ZOOZ Power Ltd.

PROXY MATERIALS

Copies of the proxy card, the notice of the Meeting and this Proxy Statement are available atwww.zoozpower.com. Information about the Meeting can also be found on the “Investor Relations” section of our website. The contents of our and any other website are not incorporated by reference into this Proxy Statement.

Item no. 1(A)To approve THE SUBSEQUENT PRIVATE PLACEMENT AND RELATED AGREEMENTS, transactions and arrangements thereto, forming an integral part thereof

Background

On July 29, 2025, the Company entered into a Securities Purchase Agreement (the “Initial Purchase Agreement”) for a private placement (the “Initial Private Placement”) with certain institutional and other accredited investors for the purchase of 1,000,000 Ordinary Shares (the “Initial Shares”), and in lieu of Ordinary Shares to certain investors that so chose (or are required, for the purpose of not exceeding the Ownership Cap, as defined below), pre-funded warrants to acquire up to 1,500,000 Ordinary Shares (the “Initial Pre-Funded Warrants”) and warrants to acquire up to 5,000,000 Ordinary Shares (the “Ordinary Warrants”), for an aggregate purchase price of $5,000,000. The closing of the Initial Private Placement occurred on July 31, 2025 (the “Initial Closing”). The Company is utilizing a portion of the net proceeds from the Initial Private Placement to repay a portion of its outstanding promissory notes and the remainder for general corporate purposes as shall be determined by the Board of Directors in its sole discretion.

On July 29, 2025, the Company entered into an additional Securities Purchase Agreement (the “Subsequent Purchase Agreement” and together with the Initial Purchase Agreement, the “Purchase Agreements”) for a private placement (the “Subsequent Private Placement” and together with the Initial Private Placement, the “Private Placement”) with certain institutional and other accredited investors (the investors in the Private Placement, the “Purchasers”) for the purchase of 170,485,350 Ordinary Shares (the “Subsequent Shares” and together with the Initial Shares, the “Shares”) and in lieu of Ordinary Shares to certain investors that so chose (or are required, for the purpose of not exceeding the Ownership Cap, as defined below), pre-funded warrants to acquire up to 5,000,000 Ordinary Shares (the “Subsequent Pre-Funded Warrants” and together with the Initial Pre-Funded Warrants, the “Pre-Funded Warrants”), for an aggregate purchase price of approximately $180,000,000 from the Private Placement, before deducting fees to the placement agent and offering expenses payable by the Company. The closing of the Subsequent Private Placement is expected to occur on the second business day following the date of the Meeting (subject to shareholder approval) (the “Subsequent Closing”), subject to customary closing conditions. The Company intends to use the majority of the net proceeds from the Subsequent Private Placement to execute on its new cryptocurrency treasury program, by building a reserve of bitcoin, as further detailed below and as disclosed in the Company’s report on Form 6-K filed with the SEC on July 29, 2025 (the “Announcement 6-K”), with the remaining portion of the net proceeds to repay a portion of its outstanding promissory notes and for general corporate purposes as shall be determined by the Board of Directors in its sole discretion.

The Initial Pre-Funded Warrants are exercisable upon their issuance, and will not expire until exercised in full. The Subsequent Pre-Funded Warrants will be exercisable following the shareholder approval at the Meeting and will not expire until exercised in full. The initial exercise price of the Pre-Funded Warrants is $0.001 per underlying Ordinary Share. The exercise price and number of Ordinary Shares issuable upon exercise of the Pre-Funded Warrants will be subject to adjustment in the event of share dividends, share splits, recapitalization or similar events affecting the Ordinary Shares. A holder may not exercise any portion of such holder’s Pre-Funded Warrants to the extent that the holder would own more than 4.99% or 9.99% of the Company’s outstanding Ordinary Shares immediately after exercise, as applicable, which percentage may be increased by the holder to a maximum of 19.99% pursuant to the requirements of applicable rules (the “Ownership Cap”).

The Ordinary Warrants are exercisable commencing on the date of the Meeting (subject to shareholder approval) (the “Initial Exercise Date”) and may be exercised for five years from the Initial Exercise Date at an exercise price of $3.06 per underlying Ordinary Share. The exercise price and number of Ordinary Shares issuable upon exercise of the Ordinary Warrants will be subject to adjustment in the event of share dividends, share splits, recapitalization or similar events affecting the Ordinary Shares. A holder may not exercise any portion of such holder’s Ordinary Warrants to the extent that the holder would own more than 4.99% or 9.99% of the Company’s outstanding Ordinary Shares immediately after exercise, as applicable, which percentage may be increased by the holder up to the Ownership Cap.

