 options. Option series 1 will exercise period is within one year, with an exercise price of $29.7 (NIS 92.9). Option series 2 exercise period is within two years, with an exercise price of $44.6 (NIS 139.5). Gross issue proceeds were $8.4 million (NIS 27.4 million). Issuance costs were $0.6 million (NIS 1.9 million), recognized as a deduction from additional paid-in capital | ||||||||||||
Number of ordinary share issued | 33,754 | 33,754 | ||||||||||||||
Stock option exercise price | $ / shares | $ 9.1 | |||||||||||||||
Payments of debt issuance costs | $ 1,700 | 8,400 | ₪ 27.4 | |||||||||||||
Payments of debt issuance costs | $ 1,700 | ₪ 5.7 | 600 | ₪ 1.9 | ||||||||||||
Share issued price per share | $ / shares | $ 8.74 | |||||||||||||||
Number of shares issued for services | 8.74 | 8.74 | ||||||||||||||
Proceeds from issuance or sale of equity | $ 29,000 | ₪ 96 | ||||||||||||||
Number of shares issued, value | ₪ 0.5 | $ 27,870 | $ 7,645 | |||||||||||||
Ordinary shares, authorized | 34,973,575 | 34,973,575 | ||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.00286 | $ 0.00286 | ||||||||||||||
Ordinary shares, issued | 5,912,223 | 5,912,223 | ||||||||||||||
Ordinary shares, outstanding | 5,912,223 | 5,912,223 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of ordinary share issued | 3,616,487 | [1] | 295,125 | 295,125 | ||||||||||||
Number of shares issued, value | $ | $ 3 | $ 2 | ||||||||||||||
Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued | 4,000,000 | |||||||||||||||
Description of transaction | Each whole Private Placement Unit consisted of one Class A ordinary share, one-half of one warrant (the “Private Warrant”) and one right (the “Private Rights”). | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||
Ordinary shares, issued | 2,377,318 | 2,377,318 | ||||||||||||||
Ordinary shares, outstanding | 2,377,318 | 2,377,318 | ||||||||||||||
Ordinary shares subject to possible redemption | 2,377,318 | 11,500,000 | ||||||||||||||
Warrants term | 5 years | |||||||||||||||
Redemption price per share | $ / shares | $ 10.10 | $ 10.50 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||||||||||||||
Keyarch Acquisition Corporation [Member] | Common Stock [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share issued price per share | $ / shares | $ 18 | |||||||||||||||
Keyarch Acquisition Corporation [Member] | Newly Issued Price [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Equity method investment ownership percentage | 60% | |||||||||||||||
Keyarch Acquisition Corporation [Member] | Warrant [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share price | $ / shares | $ 11.50 | |||||||||||||||
Warrants term | 5 years | |||||||||||||||
Redemption price per share | $ / shares | $ 18 | |||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 180% | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||||||||||
Option One [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock option exercise price | (per share) | $ 29.7 | ₪ 92.9 | ||||||||||||||
Option Two [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Stock option exercise price | (per share) | $ 44.6 | ₪ 139.5 | ||||||||||||||
Series Three [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share issued price per share | $ / shares | $ 5.68 | |||||||||||||||
Common Class A [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Number of ordinary share issued | 2,874,999 | |||||||||||||||
Ordinary shares, authorized | 180,000,000 | 180,000,000 | ||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Ordinary shares, issued | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||
Ordinary shares, outstanding | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||
Ordinary shares subject to possible redemption | 2,377,318 | 11,500,000 | ||||||||||||||
Ordinary shares hold percentage | 56.10% | |||||||||||||||
Share price | $ / shares | $ 9.20 | |||||||||||||||
Redemption price per share | $ / shares | $ 10.87 | $ 10.25 | ||||||||||||||
Common Class B [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Ordinary shares, authorized | 20,000,000 | 20,000,000 | ||||||||||||||
Ordinary shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Ordinary shares, issued | 1 | 1 | 2,875,000 | |||||||||||||
Ordinary shares, outstanding | 1 | 1 | 2,875,000 | |||||||||||||
IPO [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Grant shares | 26,230 | |||||||||||||||
Description of transaction | the Company, exercisable for a price per share at 120% of a the share price that would be determined at the IPO and for a period of five years | |||||||||||||||
Payments of debt issuance costs | $ | $ 600 | |||||||||||||||
IPO [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share issued price per share | $ / shares | 10 | |||||||||||||||
Share issued price per share | $ / shares | 10 | |||||||||||||||
IPO [Member] | Common Class A [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share price | $ / shares | 10 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Shares issued | 352,276 | |||||||||||||||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Share issued price per share | $ / shares | $ 10 | $ 10 | ||||||||||||||
Shares issued | 450,000 | |||||||||||||||
Number of ordinary share issued | 45,000 | |||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Converted preferred shares | 18,881,400 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||
Converted preferred shares | 1,650,875 | |||||||||||||||
