Exhibit 99.1

Execution Ready

ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Public Warrant Agreement (as defined below) (and if such term is not defined in the Public Warrant Agreement, then the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, SPAC and the Agent are parties to (i) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this Amendment, the “Public Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares underlying the units of the SPAC issued in SPAC’s initial public offering (“IPO”) (the “Public Warrants”), and (ii) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this Amendment, the “Private Warrant Agreement,” together with the Public Warrant Agreement, each a “Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (A) the warrants to purchase ordinary shares underlying the units of SPAC acquired by Keyarch Global Sponsor Limited (the “Sponsor”) and EarlyBirdCapital, Inc., as representative of the several underwriters in the IPO, in a private placement concurrent with the IPO (the “Placement Warrants”), and (B) the warrants to purchase shares of ordinary shares underlying the units of SPAC issuable to the Sponsor or an affiliate of the Sponsor or certain officers and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants,” together with Placement Warrants, the “Private Warrants” and together with the Public Warrants, the “Warrants”);

WHEREAS, (i) SPAC, (ii) the Company, (iii) Zooz Power Caymen, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), and (iv) the Sponsor, in the capacity as the SPAC Representative thereunder (the “SPAC Representative”), are parties to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other matters, prior to consummation of the transactions contemplated thereby (the “Closing”), the Company agreed to effect a recapitalization (the “Recapitalization”), where each Continuing Warrant and each Continuing Company Option outstanding immediately prior to the consummation of the Recapitalization shall become a warrant or an option to purchase such number of Company Ordinary Shares, and at Closing, pursuant to which the parties thereto intend to effect the merger of Merger Sub with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”), with the holders of (I) SPAC Class A ordinary shares of SPAC (“SPAC Ordinary Shares”) (including those that were part of the SPAC’s publicly traded subunits) will receive one (1) Company Ordinary Share, (II) Class B ordinary shares of SPAC receiving one (1) Company Ordinary Share and (III) warrants of SPAC receiving an equivalent warrant of the Company (“Company Warrants”);

WHEREAS, upon consummation of the Merger, each of the issued and outstanding Public Warrants will no longer be exercisable for SPAC Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Public Warrant Agreement as amended hereby) for the same number of Company Ordinary Shares at the same exercise price per share during the same exercise period (subject to any adjustments for share splits, reverse share splits etc., and as may otherwise be required pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law); and

WHEREAS, all references to “Class A ordinary shares” in the Public Warrant Agreement (including all Exhibits thereto) shall mean ordinary shares with a par value of ILS 0.00025 each, of the Company (together with any other securities of the Company or any successor entity issued in consideration of (including as a share split, dividend or distribution) or in exchange for any of such securities, “Company Ordinary Shares”);

WHEREAS, the board of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Public Warrant Agreement); and

WHEREAS, in connection with the Merger, SPAC desires to assign all of its right, title and interest in the Public Warrant Agreement to the Company, and the Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Public Warrant Agreement with the same force and effect as if the Company were initially a party to the Public Warrant Agreement (subject to any requirements pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

(a) Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Public Warrant Agreement as if they were set forth therein.

(b) Preamble. The preamble of the Public Warrant Agreement is hereby amended by deleting “Keyarch Acquisition Corporation, a Cayman Islands exempted company” and replacing it with “Zooz Power Ltd., an Israeli company”. As a result thereof, all references to the “Company” in the Public Warrant Agreement shall be amended such that they refer to the Company rather than SPAC.

(c) Reference to Company Ordinary Shares. All references to “Class A ordinary shares” in the Public Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary Shares.

(d) Notices. Section 9.2 of the Public Warrant Agreement is hereby amended to delete the address of the Company for notices under the Public Warrant Agreement and instead add the following address for notices to Company:

3. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Public Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Public Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Public Warrant Agreement in the Public Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Public Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Public Warrant Agreement, as it applies to the amendments to the Public Warrant Agreement herein, including without limitation Section 9 of the Public Warrant Agreement.

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IN WITNESS WHEREOF, each party hereto has caused this Assignment, Assumption, and Amendment to the Public Warrant Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.

