UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 119, 2024

Keyarch Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41243		98-1600074
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

275 Madison Avenue, 39th Floor

New York, NY 10016

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 914-434-2030

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable warrant and one right	KYCHU	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units	KYCH	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	KYCHW	The Nasdaq Stock Market LLC
Rights to receive one-tenth of one Class A Ordinary Share included as part of the units	KYCHWR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Reference is~~Amendment ~~made~~ to ~~the~~ Business ~~Combination Agreement (the “Business Combination Agreement”), dated July 30, 2023, by~~ and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), Zooz Power Ltd., a limited liability company organized under the laws of the State of Israel (“ZOOZ”), together with Zooz Power Cayman, a Cayman Islands exempted company and wholly owned subsidiary of ZOOZ (“Merger Sub”) and the other parties thereto. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Keyarch, with Keyarch surviving as a wholly-owned subsidiary of ZOOZ. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” The Business Combination Agreement was announced in a Form 8-K filed by Keyarch with the Securities and Exchange Commission on July 31, 2023.

On February 119, 2024, ~~ZOOZ~~Keyarch ~~provided~~Acquisition ~~information~~Corporation, ~~regarding~~a ~~the~~Cayman ~~proposed~~Islands ~~Business~~exempted ~~Combination~~company ~~and~~(“Keyarch”), ~~ZOOZ~~Zooz inPower Ltd., an ~~information~~Israeli ~~filing~~company listed for trading on the Tel-Aviv Stock Exchange (“Zooz”), and ~~press~~Keyarch ~~release~~Global Sponsor Limited, a Cayman Islands exempted company (the “~~Release~~Sponsor”), ~~which~~in itthe ~~filed~~capacity ~~with~~as the ~~Tel~~SPAC ~~Aviv~~Representative, ~~Stock~~entered ~~Exchange~~into that certain Amendment No. 1 to Business Combination Agreement (the “~~TASE~~BCA Amendment”). The BCA Amendment amends certain provisions of Anthat ~~English~~certain ~~translation~~Business Combination Agreement, dated as of July 30, 2023 (as amended by the ~~Release~~BCA isAmendment ~~furnished~~and as ~~Exhibit~~may ~~99.1 hereto~~be further amended, restated and/or ~~incorporated~~supplemented ~~herein~~in accordance with its terms, the “Business Combination Agreement”), by ~~reference~~and among Keyarch, Zooz, the Sponsor, in the capacity as the SPAC Representative, and Zooz Power Cayman, a Cayman Islands exempted company and a wholly owned subsidiary of Zooz. The transactions contemplated by the Business Combination are collectively referred to herein as the “Business Combination”.

~~The Release~~Pursuant ~~referenced an amendment~~ to the ~~Business~~BCA ~~Combination Agreement in respect of changes to the milestones under which ZOOZ shareholders~~Amendment, ~~prior to~~ the ~~closing~~“Outside ofDate” ~~the~~under ~~Business Combination would be entitled to an earnout, pursuant to an amendment to~~ the Business Combination Agreement, bywhich ~~changing~~is the ~~revenue~~date ~~amounts~~after ~~relating~~which toa ~~eligibility~~party, toin ~~achieving~~ its ~~second~~discretion, ~~and third milestones. The Release referenced~~can ~~that~~elect ~~these milestones were changed~~ to ~~$10~~terminate ~~million over 2 consecutive fiscal quarters for~~ the ~~second~~Business ~~milestone~~Combination ~~and~~Agreement ~~$15 million over 2 consecutive quarters~~ for ~~the~~any ~~third~~or ~~milestone.~~no ~~The~~reason, ~~Release~~has ~~also~~been ~~discussed~~extended ~~commitments received~~ from aDecember ~~number~~31, of2023 ~~investors for an aggregate investment of up~~ to ~~$12~~April ~~million~~1, ~~for investments contingent on and in connection with the closing of the Business Combination~~2024.