[1]Adjusted to reflect reverse stock split, see Note 11 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Classified Awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility minimum | 74% | 52% | 55% |
Expected volatility maximum | 76% | 76% | 75% |
Risk-free interest rate minimum | 3.30% | 2.40% | 0.75% |
Risk-free interest rate maximum | 3.90% | 3.10% | 2% |
Equity Classified Awards [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 4 years | 5 years | |
Exercise price (USD) | $ 0.0332 | $ 0.0492 | $ 0.0515 |
Equity Classified Awards [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 7 years | 7 years | 6 years |
Exercise price (USD) | $ 0.1178 | $ 0.0755 | $ 0.2116 |
Liability Classified Awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility minimum | 81.20% | 79.60% | 86.90% |
Expected volatility maximum | 90.90% | 95.70% | 95% |
Risk-free interest rate minimum | 4.97% | 4.68% | 1.18% |
Risk-free interest rate maximum | 5.35% | 5.27% | 1.87% |
Liability Classified Awards [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 2 years | 1 year 6 months | 2 years |
Exercise price (USD) | $ 0.0457 | $ 0.0457 | $ 0.0457 |
Liability Classified Awards [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected term (years) | 4 years | 5 years | 5 years 10 months 24 days |
Exercise price (USD) | $ 0.1567 | $ 0.1567 | $ 0.1567 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Classified Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Outstanding | 298,955 | |
Weighted average exercise price, Outstanding | $ 8.46 | |
Weighted average remaining contractual life, Outstanding | 9 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding | ||
Number of options, Expired | (110,945) | |
Weighted average exercise price, Expired | $ 16.81 | |
Number of options, Granted | 240,447 | |
Weighted average exercise price, Granted | $ 5.60 | |
Weighted average remaining contractual life, Granted | 9 years 3 months 18 days | |
Number of options, Outstanding | 428,457 | 298,955 |
Weighted average exercise price, Outstanding | $ 7.55 | $ 8.46 |
Weighted average remaining contractual life, Outstanding ending | 8 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding | ||
Number of options, Exercisable | 64,291 | |
Weighted average exercise price, Exercisable | $ 9.15 | |
Weighted average remaining contractual life, Exercisable | 8 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercisable | ||
Liability Classified Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Outstanding | 440,045 | 446,703 |
Weighted average exercise price, Outstanding | $ 8.46 | |
Weighted average remaining contractual life, Outstanding | 6 years 2 months 12 days | 6 years 3 months 18 days |
Aggregate Intrinsic Value, Outstanding | ||
Number of options, Expired | (34,331) | |
Weighted average exercise price, Expired | $ 7.66 | |
Number of options, Outstanding | 405,714 | 440,045 |
Weighted average exercise price, Outstanding | $ 9.72 | $ 8.46 |
Aggregate Intrinsic Value, Outstanding | ||
Number of options, Exercisable | 386,016 | |
Weighted average exercise price, Exercisable | $ 10.52 | |
Weighted average remaining contractual life, Exercisable | 6 years 1 month 6 days | |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF EXERCISE PRICES AND
SCHEDULE OF EXERCISE PRICES AND REMAINING CONTRACTUAL LIVES OF OUTSTANDING OPTIONS (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Equity Classified Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 428,457 |
Exercise price | $ / shares | $ 7.55 |
Weighted average remaining contractual life | 8 years 10 months 24 days |
Number of options outstanding | shares | 64,291 |
Exercise price | $ / shares | $ 9.15 |
Weighted average remaining contractual life | 8 years 2 months 12 days |
Equity Classified Awards [Member] | Exercise Price One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 49,400 |
Exercise price | $ / shares | $ 3.32 |
Weighted average remaining contractual life | 9 years 7 months 6 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 39,782 |
Exercise price | $ / shares | $ 4.35 |
Weighted average remaining contractual life | 9 years 2 months 12 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 9,618 |
Exercise price | $ / shares | $ 4.80 |
Weighted average remaining contractual life | 8 years 10 months 24 days |
Number of options outstanding | shares | 2,077 |
Exercise price | $ / shares | $ 4.80 |
Weighted average remaining contractual life | 8 years 10 months 24 days |
Equity Classified Awards [Member] | Exercise Price Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 13,115 |
Exercise price | $ / shares | $ 4.92 |
Weighted average remaining contractual life | 9 years 1 month 6 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Five [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 59,482 |
Exercise price | $ / shares | $ 5.95 |
Weighted average remaining contractual life | 8 years 6 months |
Number of options outstanding | shares | 19,809 |
Exercise price | $ / shares | $ 5.95 |
Weighted average remaining contractual life | 8 years 6 months |
Equity Classified Awards [Member] | Exercise Price Six [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 96,177 |
Exercise price | $ / shares | $ 7.43 |
Weighted average remaining contractual life | 8 years 8 months 12 days |
Number of options outstanding | shares | 28,416 |
Exercise price | $ / shares | $ 7.43 |
Weighted average remaining contractual life | 8 years 8 months 12 days |
Equity Classified Awards [Member] | Exercise Price Seven [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 46,050 |
