Amendment: SEC Form SCHEDULE 13G/A filed by ZOOZ Power Ltd.
$ZOOZ
Industrial Machinery/Components
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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ZOOZ Power Ltd. (Name of Issuer) |
Ordinary shares, par value NIS 0.00286 per share (Title of Class of Securities) |
M2573A106 (CUSIP Number) |
03/21/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Y.D. More Investments Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
More Provident Funds & Pension Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
BYM More Investments Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Eli Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Yosef Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Benjamin Meirov | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Yosef Meirov | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Michael Meirov | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M2573A106 |
| 1 | Names of Reporting Persons
Dotan Meirov | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
721,999.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ZOOZ Power Ltd. | |
| (b) | Address of issuer's principal executive offices:
4B Hamelacha Street, Lod, Israel, 7152008 | |
| Item 2. | ||
| (a) | Name of person filing:
Y.D More Investments Ltd. ("Y.D. More")
More Provident Funds and Pension Ltd. ("More Provident")
B.Y.M. Mor Investments Ltd. ("B.Y.M.")
Eli Levy
Yosef Levy
Benjamin Meirov
Yosef Meirov
Michael Meirov
Dotan Meirov
Each of the foregoing entities and persons is referred to as a "Reporting Person", and collectively they are referred to as the "Reporting Persons".
Y.D More is an Israeli public company controlled through a voting agreement among the following individuals: (a) Yosef Meirov, directly and through B.Y.M., a company he controls with Michael Meirov and Dotan Meirov, (b) Benjamin Meirov (c) Yosef Levy and (d) Eli Levy through Elldot Ltd., a wholly owned company.
More Provident is a majority-owned subsidiary of Y.D. More, which owns 66.36% thereof.
More Provident directly holds all of the Ordinary Shares reported in this Amendment No. 1 to Schedule 13G and shares beneficial ownership with the other Reporting Persons due to the relationships among the Reporting Persons described above.
This Amendment No. 1 to the Schedule 13G filed by the Reporting Persons on April 10, 2024 (the "Original Schedule 13G") is being filed to report that as of March 21, 2025, due to the sale of Ordinary Shares by More Provident and the expiration of warrants to purchase Ordinary Shares held by More Provident and other affiliates of the Reporting Persons, there has been a decrease of more than 5% in the beneficial ownership of the Reporting Persons relative to the beneficial ownership reported by them in the Original Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
c/o Y.D More Investments Ltd., 2 Ben-Gurion Street, Ramat Gan, Israel | |
| (c) | Citizenship:
Y.D. More - Israel
More Provident - Israel
B.Y.M. - Israel
Eli Levy - Israel
Yosef Levy - Israel
Benjamin Meirov - Israel and U.S.
Yosef Meirov - Israel and Belgium
Michael Meirov - Israel and U.S. | |
| (d) | Title of class of securities:
Ordinary shares, par value NIS 0.00286 per share | |
| (e) | CUSIP No.:
M2573A106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Y.D More: 721,999 Ordinary Shares
More Provident: 721,999 Ordinary Shares
B.Y.M.: 721,999 Ordinary Shares
Eli Levy: 721,999 Ordinary Shares
Yosef Levy: 721,999 Ordinary Shares
Benjamin Meirov: 721,999 Ordinary Shares
Yosef Meirov: 721,999 Ordinary Shares
Michael Meirov: 721,999 Ordinary Shares
Dotan Meirov: 721,999 Ordinary Shares | |
| (b) | Percent of class:
Y.D More: 6.0%
More Provident: 6.0%
B.Y.M.: 6.0%
Eli Levy: 6.0%
Yosef Levy: 6.0%
Benjamin Meirov: 6.0%
Yosef Meirov: 6.0%
Michael Meirov: 6.0%
Dotan Meirov: 6.0%
Percentages reflected herein are based on 12,105,496 Ordinary Shares of the Issuer that were outstanding as of February 20, 2025, as reported in the Issuer's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 7, 2025. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Reporting Persons: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Y.D More: 721,999
More Provident: 721,999
B.Y.M.: 721,999
Eli Levy: 721,999
Yosef Levy: 721,999
Benjamin Meirov: 721,999
Yosef Meirov: 721,999
Michael Meirov: 721,999
Dotan Meirov: 721,999 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Reporting Persons: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Y.D More: 721,999
More Provident: 721,999
B.Y.M.: 721,999
Eli Levy: 721,999
Yosef Levy: 721,999
Benjamin Meirov: 721,999
Yosef Meirov: 721,999 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The securities reported herein are held by More Provident for the benefit of beneficiaries of various provident and pension funds. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Signature duly authorized by resolution of the Board of Directors and filed herewith.
** Executed by Meir Gridish, Attorney-in-Fact, pursuant to a Limited Power of Attorney previously filed.
Exhibit Information
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Exhibit 1 - Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Original Schedule 13G, filed by the Reporting Persons on April 10, 2024):
https://www.sec.gov/Archives/edgar/data/1870364/000117891324001294/exhibit_1.htm
Exhibit 2 - Resolution of Board of Directors regarding signature authority of Y.D More Investments Ltd. (incorporated herein by reference to Exhibit 2 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_2.htm
Exhibit 3 - Resolution of Board of Directors regarding signature authority of More Provident Funds and Pension Ltd. (incorporated herein by reference to Exhibit 3 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_3.htm
Exhibit 4 - Limited Power of Attorney executed on behalf of Mr. Benjamin Meirov (incorporated herein by reference to Exhibit 4 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_4.htm
Exhibit 5 - Limited Power of Attorney executed on behalf of Mr. Yosef Meirov (incorporated herein by reference to Exhibit 5 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_5.htm
Exhibit 6 - Limited Power of Attorney executed on behalf of Mr. Michael Meirov (incorporated herein by reference to Exhibit 6 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_6.htm
Exhibit 7 - Limited Power of Attorney executed on behalf of Mr. Dotan Meirov (incorporated herein by reference to Exhibit 7 to Schedule 13G filed by the Reporting Persons on June 21, 2022 to report beneficial ownership of shares of Brenmiller Energy Ltd.):
https://www.sec.gov/Archives/edgar/data/1870364/000117891322002421/exhibit_7.htm |