The ~~information~~ inBusiness ~~this~~Combination ~~Item~~Agreement provides ~~7.01~~that, ~~and~~following ~~Exhibits~~the ~~99.1~~closing ~~attached~~of ~~hereto~~the ~~will~~Business ~~not~~Combination be(the ~~deemed~~ “~~filed~~Closing”), ~~for~~up ~~purposes~~to ofan ~~Section 18~~additional 4,000,000 ordinary shares of ~~the~~Zooz, ~~Securities~~par ~~Exchange~~value ~~Act~~NIS of0.00025 ~~1934~~per share (“Zooz Ordinary Shares”), will be issuable to the Zooz shareholders who were Zooz shareholders as ~~amended~~of (immediately prior to the Closing at a record date to be determined by Zooz (“~~Exchange~~Pre-Closing Zooz ~~Act~~Shareholders”) as earnout consideration, orcontingent ~~otherwise~~on ~~subject~~the toachievement of certain earnout milestones based on the ~~liabilities~~price of the Zooz Ordinary Shares or Zooz’s gross revenue during the five-year period following the Closing. The BCA Amendment revises certain triggers that ~~section,~~govern ~~nor~~when the earnout would be ~~deemed~~paid ~~incorporated~~to byPre-Closing ~~reference~~Zooz inShareholders. ~~any~~The ~~filing~~second ~~under~~revenue ~~the~~milestone ~~Securities~~was ~~Act~~changed to of$10 ~~1933,~~million asover ~~amended~~two consecutive fiscal quarters (following achievement of one of the ~~“Securities Act”~~first milestones) orand the ~~Exchange~~third ~~Act,~~revenue ~~except~~milestone was aschanged ~~expressly~~to ~~set~~$15 ~~forth~~million byover ~~specific~~two ~~reference~~consecutive inquarters ~~such~~(following ~~filing~~achievement of one of the second milestones).

~~Important~~In ~~Information~~addition, ~~and~~the ~~Where~~BCA Amendment adds a provision to ~~Find~~the ItBusiness Combination Agreement that allows Zooz to raise financing prior to the Closing, so long as such financing utilizes a valuation of Zooz at least equal to the $60,000,000 pre-money equity valuation of Zooz utilized in the Business Combination.

~~ZOOZ~~The ~~intends~~BCA toAmendment ~~file~~also ~~with the~~clarifies ~~United States Securities and Exchange Commission (“SEC”) a Registration Statement on Form F-4, which will include a proxy statement of Keyarch~~ that ~~constitutes~~only ~~a prospectus for ZOOZ securities and a proxy statement for Keyarch~~Zooz’s shareholders (the “Registration Statement”). The Registration Statement has not been filed with or declared effective by the SEC. Promptly after the Registration Statement is declared effective by the SECvested, Keyarch will mail the definitive proxy statement and a proxy card contained therein to its shareholders. Investors and securityholders of Keyarch and other interested persons are advised to read, when available, the Registration Statement, including preliminary proxy statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in ~~connection with Keyarch’s solicitation of proxies for~~ -the-money ~~extraordinary~~options ~~general~~will ~~meeting to~~ be ~~held~~included ~~to approve~~ the ~~Business~~merger ~~Combination~~consideration ~~Agreement and the Business Combination (collectively~~calculation, ~~the~~on “Transactions”) and other documents filed in connection with the proposed Transactions because these documents will contain important information about ZOOZ, Keyarch, the Business Combination Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders of Keyarch as of a ~~record~~net ~~date~~exercise tobasis be established in the future for voting on the Business Combination Agreement and the Transactions. The Registration Statement, including the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Transactions (~~when they become available), and any other documents filed by Keyarch with the SEC, may be obtained~~while ~~free of charge at the SEC~~Zooz’s ~~website (www.sec.gov) or by writing to Keyarch at: 275 Madison Avenue~~unvested, ~~39th Floor, New York, New York 10016. This Form 8~~in-~~K does not contain all~~ the-money ~~information~~options ~~that~~will ~~should~~remain bein ~~considered~~effect ~~concerning~~but ~~the proposed Transactions and is~~ not ~~intended to~~affect ~~form~~ the ~~basis~~merger ofconsideration ~~any~~calculation ~~investment decision~~ or ~~any~~number ~~other decision in respect~~ of ~~the proposed Transactions. This Form 8-K is not a substitute~~shares ~~for~~issued ~~any~~to ~~registration~~Zooz ~~statement~~shareholders ~~or for any other document that ZOOZ or Keyarch may file with the SEC~~ in connection with the ~~proposed~~Business ~~Transactions~~Combination).