Exercise price | $ / shares | $ 7.89 |
Weighted average remaining contractual life | 9 years 3 months 18 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Eight [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 46,050 |
Exercise price | $ / shares | $ 9.04 |
Weighted average remaining contractual life | 9 years 3 months 18 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Nine [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 46,050 |
Exercise price | $ / shares | $ 11.78 |
Weighted average remaining contractual life | 9 years 3 months 18 days |
Number of options outstanding | shares | |
Exercise price | $ / shares | |
Equity Classified Awards [Member] | Exercise Price Ten [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 22,733 |
Exercise price | $ / shares | $ 18.07 |
Weighted average remaining contractual life | 7 years 9 months 18 days |
Number of options outstanding | shares | 13,989 |
Exercise price | $ / shares | $ 18.07 |
Weighted average remaining contractual life | 7 years 9 months 18 days |
Liability Classified Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 405,714 |
Exercise price | $ / shares | $ 9.72 |
Weighted average remaining contractual life | 6 years 2 months 12 days |
Number of options outstanding | shares | 386,016 |
Exercise price | $ / shares | $ 10.52 |
Weighted average remaining contractual life | 6 years 1 month 6 days |
Liability Classified Awards [Member] | Exercise Price One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 78,110 |
Exercise price | $ / shares | $ 7.55 |
Weighted average remaining contractual life | 4 years 1 month 6 days |
Number of options outstanding | shares | 78,110 |
Exercise price | $ / shares | $ 7.55 |
Weighted average remaining contractual life | 4 years 1 month 6 days |
Liability Classified Awards [Member] | Exercise Price Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 239,009 |
Exercise price | $ / shares | $ 7.78 |
Weighted average remaining contractual life | 6 years 9 months 18 days |
Number of options outstanding | shares | 239,009 |
Exercise price | $ / shares | $ 7.78 |
Weighted average remaining contractual life | 6 years 9 months 18 days |
Liability Classified Awards [Member] | Exercise Price Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 78,795 |
Exercise price | $ / shares | $ 15.67 |
Weighted average remaining contractual life | 6 years 10 months 24 days |
Number of options outstanding | shares | 59,097 |
Exercise price | $ / shares | $ 15.67 |
Weighted average remaining contractual life | 6 years 10 months 24 days |
Liability Classified Awards [Member] | Exercise Price Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding | shares | 9,800 |
Exercise price | $ / shares | $ 25.62 |
Weighted average remaining contractual life | 4 months 24 days |
Number of options outstanding | shares | 78,110 |
Exercise price | $ / shares | $ 25.62 |
Weighted average remaining contractual life | 4 months 24 days |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF OPTIONS (Details) - Liability Classified Awards [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options, Outstanding | 440,045 | 446,703 | 446,703 |
Fair value, Outstanding | $ 996 | $ 3,605 | $ 4,769 |
Fair value, Effect of change in exchange rate | $ (30) | $ (315) | $ 112 |
Number of options, Changes in fair value | |||
Fair value, Changes in fair value | $ (734) | $ (2,294) | $ (1,276) |
Number of options, Outstanding | 405,714 | 440,045 | 446,703 |
Fair value, Outstanding | $ 232 | $ 996 | $ 3,605 |
SCHEDULE OF EXPENSE (INCOME) RE
SCHEDULE OF EXPENSE (INCOME) RECOGNIZED IN CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ (219) | $ (1,751) | $ (1,315) |
Research and Development Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (342) | (1,220) | (1,290) |
Selling and Marketing Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (60) | (487) | (190) |
General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 183 | (44) | 165 |
Equity Classified Awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 503 | 543 | 346 |
Equity Classified Awards [Member] | Research and Development Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 98 | 206 | 7 |
Equity Classified Awards [Member] | Selling and Marketing Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 111 | 59 | 269 |
Equity Classified Awards [Member] | General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 294 | 278 | 70 |
Liability Classified Awards [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (722) | (2,294) | (1,661) |
Liability Classified Awards [Member] | Research and Development Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (440) | (1,426) | (1,297) |
Liability Classified Awards [Member] | Selling and Marketing Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | (171) | (546) | (459) |
Liability Classified Awards [Member] | General and Administrative Expense [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ (111) | $ (322) | $ 95 |
SHARE BASED COMPENSATION (Detai
SHARE BASED COMPENSATION (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 31, 2023 ₪ / shares shares | Apr. 30, 2023 ₪ / shares shares | Mar. 31, 2023 ₪ / shares shares | Feb. 28, 2023 ₪ / shares shares | Dec. 31, 2022 ₪ / shares shares | Oct. 31, 2022 ₪ / shares shares | Aug. 31, 2022 ₪ / shares shares | Jul. 31, 2022 ₪ / shares shares | Nov. 30, 2021 ₪ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Options vested | shares | 386,016 | |||||||||
Equity Classified Awards [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 240,447 | |||||||||
