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Form SCHEDULE 13D/A ZOOZ Strategy Ltd. Filed by: Zheng Fang

May 18, 2026 4:53 PM EDT





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Represents (i) 150,000 ordinary shares, par value NIS 0.00025 per share ("Ordinary Shares"), of ZOOZ Strategy Ltd, an Israeli company ("the "Issuer"), held by Fang Zheng, (ii) 2,219,550 Ordinary Shares held by Keyarch Global Sponsor Limited (the "Sponsor"), (iii) 8,000,000 Ordinary Shares held by Keywise Discovery Master Fund ("Keywise") and (iv) 245,250 Ordinary Shares issuable upon the exercise of private warrants of the Issuer (the "Warrants") held by the Sponsor. The Warrants are exercisable until May 4, 2029, and each Warrant is exercisable for one Ordinary Share at an exercise price of $11.50 per share. Mr. Zheng is the majority shareholder of the Sponsor and has sole voting and dispositive power over the shares held by Keywise, and as such, he may be deemed to be the beneficial owner of all of the securities of the Issuer held of record by the Sponsor and Keywise. Mr. Zheng disclaims any beneficial ownership of the reported securities held by the Sponsor and Keywise other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (2) Percentage based on 162,022,482 outstanding Ordinary Shares as of April 10, 2026, as disclosed in the Issuer's proxy statement dated April 13, 2026, filed as Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on April 13, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Represents (i) 2,219,550 Ordinary Shares held by the Sponsor and (ii) 245,250 Ordinary Shares issuable upon the exercise of private Warrants held by the Sponsor. The Warrants are exercisable until May 4, 2029, and each Warrant is exercisable for one Ordinary Share at an exercise price of $11.50 per share. Mr. Zheng is the majority shareholder of the Sponsor, and as such, he could be deemed to be the beneficial owner of all of the securities of the Issuer held of record by the Sponsor. Mr. Zheng disclaims any beneficial ownership of the reported securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (2) Percentage based on 162,022,482 outstanding Ordinary Shares as of April 10, 2026, as disclosed in the Issuer's proxy statement dated April 13, 2026, filed as Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on April 13, 2026.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of 8,000,000 Ordinary Shares held by Keywise. Mr. Zheng has sole voting and dispositive power over the shares held by Keywise, and as such, he could be deemed to be the beneficial owner of all of the shares held of record by Keywise. Mr. Zheng disclaims any beneficial ownership of the reported securities held by the Sponsor and Keywise other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (2) Percentage based on 162,022,482 outstanding Ordinary Shares as of April 10, 2026, as disclosed in the Issuer's proxy statement dated April 13, 2026, filed as Exhibit 99.2 to the Issuer's Report on Form 6-K filed with the SEC on April 13, 2026.


SCHEDULE 13D


 
Fang Zheng
 
Signature:/s/ Fang Zheng
Name/Title:Fang Zheng
Date:05/18/2026
 
Keyarch Global Sponsor Limited
 
Signature:/s/ Fang Zheng
Name/Title:Fang Zheng/Authorized Signatory
Date:05/18/2026
 
Keywise Discovery Master Fund
 
Signature:/s/ Fang Zheng
Name/Title:Fang Zheng/Authorized Signatory
Date:05/18/2026

ATTACHMENTS / EXHIBITS

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