Other than as expressly modified pursuant to the BCA Amendment, the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Keyarch with the Securities and Exchange Commission (the “SEC”) on August 3, 2023, remains in full force and effect. The foregoing description of the BCA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the BCA Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

~~INVESTORS~~Amendment ~~AND~~to ~~SECURITY~~Sponsor ~~HOLDERS ARE~~Letter ~~URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.~~Agreement

~~INVESTMENT~~On INFebruary ~~ANY~~9, ~~SECURITIES~~2024, in connection ~~DESCRIBED~~with ~~HEREIN~~the ~~HAS~~execution ~~NOT~~of ~~BEEN~~the ~~APPROVED~~BCA ORAmendment, ~~DISAPPROVED~~Keyarch, BYthe ~~THE~~Sponsor ~~SEC,~~and ~~THE~~Zooz ~~ISRAELI~~entered ~~SECURITIES~~into ~~AUTHORITY~~an amendment (the “~~ISA~~Sponsor Letter Amendment”) to that certain letter agreement, ORdated ~~ANY~~as ~~OTHER~~of ~~REGULATORY AUTHORITY~~July 30, ~~NOR~~2023 ~~HAS~~(the ~~ANY~~“Sponsor ~~AUTHORITY~~Letter ~~PASSED~~Agreement”), ~~UPON~~previously ORentered into ~~ENDORSED~~by ~~THE~~those ~~MERITS~~parties. OFThe ~~THE~~Sponsor ~~PROPOSED~~Letter ~~TRANSACTIONS~~Amendment ~~PURSUANT~~conforms TOcertain ~~WHICH~~provisions ~~ANY~~governing ~~SECURITIES~~the ~~ARE~~release of certain of the Sponsor’s TOZooz BEOrdinary ~~OFFERED~~Shares ORthat ~~THE~~will ~~ACCURACY~~be ORplaced ~~ADEQUACY~~in OFescrow ~~THE~~as ~~INFORMATION~~of ~~CONTAINED~~the ~~HEREIN.~~Closing ~~ANY~~to ~~REPRESENTATION~~the TOrevised ~~THE~~earnout ~~CONTRARY~~provisions ISin ABCA ~~CRIMINAL~~Amendment, ~~OFFENSE~~as described above.

~~Participants~~Other than as expressly modified pursuant to the Sponsor Letter Amendment, the Sponsor Letter Agreement, which was previously filed as Exhibit 10.6 to the Current Report on Form 8-K filed by Keyarch with the Securities and the SEC on August 3, 2023, remains in full force and effect. The foregoing description of the ~~Solicitation~~Sponsor Letter Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Sponsor Letter Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

ZOOZ, Keyarch, and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities in respect of the proposed Transactions. Information regarding Keyarch’s directors and executive officers and their ownership of Keyarch’s securities is set forth in Keyarch’s filings with the SEC, including Keyarch’s definitive proxy statement, dated December 28, 2023. Additional information regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement when it becomes available. These documents can be obtained free of charge from the sources indicated above.1

NoPIPE ~~Solicitation~~Investment—Subscription ~~or Offer~~Agreements

~~This~~On ~~communication~~February ~~and~~9, ~~Form~~2024, Keyarch ~~8-K~~and ~~shall~~Zooz ~~not~~entered ~~constitute~~into ansubscription ~~offer~~agreements to(collectively, ~~sell~~the or“Subscription ~~exchange~~Agreements”) orwith certain investors (the ~~solicitation~~“Subscribers”) ofto anpurchase ~~offer~~1,300,000 toof ~~buy~~Keyarch’s orClass ~~exchange~~A ~~any~~ordinary ~~securities~~shares, ~~pursuant~~par tovalue ~~the~~$0.0001 per ~~proposed~~share ~~Transactions~~(the or“PIPE ~~otherwise~~Shares”), ~~nor~~at ~~shall~~a ~~there~~price beof ~~any~~$10.00 ~~sale~~per share, for an aggregate purchase price of ~~securities~~$13,000,000, in a ~~any~~private ~~jurisdiction~~placement into ~~which~~be consummated simultaneously with the ~~offer,~~closing ~~solicitation~~of orthe Business Combination (the “PIPE Investment”). ~~sale~~The ~~would~~consummation beof ~~unlawful~~the ~~prior~~transactions tocontemplated by the ~~registration~~Subscription orAgreements ~~qualification~~is ~~under~~conditioned on the ~~securities~~substantially ~~laws~~concurrent closing of ~~any~~the ~~such~~Business ~~jurisdiction.~~Combination Noand ~~offering~~other ofcustomary ~~securities shall~~closing beconditions. ~~made~~In ~~except~~addition, bypursuant ~~means~~to ofthe aSubscription ~~prospectus~~Agreement, ~~meeting~~Zooz agreed to register the ~~requirements~~PIPE ofShares ~~Section~~and 10granted ofcustomary ~~the~~resale ~~Securities~~registration ~~Act~~rights to the Subscribers.