Weighted average grant date fair value | $ / shares | $ 1.73 | |||||||||
Unrecognized share-based compensation expense | $ | $ 441 | |||||||||
Recognized average remaining vesting period | 2 years 6 months | |||||||||
Liability Classified Awards [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Unrecognized share-based compensation expense | $ | $ 1 | |||||||||
Recognized average remaining vesting period | 10 months 24 days | |||||||||
Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 13,989 | |||||||||
Weighted average exercise price | ₪ 65.6 | |||||||||
Number of options forfeitures | shares | 78,621 | |||||||||
Employees Or Officers [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 13,989 | |||||||||
Weighted average exercise price | ₪ 65.6 | |||||||||
Share-Based Payment Arrangement, Nonemployee [Member] | Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 78,621 | |||||||||
Weighted average exercise price | ₪ 74.8 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Officer [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 90,275 | 26,230 | 52,460 | 17,486 | ||||||
Weighted average exercise price | ₪ 26.8 | ₪ 26.8 | ₪ 26.8 | |||||||
Share-based payment award, award vesting period | 3 years | |||||||||
Share-based payment award, award vesting rights, percentage | 33% | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | ₪ 28.6 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | 32 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | ₪ 42.7 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Employees Or Officers [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 13,989 | 82,187 | ||||||||
Weighted average exercise price | ₪ 17.4 | ₪ 21.6 | ||||||||
Share-Based Payment Arrangement, Employee [Member] | Employees [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 49,400 | 39,782 | 13,115 | |||||||
Weighted average exercise price | ₪ 12.1 | ₪ 15.9 | ₪ 17.7 | |||||||
Share-Based Payment Arrangement, Employee [Member] | Two Directors [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Number of options granted | shares | 47,873 | |||||||||
Share-based payment award, award vesting period | 3 years | |||||||||
Share-based payment award, award vesting rights, percentage | 33% | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Two Directors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | ₪ 28.6 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Two Directors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | 32 | |||||||||
Share-Based Payment Arrangement, Employee [Member] | Two Directors [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted average exercise price | ₪ 42.7 | |||||||||
2015 Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Share-based payment award, terms of award | The vesting period, unless the Company’s Board of Directors determines otherwise in respect to any specific grantee is (1) 25% of options would vest after twelve consecutive months of services by the grantee since the date of grant; (2) 6.25% of options would vest after every three (3) additional months of consecutive service by the grantee, until 100% of the options vest, after four (4) years after grant date. | |||||||||
Share-based payment award, expiration period | 10 years |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses carryforward | $ 8,053 | $ 5,882 |
Operating lease liabilities | 309 | 362 |
Employee benefits | 70 | 60 |
Inventory write off | 291 | |
Research and development expenses | 1,250 | |
Issuance costs | 120 | 290 |
Total deferred tax assets | 10,093 | 6,594 |
Less deferred tax liabilities (related to right of use assets) | (301) | (336) |
Deferred tax assets, net | 9,792 | 6,258 |
Less valuation allowance for deferred tax assets | (9,792) | (6,258) |
Deferred tax assets | ||
Valuation allowance at beginning of year | (6,258) | (4,739) |
Changes in valuation allowance | (3,534) | (1,519) |
Valuation allowance at end of year | $ (9,792) | $ (6,258) |
TAXES ON INCOME (Details Narrat
TAXES ON INCOME (Details Narrative) ₪ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 ILS (₪) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ILS (₪) | |
Deferred tax rate | 23% | |||
Carryforward losses | $ 35 | ₪ 127 | $ 26 | ₪ 90 |
ISRAEL | ||||
Corporate tax rate | 23% |
SCHEDULE OF RELATED PARTIES TRA
SCHEDULE OF RELATED PARTIES TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ (219) | $ (1,751) | $ (1,315) |
Research and Development Expense [Member] | |||
General and administrative expenses | (163) | (529) | (459) |
General and Administrative Expense [Member] | |||
General and administrative expenses | $ (76) | $ (19) | $ (399) |
RELATED PARTIES TRANSACTIONS (D
RELATED PARTIES TRANSACTIONS (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 04, 2024 USD ($) shares | Mar. 27, 2024 shares | Jan. 19, 2024 shares | Dec. 21, 2023 USD ($) | Aug. 14, 2023 Integer shares | Feb. 08, 2022 USD ($) shares | Jan. 27, 2022 USD ($) | Aug. 12, 2021 USD ($) $ / shares shares | Jun. 27, 2021 USD ($) $ / shares shares | Mar. 31, 2021 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 ₪ / shares | Jul. 25, 2023 USD ($) | Jul. 20, 2023 shares | Apr. 18, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued | 33,754 | |||||||||||||||
Ordinary shares, outstanding | 5,912,223 | 5,912,223 | ||||||||||||||
Ordinary shares, issued | 5,912,223 | 5,912,223 | ||||||||||||||
Sale of stock, price per share | ₪ / shares | ₪ 0.00286 | |||||||||||||||
Deposit into trust account | $ | $ 25,832,083 | |||||||||||||||
Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued | 4,500 | |||||||||||||||
Number of directors | Integer | 3 | |||||||||||||||
Ordinary shares, outstanding | 2,377,318 | 2,377,318 | ||||||||||||||
Ordinary shares, issued | 2,377,318 | 2,377,318 | ||||||||||||||
Outstanding amount | $ | $ 0 | $ 0 | ||||||||||||||
Promissory note | $ | $ 1,000,000 | $ 250,000 | ||||||||||||||
Deposit into trust account | $ | 25,832,083 | 180,000 | ||||||||||||||
Promissory note | $ | $ 600,000 | |||||||||||||||
Maximum loans convertible into warrants | $ | $ 1,500,000 | |||||||||||||||
Converion price per unit | $ / shares | $ 10 | |||||||||||||||
Related party loan outstanding | $ | $ 2,030,000 | 0 | ||||||||||||||
Expenses per month | $ | $ 10,000 | |||||||||||||||
Incurred amount | $ | $ 120,000 | $ 110,000 | ||||||||||||||
Keyarch Acquisition Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ordinary shares, outstanding | 2,039,872 | |||||||||||||||
Redemptions public shares | 2,000,000 | 2,010,480 | 337,446 | |||||||||||||
Principal amount | $ | $ 1,180,000 | |||||||||||||||
Loans | $ | 2,030,000 | |||||||||||||||
Founder shares [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares subject to forfeiture | $ | $ 375,000 | |||||||||||||||
Sponsor [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued | 40,500 | |||||||||||||||
Promissory note | $ | $ 180,000 | |||||||||||||||
Sponsor [Member] | Keyarch Acquisition Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Principal amount | $ | 2,030,000 | |||||||||||||||
Payments to sponsor | $ | $ 10,000 | |||||||||||||||
Common Class B [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Consideration received amount | $ | $ 25,000 | |||||||||||||||
Common Class B [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ordinary shares, outstanding | 1 | 1 | 2,875,000 | |||||||||||||
Ordinary shares, issued | 1 | 1 | 2,875,000 | |||||||||||||
Common Class B [Member] | Founder shares [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Consideration received amount | $ | $ 25,000 | |||||||||||||||
Shares issued | 2,875,000 | |||||||||||||||
Price per share | $ / shares | $ 0.0001 | |||||||||||||||
Shares subject to forfeiture | 375,000 | |||||||||||||||
Common Class B [Member] | Sponsor [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Ordinary shares, outstanding | 1 | |||||||||||||||
Ordinary shares, issued | 1 | |||||||||||||||
Common Class A [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Price per share | $ / shares | $ 9.20 | |||||||||||||||
Shares issued | 2,874,999 | |||||||||||||||
Ordinary shares, outstanding | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||
Ordinary shares, issued | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||
Ordinary shares hold percentage | 56.10% | |||||||||||||||
Common Class A [Member] | Early Bird Capital Inc [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Shares issued | 200,000 | |||||||||||||||
Shares issued | 200,000 | |||||||||||||||
Sale of stock, price per share | $ / shares | $ 0.0001 | |||||||||||||||
Estimated fair value | $ | $ 1,800 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation | $ 239 | $ 131 | $ 44 |
Research and development expenses, net | 5,215 | 4,163 | 1,523 |
Research and Development Expense [Member] | |||
Payroll and related expenses | 3,308 | 1,824 | 507 |
Subcontractors | 697 | 1,212 | 625 |
Materials | 388 | 945 | 301 |
Operating lease expenses | 208 | 189 | 47 |
Depreciation | 211 | 130 | 44 |
Maintenance | 223 | 136 | 174 |
Other | 298 | 86 | 14 |
Research and development expenses gross | 5,333 | 4,522 | 1,712 |
Less – grants from governments and others | (118) | (359) | (189) |
Research and development expenses, net | $ 5,215 | $ 4,163 | $ 1,523 |
SCHEDULE OF FINANCE INCOME EXPE
SCHEDULE OF FINANCE INCOME EXPENSES NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Interest on deposits | $ 265 | $ 108 | |
Foreign exchange losses (gain), net | 206 | 279 | (34) |
Bank fees | (15) | (10) | (9) |
Finance income (expenses), net | $ 456 | $ 377 | $ (43) |
SCHEDULE OF SUBJECT TO POSSIBLE
SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION (Details) - Keyarch Acquisition Corporation [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | $ 150,000 | $ 16,399,119 | |
Common Stock Subject to Mandatory Redemption [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Gross proceeds | 115,000,000 | ||
Proceeds allocated to Public Rights | (9,257,500) | ||
Proceeds allocated to Public Warrants | (2,886,500) | ||
Allocation of offering costs related to redeemable shares | [1] | (2,987,577) | |
Redemption of public shares from cash held in trust account | [2] | (95,826,230) | |
Accretion of carrying value to redemption value | [1] | 16,281,577 | |
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | 5,358,313 | ||
Subsequent measurement of Class A ordinary shares subject to possible redemption (income earned on investment held in trust account) | 150,000 | ||
Ordinary shares subject to possible redemption | $ 25,832,083 | ||
[1]During the year ended December 31, 2022, the Company received a discount amounting to $ 131,420 117,542 9,122,682 10.50 95,826,230 2,377,318 |
SCHEDULE OF SUBJECT TO POSSIB_2
SCHEDULE OF SUBJECT TO POSSIBLE REDEMPTION (Details) (Parenthetical) - Keyarch Acquisition Corporation [Member] - USD ($) | 12 Months Ended | ||
Jul. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Discount received on outstanding offering cost | $ 131,420 | ||
Corresponding decrease in carrying value | $ 117,542 | ||
Public share | 9,122,682 | ||