Also on July 29, 2025, the Company entered into a Registration Rights Agreement with the Purchasers under each of the Purchase Agreements. In connection with the Initial Purchase Agreement, the Company entered into a Registration Rights Agreement relating to the resale of the Initial Shares and the Ordinary Shares underlying the Initial Pre-Funded Warrants along with a second Registration Rights Agreement relating to the Ordinary Shares underlying the Ordinary Warrants (the “Initial Registration Rights Agreements” and the “Subsequent Registration Rights Agreement,” respectively, and together, the “Registration Rights Agreements”), which provides that the Company will register with the SEC the resale of the (i) Initial Shares and the Ordinary Shares issuable upon exercise of the Initial Pre-Funded Warrants no later than 10 business days following the date of the Initial Closing and (ii) Ordinary Shares issuable upon exercise of the Ordinary Warrants along with the Subsequent Shares and Ordinary Shares issuable upon exercise of each of the Subsequent Pre-Funded Warrants no later than 5 business days following the date of the Meeting (subject to shareholder approval of Items No. 1 and 2). The Company has agreed to use its commercially reasonable efforts to have the registration statements declared effective as soon as practicable after being filed, subject to certain exceptions. The Company has also agreed to, among other things, indemnify each Purchaser, its officers, directors, agents and each person who controls such Purchaser under the registration statement from certain liabilities and pay all reasonable expenses (excluding any underwriting discounts and commissions) incident to the Company’s obligations under the Registration Rights Agreement.

The Private Placement, including all agreements, transactions and arrangements related thereto, as detailed in this Proxy Statement, was approved by the Board of Directors in the composition in effect prior to the Initial Closing.

Chardan Capital Markets LLC (“Chardan”) is acting as placement agent to the Company in connection with the Private Placement.

The Company faces significant challenges in the market for its legacy EV ultra-fast charging infrastructure and related operations, including increasing competition, the need for substantial capital investments, and a relatively slow pace of new technology adoption. This situation necessitates a fundamental strategic shift to ensure the Company’s continued existence and growth.

At the business level, the Company has identified the cryptocurrency market, particularly bitcoin as a reserve asset, as a field with substantial growth potential and significant relative advantages. Entering this domain allows the Company to diversify its operations and reduce reliance on its legacy core market.

At the financial level, the Company requires substantial capital raising to ensure its continued operations and to fund its strategic transition. Given market conditions and the Company’s position in its legacy core market, the Company faced substantial challenges in previous capital raising efforts. Based on the above, the Company views the Private Placement as the viable solution that has materialized, enabling the Company to inject crucial capital, secure its liquidity, and finance its new bitcoin strategy. Failure to approve this transaction could lead to insufficient funds for ongoing operations, drastic operational cutbacks, and even cessation of the Company’s activities, as further detailed below.

The Private Placement, if approved, will dramatically increase the Company’s capital base, enable it to implement its new bitcoin strategy, and enhance its ability to raise additional financing in the future. Furthermore, the investment from strategic players with expertise in the cryptocurrency space signifies a strong vote of confidence in the Company and its new direction, which is expected to positively impact the share price in the long term. The transaction also includes mechanisms for further investment (such as warrants), which will further strengthen the Company’s capital base.

In connection with the Company’s launch of its new cryptocurrency treasury strategy, the Company adopted bitcoin as its primary treasury reserve asset on an ongoing basis, subject to market conditions and its anticipated cash needs. The Company’s strategy includes acquiring and holding bitcoin using cash flows from operations that exceed working capital requirements, and from time to time, subject to market conditions, issuing equity or debt securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin, such as in the Private Placement. The Company has not set any specific target for the amount of bitcoin it seeks to hold, and the Company will continue to monitor market conditions in determining whether to engage in additional bitcoin purchases. This overall strategy also contemplates that the Company may periodically sell bitcoin for general corporate purposes or in connection with strategies that generate tax benefits in accordance with applicable law, enter into additional capital raising transactions, including those that could be collateralized by its bitcoin holdings, and consider pursuing strategies to create income streams or otherwise generate funds using its bitcoin holdings.

For additional information regarding the Company’s new cryptocurrency treasury strategy, including overview of the bitcoin industry and market, execution of bitcoin transactions, custody of the Company’s bitcoin, the Company’s legacy EV ultra-fast charging infrastructure and related operations and risks related to the Company’s bitcoin treasury strategy, see the Announcement 6-K.