The foregoing description of the Subscription Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.

~~Forward-Looking~~Item ~~Statements~~3.02. Unregistered Sales of Equity Securities.

~~This~~The ~~Form~~disclosure ~~8-K~~set ~~contains,~~forth ~~and~~above ~~certain~~under ~~oral statements made by representatives of Keyarch and ZOOZ and their respective affiliates, from time to time may contain, “forward-looking statements” within~~ the ~~meaning~~heading ~~of the~~ “~~safe~~PIPE ~~harbor”~~Investment—Subscription provisions of the Private Securities Litigation Reform Act of 1995. Keyarch’s and ZOOZ’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,Agreements” ~~“estimate,” “project,”~~in ~~“budget,”~~Item “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements1.01 ~~These forward-looking statements include, without limitation, Keyarch’s and ZOOZ’s expectations with respect to future performance and anticipated financial impacts~~ of ~~the~~this ~~Transactions,~~Current ~~the~~Report ~~satisfaction~~on ofForm ~~the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward~~8-~~looking~~K ~~statements~~is ~~involve significant risks and uncertainties that could cause actual~~incorporated ~~results~~by toreference ~~differ~~into ~~materially~~this ~~from~~Item ~~expected results~~3. ~~Most of these factors are outside of the control of Keyarch or ZOOZ and are difficult to predict~~02. ~~Factors~~The ~~that~~PIPE ~~may~~Shares ~~cause such differences include, but are not limited~~ to: ~~(i)~~be ~~the~~issued ~~inability of the parties~~ to ~~successfully or timely consummate~~ the ~~Transactions,~~Subscribers ~~including~~will ~~the risk that any required regulatory or other approvals are~~ not ~~obtained,~~be ~~are~~registered ~~delayed or~~under ~~are subject to unanticipated conditions that could adversely affect~~ the ~~combined~~Securities ~~company~~Act ~~following the Transactions (the “Company”) or the expected benefits~~ of ~~the Transactions~~1933, ~~if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions;~~ ~~(iii) the ability of Keyarch prior to the Transactions, and the Company following the Transactions, to maintain or list,~~ as ~~applicable, the~~amended ~~Company’s shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation of the proposed Transaction;~~ (~~iv) costs related to~~ the ~~Transactions;~~“Securities (vAct”) ~~the failure to satisfy the conditions to the consummation of the Transactions~~, ~~including~~in ~~the~~reliance approval of the Business Combination Agreement by the shareholders of Keyarch and ZOOZ, and the satisfaction of the minimum cash requirement of the Business Combination Agreement following any redemptions by Keyarch’s public shareholders; (vi) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (vii) the outcome of any legal proceedings that may be instituted against Keyarch or ZOOZ related to the Transactions; (viii) the attraction and retention of qualified directors, officers, employees and key personnel of Keyarch and ZOOZ prior to the Transactions, and the Company following the Transactions (ix) the ability of ZOOZ prior to the Transactions, and the Company following the Transactions, to maintain relationships with its suppliers and customers and the effect of the Transactions on ~~its operating results and businesses in general; (x)~~ the ~~ability~~exemption ~~of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance ZOOZ’s corporate reputation and brand; (xii) the impact~~ from ~~future~~registration ~~regulatory,~~provided ~~judicial,~~by ~~and~~Section ~~legislative changes to ZOOZ’s or the Company’s industry;~~ 4(xiiii) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xiv) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual revenues; (xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the Company’s ability to manage its marketing relationships and realize projected revenues from customers; (xix) the Company’s ability to meet its product and/or service sales targets; (xx) the Company’s ability to execute its business plans and strategy; (xxi) the occurrence of a ~~material adverse change with respect to the financial position, performance, operations or prospects of Keyarch or ZOOZ; (xxii~~) ~~the disruption of ZOOZ’s management’s time from ongoing business operations due to the announcement and consummation of the proposed Transactions;~~ (~~xxiii~~2) ~~announcements relating to the Transactions having an adverse effect on the market price of Keyarch’s~~ ~~securities and/or ZOOZ’s securities; (xxiv) risks associated with ZOOZ being an Israeli company located in Israel and the effect~~ of ~~any judicial reforms, security and terrorist activity in or affecting Israel; (xxv)~~ the ~~lack~~Securities ofAct ~~a third party valuation in determining whether or not to pursue the proposed Transactions; (xxvi) limited liquidity~~ and ~~trading of Keyarch’s and~~/or ~~ZOOZ’s~~Regulation ~~securities; (xxvii)~~D ~~inaccuracies~~promulgated for any reason in the estimates of expenses and profitability and projected financial information for ZOOZ and/or Keyarch; and (xxviii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC, the TASE or the ISA by Keyarch or ZOOZthereunder. Keyarch or ZOOZ caution that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Forward-looking statements relate only to the date they are made, and readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date they are made. Keyarch and ZOOZ undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made whether as a result of new information, future events or otherwise, subject to applicable law.