Redemption price per share | $ 10.50 | $ 10.10 | |
Aggregate redemption amount | $ 95,826,230 | ||
Public shares outstanding | 2,377,318 | ||
IPO [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Discount received on outstanding offering cost | $ 131,420 | ||
Common Stock Subject to Mandatory Redemption [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net of allocation of offering cost | 117,542 | ||
Net of allocation of offering cost | $ 117,542 |
SCHEDULE OF PROFIT_(LOSS) PER S
SCHEDULE OF PROFIT/(LOSS) PER SHARE (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Weighted average shares outstanding, basic | [1] | 5,912,000 | 5,166,000 | 2,020,000 |
Weighted average shares outstanding, diluted | [1] | 5,912,000 | 5,166,000 | 2,020,000 |
Basic net profit/(loss) per share | [1] | $ (1.99) | $ (1.51) | $ (2.27) |
Diluted net profit/(loss) per share | [1] | $ (1.99) | $ (1.51) | $ (2.27) |
Keyarch Acquisition Corporation [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Net (Loss)/Profit | $ (465,904) | $ 843,672 | ||
Income earned on investment held in Trust Account | (3,656,444) | (1,701,869) | ||
Accretion of carrying value to redemption value | (150,000) | (16,399,119) | ||
Decrease in carrying value of redeemable shares due to reversal of offering costs | 117,542 | |||
Net loss including accretion of equity into redemption value | (4,272,348) | (17,139,774) | ||
Keyarch Acquisition Corporation [Member] | Redeemable Shares [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Accretion of carrying value to redemption value | (150,000) | (16,399,119) | ||
Decrease in carrying value of redeemable shares due to reversal of offering costs | (117,542) | |||
Allocation of net loss including accretion of temporary equity | (2,884,775) | (12,822,390) | ||
Income earned on investment held in Trust Account | (3,656,444) | (1,701,869) | ||
Allocation of net profit/(loss) | $ 921,669 | $ 5,161,056 | ||
Weighted average shares outstanding, basic | 7,526,010 | 10,631,507 | ||
Weighted average shares outstanding, diluted | 7,526,010 | 10,631,507 | ||
Basic net profit/(loss) per share | $ 0.12 | $ 0.49 | ||
Diluted net profit/(loss) per share | $ 0.12 | $ 0.49 | ||
Keyarch Acquisition Corporation [Member] | NonRedeemable Shares [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Accretion of carrying value to redemption value | ||||
Decrease in carrying value of redeemable shares due to reversal of offering costs | ||||
Allocation of net loss including accretion of temporary equity | (1,387,573) | (4,317,384) | ||
Income earned on investment held in Trust Account | ||||
Allocation of net profit/(loss) | $ (1,387,573) | $ (4,317,384) | ||
Weighted average shares outstanding, basic | 3,620,000 | 3,579,699 | ||
Weighted average shares outstanding, diluted | 3,620,000 | 3,579,699 | ||
Basic net profit/(loss) per share | $ (0.38) | $ (1.21) | ||
Diluted net profit/(loss) per share | $ (0.38) | $ (1.21) | ||
[1]Adjusted to reflect reverse stock split, see Note 11 |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATION (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Apr. 04, 2024 shares | Mar. 27, 2024 shares | Jan. 19, 2024 USD ($) $ / shares shares | Dec. 21, 2023 USD ($) | Aug. 14, 2023 shares | Jul. 25, 2023 USD ($) | Jul. 20, 2023 USD ($) $ / shares shares | Aug. 16, 2022 | Feb. 08, 2022 USD ($) $ / shares shares | Feb. 08, 2022 USD ($) $ / shares | Jan. 27, 2022 USD ($) $ / shares shares | Feb. 27, 2024 USD ($) | Mar. 31, 2021 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2024 ₪ / shares | Jan. 28, 2024 USD ($) | Jan. 25, 2024 USD ($) | Mar. 31, 2022 shares | Feb. 28, 2021 shares | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Shares issued | shares | 42,735 | 1,565,000 | ||||||||||||||||||
Sale of stock price per share | ₪ / shares | ₪ 0.00286 | |||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 33,754 | |||||||||||||||||||
Trust account | $ 6,672,000 | $ 20,569,000 | ||||||||||||||||||
Issued | shares | 5,912,223 | 5,912,223 | ||||||||||||||||||
Common stock shares outstanding | shares | 5,912,223 | 5,912,223 | ||||||||||||||||||
Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Proceeds from Issuance initial public offering | $ 15,000,000 | $ 115,000,000 | ||||||||||||||||||
Shares issued | shares | 4,000,000 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | 5,450,000 | |||||||||||||||||||
Deferred offering costs | 3,471,734 | 131,420 | ||||||||||||||||||
Other underwriting expense | 2,300,000 | |||||||||||||||||||
Other offering costs | 1,171,734 | |||||||||||||||||||
Trust account | $ 445,468 | 115,171 | ||||||||||||||||||
Public Shares properly exercised | shares | 9,122,682 | 9,122,682 | ||||||||||||||||||
Stock redemption price per share | $ / shares | $ 10.50 | $ 10.50 | ||||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 95,826,230 | $ 95,826,230 | ||||||||||||||||||
Issued | shares | 2,377,318 | 2,377,318 | ||||||||||||||||||
Common stock shares outstanding | shares | 2,377,318 | 2,377,318 | ||||||||||||||||||
Principal amount | $ 180,000 | |||||||||||||||||||
Principal amount | 180,000 | |||||||||||||||||||
Trust Account | 90,000 | |||||||||||||||||||
Deposits | 30,000 | |||||||||||||||||||
Compensation and benefits trust | $ 90,000 | |||||||||||||||||||
Tangible assets acquired | $ 5,000,001 | |||||||||||||||||||
Percentage of aggregate shares | 15% | |||||||||||||||||||
Revenue remaining performance obligation, percentage | 100% | |||||||||||||||||||
Cash | $ 445,468 | 115,171 | ||||||||||||||||||
Working capital | 3,861,502 | 116,657 | ||||||||||||||||||
Escrow account | 30,000 | |||||||||||||||||||
Asset, Held-in-Trust, Noncurrent | $ 25,507,894 | $ 117,851,869 | ||||||||||||||||||
Earnout shares description | The Earnout Rights will be automatically (unless Zooz determines otherwise) converted into Zooz ordinary shares on a one-for-one basis (with the number of rights being subject to adjustment based on share splits, reorganizations and similar occurrences. Twenty-Five percent (25%) of the Earnout Shares will be issuable if, during such five-year period, the volume-weighted average price (“VWAP”) of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $12. Thirty-Five percent (35%) of the Earnout Shares will be issuable if the VWAP of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $16. The remaining 40% of the Earnout Shares will be issuable if the VWAP of the combined company’s ordinary shares for any twenty trading days in any thirty consecutive trading day period during such five-year period equals or exceeds $23. | |||||||||||||||||||
Effective Income Tax Rate Reconciliation, Tax Contingency, Domestic, Percent | 1% | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | UNITED STATES | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Effective Income Tax Rate Reconciliation, Tax Contingency, Domestic, Percent | 1% | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | Second Working Capital Loan [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Principal | 1,000,000 | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | Third Working Capital Loan [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Principal | $ 600,000 | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | Business Acquisitions [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | Zooz Power Ltd [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Proposed business combination | (i) each outstanding Zooz warrant (except for certain continuing warrants) will be exercised in accordance with their respective terms and (ii) each then-outstanding Zooz ordinary share will be converted into such number of Zooz ordinary shares as is determined by dividing $60,000,000 by $10.00 per share, which is in turn divided by the number of Zooz ordinary shares and specified Zooz continuing warrants and options, resulting in the Zooz ordinary shares valued at $10.00 per share having a total value of $60,000,000, on a fully-diluted basis. In addition, as a result of the Recapitalization, each Zooz continuing warrant and each Zooz option to purchase Zooz ordinary shares which has not been exercised prior to the Recapitalization will be adjusted to reflect the foregoing applicable conversion ratio. The Business Combination Agreement does not provide for any purchase price adjustments. | |||||||||||||||||||
Keyarch Acquisition Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Public Shares properly exercised | shares | 337,446 | |||||||||||||||||||
Stock redemption price per share | $ / shares | $ 10.91 | |||||||||||||||||||
Equity Method Investment, Aggregate Cost | $ 3,682,928 | |||||||||||||||||||
Common stock shares outstanding | shares | 2,039,872 | |||||||||||||||||||
Shares redeemed | shares | 2,000,000 | 2,010,480 | 337,446 | |||||||||||||||||
Principal amount | $ 150,000 | |||||||||||||||||||
Deposits | $ 150,000 | |||||||||||||||||||
IPO [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Number of private units sold, shares | shares | 500,000 | |||||||||||||||||||
Sale of stock price per share | $ / shares | $ 10 | |||||||||||||||||||
Deferred offering costs | $ 3,471,734 | |||||||||||||||||||
IPO [Member] | Keyarch Acquisition Corporation [Member] | Trust Account [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Sale of stock price per share | $ / shares | $ 10.10 | |||||||||||||||||||
Partners capital account | shares | 116,150,000 | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Shares issued | shares | 352,276 | |||||||||||||||||||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||||||
Shares issued | shares | 450,000 | |||||||||||||||||||
Sponsor shares | shares | 50,000 | |||||||||||||||||||
Sale of stock price per share | $ / shares | $ 10 | 10 | $ 10 | |||||||||||||||||
Aggregate purchase price | $ 5,000,000 | |||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 45,000 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 450,000 | |||||||||||||||||||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | Sponsor [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 40,500 | |||||||||||||||||||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | Early Bird Capital [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 4,500 | |||||||||||||||||||
Over-Allotment Option [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Share price | $ / shares | $ 10 | $ 10 | ||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 1,500,000 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 15,000,000 | |||||||||||||||||||
Public Shares properly exercised | shares | 1,500,000 | |||||||||||||||||||
Sponsor [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Principal amount | 180,000 | |||||||||||||||||||
Principal amount | 180,000 | |||||||||||||||||||
Trust Account | 90,000 | |||||||||||||||||||
Deposits | $ 30,000 | |||||||||||||||||||
Asset, Held-in-Trust, Noncurrent | $ 90,000 | |||||||||||||||||||
Sponsor [Member] | Keyarch Acquisition Corporation [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Trust Account | $ 25,000 | |||||||||||||||||||