~~Readers~~Important ~~are~~Information ~~referred to the most recent reports filed with the SEC by Keyarch~~ and asWhere ~~applicable ZOOZ. Readers are cautioned not~~ to ~~place undue reliance upon any forward-looking~~Find statements, which speak only as of the date made, and neither Keyarch nor ZOOZ undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.It

~~Nothing~~Zooz inintends ~~this~~to file with the SEC a Registration Statement on Form 8F-K4, ~~should be~~which ~~regarded~~will asinclude a ~~representation~~proxy bystatement ~~any~~of ~~person~~Keyarch that constitutes a prospectus for Zooz securities and a proxy statement for Keyarch’s shareholders (the ~~forward-looking~~“Registration ~~statements~~Statement”). ~~set~~The ~~forth~~Registration ~~herein~~Statement has ~~will~~not bebeen ~~achieved~~filed with or ~~that~~declared ~~any~~effective by the SEC. Promptly after the Registration Statement is declared effective by the SEC, Keyarch will mail the definitive proxy statement and a proxy card contained therein to its shareholders. Investors and securityholders of Keyarch and other interested persons are advised to read, when available, the Registration Statement, including preliminary proxy statement ~~contemplated~~to ~~results~~be filed with the SEC, and amendments thereto, and the definitive proxy statement in connection with Keyarch’s solicitation of proxies ~~such~~for ~~forward-looking~~the ~~statements~~extraordinary general meeting to be held to approve the Business Combination Agreement and the Business Combination (collectively, the “Transactions”) and other documents filed in connection with the proposed Transactions because these documents will contain important information about Zooz, Keyarch, the Business Combination Agreement and the Transactions. The definitive proxy statement will be ~~achieved~~mailed to shareholders of Keyarch as of a record date to be established in the future for voting on the Business Combination Agreement and the Transactions. ~~You~~The ~~should~~Registration ~~not~~Statement, ~~place~~including ~~undue~~the ~~reliance~~definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the Transactions (when they become available), and any other documents filed by Keyarch with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Keyarch at: 275 Madison Avenue, 39th Floor, New York, New York 10016. This Current Report on ~~forward~~Form 8-~~looking~~K ~~statements,~~does not contain all the information that should be considered concerning ~~which~~the ~~speak~~proposed ~~only~~Transactions asand is not intended to form the basis of any investment decision or any other decision in respect of the ~~date~~proposed Transactions. ~~they~~This ~~are~~Current ~~made~~Report on Form 8-K is not a substitute for any registration statement or for any other document that Zooz or Keyarch may file with the SEC in connection with the proposed Transactions.

3INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING, AMONG OTHER THINGS, THE BUSINESS COMBINATION AGREEMENT, THE PARTIES THERETO AND THE TRANSACTIONS.

~~Item~~INVESTMENT 9IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY (“ISA”), OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY SECURITIES AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN.01 ~~Financial~~ANY ~~Statements~~REPRESENTATION ~~and~~TO ~~Exhibits~~THE CONTRARY IS A CRIMINAL OFFENSE.

~~(d) Exhibits.~~2

Exhibit No.		Description
99.1		Release, dated February 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Participants in the Solicitation

4Zooz, Keyarch, and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of Keyarch securities in respect of the proposed Transactions. Information regarding Keyarch’s directors and executive officers and their ownership of Keyarch’s securities is set forth in Keyarch’s filings with the SEC. Additional information regarding the interests of the participants in the proxy solicitation will be included in the Registration Statement when it becomes available. These documents can be obtained free of charge from the sources indicated above.

~~SIGNATURE~~No Solicitation or Offer

~~Pursuant~~This communication and this Current Report on Form 8-K shall not constitute an offer to sell or exchange or the ~~requirements~~ solicitation of an offer to buy or exchange any securities pursuant to the ~~Securities~~proposed ~~Exchange~~Transactions ~~Act~~or otherwise, nor shall there be any sale of ~~1934,~~securities in any jurisdiction in which the ~~registrant~~offer, solicitation ~~has~~or ~~duly~~sale ~~caused~~would ~~this~~be ~~report~~unlawful prior to bethe ~~signed~~registration onor ~~its~~qualification ~~behalf~~under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the ~~undersigned~~requirements ~~hereunto duly~~of ~~authorized~~Section 10 of the Securities Act.