Deposits | $ 25,000 | |||||||||||||||||||
Common Class A [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Share price | $ / shares | $ 9.20 | |||||||||||||||||||
Initial Public Offering of shares and warrants, net of issuance costs of $600, shares | shares | 2,874,999 | |||||||||||||||||||
Issued | shares | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||||||
Common stock shares outstanding | shares | 5,997,317 | 3,619,999 | 745,000 | |||||||||||||||||
Common Class A [Member] | IPO [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||||||||||||||
Number of private units sold, shares | shares | 10,000,000 | |||||||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||||||
Proceeds from Issuance initial public offering | $ 100,000,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jul. 20, 2023 | Feb. 08, 2022 | Feb. 08, 2022 | Jan. 27, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ 8.74 | ||||||
Keyarch Acquisition Corporation [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Exercise price of warrants | $ 11.50 | ||||||
Additional purchased units | 9,122,682 | 9,122,682 | |||||
Gross proceeds | $ 15,000,000 | $ 115,000,000 | |||||
Expiration term | 5 years | ||||||
IPO [Member] | Keyarch Acquisition Corporation [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number Of shares issued per unit | 10,000,000 | ||||||
Purchase price, per unit | $ 10 | ||||||
Over-Allotment Option [Member] | Keyarch Acquisition Corporation [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase price, per unit | $ 10 | $ 10 | |||||
Additional purchased units | 1,500,000 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) | Feb. 08, 2022 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares | Feb. 18, 2021 | Mar. 31, 2024 ₪ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Share issued price per share | ₪ / shares | ₪ 0.00286 | |||
Keyarch Acquisition Corporation [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 4,500 | |||
Ordinary share, description | Each whole Private Placement Unit consisted of one Class A ordinary share, one-half of one warrant (the “Private Warrant”) and one right (the “Private Rights”). | |||
Keyarch Acquisition Corporation [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 40,500 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Ordinary share, description | the Company, exercisable for a price per share at 120% of a the share price that would be determined at the IPO and for a period of five years | |||
IPO [Member] | Keyarch Acquisition Corporation [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 500,000 | |||
Share issued price per share | $ / shares | $ 10 | |||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 45,000 | |||
Share issued price per share | $ / shares | $ 10 | $ 10 | ||
Gross proceeds | $ | $ 450,000 | $ 5,000,000 | ||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 450,000 | |||
Private Placement [Member] | Keyarch Acquisition Corporation [Member] | Early Bird Capital Inc [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of private units sold, shares | 50,000 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Keyarch Acquisition Corporation [Member] | ||
Assets, held in trust account | $ 25,507,894 | $ 117,851,869 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 12 Months Ended | |||||||||||
Apr. 04, 2024 USD ($) shares | Mar. 27, 2024 shares | Feb. 11, 2024 USD ($) | Feb. 09, 2024 USD ($) shares | Jan. 19, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Feb. 09, 2024 ₪ / shares | Jan. 25, 2024 USD ($) | Jul. 25, 2023 USD ($) | Jul. 20, 2023 $ / shares shares | Mar. 31, 2022 $ / shares | |
Share issued price per share | $ / shares | $ 8.74 | |||||||||||
Keyarch Acquisition Corporation [Member] | ||||||||||||
Redemption price per share | $ / shares | $ 10.10 | $ 10.50 | ||||||||||
Public shares outstanding | shares | 2,377,318 | |||||||||||
Aggregate principal amount | $ 180,000 | |||||||||||
Deposits on trust account | $ 30,000 | |||||||||||
Investment income | $ 3,656,444 | $ 1,701,869 | ||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | ||||||||||||
Public shares redeemed | shares | 2,000,000 | 2,010,480 | 337,446 | |||||||||
Redemption price per share | $ / shares | $ 10.91 | |||||||||||
Aggregate redemption amount | $ 3,682,927.61 | |||||||||||
Public shares outstanding | shares | 2,039,872 | |||||||||||
Aggregate principal amount | $ 150,000 | |||||||||||
Deposits on trust account | 150,000 | |||||||||||
Share issued price per share | ₪ / shares | ₪ 0.00025 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Second Revenue Milestone [Member] | ||||||||||||
Revenue | $ 10,000,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Third Revenue Milestone [Member] | ||||||||||||
Revenue | $ 15,000,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Maximum [Member] | ||||||||||||
Ordinary share | shares | 4,000,000 | |||||||||||
Investment income | $ 13,000,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Extension One [Member] | ||||||||||||
Deposits on trust account | 25,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Extension Two [Member] | ||||||||||||
Deposits on trust account | 25,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | Extension Three [Member] | ||||||||||||
Deposits on trust account | $ 25,000 | |||||||||||
Subsequent Event [Member] | Keyarch Acquisition Corporation [Member] | BCM Agreement [Member] | ||||||||||||
Amendment fee | $ 1,500,000 | |||||||||||
Paid in cash | 660,000 | |||||||||||
Remaining debt amount | $ 840,000 |