	KEYARCH ACQUISITION CORPORATION
	By:	/s/ Kai Xiong
		Name:	Kai Xiong
		Title:	Chief Executive Officer and Director
Dated: February 12, 2024

Forward-Looking Statements

5This Current Report on Form 8-K contains, and certain oral statements made by representatives of Keyarch and Zooz and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of federal securities laws. Keyarch’s and Zooz’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Keyarch’s and Zooz’s expectations with respect to future performance and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Keyarch or Zooz and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the inability of the parties to successfully or timely consummate the Transactions, including the risk that any required regulatory or other approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company following the Transactions (the “Company”) or the expected benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions; (iii) the ability of Keyarch prior to the Transactions, and the Company following the Transactions, to maintain or list, as applicable, the Company’s shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation of the proposed Transaction; (iv) costs related to the Transactions; (v) the failure to satisfy the conditions to the consummation of the Transactions, including the approval of the Business Combination Agreement by the shareholders of Keyarch and Zooz, and the satisfaction of the minimum cash requirement of the Business Combination Agreement following any redemptions by Keyarch’s public shareholders; (vi) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; (vii) the outcome of any legal proceedings that may be instituted against Keyarch or Zooz related to the Transactions; (viii) the attraction and retention of qualified directors, officers, employees and key personnel of Keyarch and Zooz prior to the Transactions, and the Company following the Transactions (ix) the ability of Zooz prior to the Transactions, and the Company following the Transactions, to maintain relationships with its suppliers and customers and the effect of the Transactions on its operating results and businesses in general; (x) the ability of the Company to compete effectively in a highly competitive market; (xi) the ability to protect and enhance Zooz’s corporate reputation and brand; (xii) the impact from future regulatory, judicial, and legislative changes to Zooz’s or the Company’s industry; (xiii) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; (xiv) future financial performance of the Company following the Transactions, including the ability of future revenues to meet projected annual revenues; (xv) the ability of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi) the ability of the Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability of the Company’s patents and patent applications to protect the Company’s core technologies from competitors; (xviii) the Company’s ability to manage its marketing relationships and realize projected revenues from customers; (xix) the Company’s ability to meet its product and/or service sales targets; (xx) the Company’s ability to execute its business plans and strategy; (xxi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Keyarch or Zooz; (xxii) the disruption of Zooz’s management’s time from ongoing business operations due to the announcement and consummation of the proposed Transactions; (xxiii) announcements relating to the Transactions having an adverse effect on the market price of Keyarch’s securities and/or Zooz’s securities; (xxiv) risks associated with Zooz being an Israeli company located in Israel and the effect of any judicial reforms, security and terrorist activity in or affecting Israel; (xxv) the lack of a third party valuation in determining whether or not to pursue the proposed Transactions; (xxvi) limited liquidity and trading of Keyarch’s and/or Zooz’s securities; (xxvii) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for Zooz and/or Keyarch; and (xxviii) other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC, the Tel-Aviv Stock Exchange (“TASE”) or the ISA by Keyarch or Zooz. Keyarch and Zooz caution that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Forward-looking statements relate only to the date they are made, and readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date they are made. Keyarch and Zooz undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made whether as a result of new information, future events or otherwise, subject to applicable law.

Readers are referred to the most recent reports filed with the SEC by Keyarch and, as applicable, Zooz. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and neither Keyarch nor Zooz undertakes any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved.

Item 9.01 Exhibits.

(d)

Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description

2.1		Amendment No. 1 to Business Combination Agreement, dated as of February 9, 2024, by and among Keyarch Acquisition Corporation, Zooz Power Cayman, Keyarch Global Sponsor Limited, and Zooz Power Ltd.

10.1		Amendment No. 1 to Sponsor Letter Agreement, dated as of February 9, 2024, by and among Keyarch Global Sponsor Limited, Keyarch Acquisition Corporation, and Zooz Power Ltd.

10.2		Form of Subscription Agreement by and among Keyarch Acquisition Company, Zooz Power Ltd., and the Subscribers party thereto.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KEYARCH ACQUISITION CORPORATION

	By:	/s/ Kai Xiong
		Name:	Kai Xiong
		Title:	Chief Executive Officer

Dated: February 15, 2024

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