[Signature Page to Assignment, Assumption, and Amendment to the Public Warrant Agreement]

Exhibit 99.2

Execution Ready

ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Private Warrant Agreement (as defined below) (and if such term is not defined in the Private Warrant Agreement, then the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, SPAC and the Agent are parties to (i) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this Amendment, the “Public Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares underlying the units of the SPAC issued in SPAC’s initial public offering (“IPO”) (the “Public Warrants”), and (ii) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this Amendment, the “Private Warrant Agreement,” together with the Public Warrant Agreement, each a “Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (A) the warrants to purchase ordinary shares underlying the units of SPAC acquired by Keyarch Global Sponsor Limited (the “Sponsor”) and EarlyBirdCapital, Inc., as representative of the several underwriters in the IPO, in a private placement concurrent with the IPO (the “Placement Warrants”), and (B) the warrants to purchase shares of ordinary shares underlying the units of SPAC issuable to the Sponsor or an affiliate of the Sponsor or certain officers and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants,” together with Placement Warrants, the “Private Warrants” and together with the Public Warrants, the “Warrants”);

WHEREAS, (i) SPAC, (ii) the Company, (iii) Zooz Power Cayman, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), and (iv) the Sponsor, in the capacity as the SPAC Representative thereunder (the “SPAC Representative”), are parties to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, among other matters, prior to consummation of the transactions contemplated thereby (the “Closing”), the Company agreed to effect a recapitalization (the “Recapitalization”), where each Continuing Warrant and each Continuing Company Option outstanding immediately prior to the consummation of the Recapitalization shall become a warrant or an option to purchase such number of Company Ordinary Shares, and at Closing, pursuant to which the parties thereto intend to effect the merger of Merger Sub with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”), with the holders of (I) SPAC Class A ordinary shares of SPAC (“SPAC Ordinary Shares”) (including those that were part of the SPAC’s publicly traded subunits) will receive one (1) Company Ordinary Share, (II) Class B ordinary shares of SPAC receiving one (1) Company Ordinary Share and (III) warrants of SPAC receiving an equivalent warrant of the Company (“Company Warrants”);

WHEREAS, upon consummation of the Merger, each of the issued and outstanding Private Warrants will no longer be exercisable for SPAC Ordinary Shares but instead will be exercisable (subject to the terms and conditions of the Private Warrant Agreement as amended hereby) for the same number of Company Ordinary Shares at the same exercise price per share during the same exercise period (subject to any adjustments for share splits, reverse share splits etc., and as may otherwise be required pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law); and

WHEREAS, all references to “Class A ordinary shares” in the Private Warrant Agreement (including all Exhibits thereto) shall mean ordinary shares, with a par value of ILS 0.00025 each, of the Company (together with any other securities of the Company or any successor entity issued in consideration of (including as a share split, dividend or distribution) or in exchange for any of such securities, “Company Ordinary Shares”);

WHEREAS, the board of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Private Warrant Agreement); and

WHEREAS, in connection with the Merger, SPAC desires to assign all of its right, title and interest in the Private Warrant Agreement to the Company, and the Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Private Warrant Agreement with the same force and effect as if the Company were initially a party to the Private Warrant Agreement (subject to any requirements pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment and Assumption; Consent.

(a) Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s right, title and interest in and to the Private Warrant Agreement and the Private Warrants (each as amended hereby) as of the Effective Time (as defined below). The Company hereby assumes, and agrees to perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Private Warrant Agreement and the Private Warrants (each as amended hereby) arising from and after the Effective Time with the same force and effect as if the Company were initially a party to the Private Warrant Agreement.

(b) Consent. The Warrant Agent hereby consents to the assignment of the Private Warrant Agreement and the Private Warrants by SPAC to the Company and the assumption by the Company of the SPAC’s obligations under the Private Warrant Agreement pursuant to Section 1.1 hereof effective as of the Effective Time, the assumption of the Private Warrant Agreement and Private Warrants by the Company from SPAC pursuant to Section 1.1 hereof effective as of the effective time of the Merger (the “Effective Time”), and to the continuation of the Private Warrant Agreement and Private Warrants in full force and effect from and after the Effective Time, subject at all times to the Private Warrant Agreement and Private Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Private Warrant Agreement and this Agreement.

2. Amendments to Private Warrant Agreement. The parties hereto hereby agree to the following amendments to the Private Warrant Agreement:

(a) Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Private Warrant Agreement as if they were set forth therein.

(b) Preamble. The preamble of the Private Warrant Agreement is hereby amended by deleting “Keyarch Acquisition Corporation, a Cayman Islands exempted company” and replacing it with “Zooz Power Ltd., an Israeli company”. As a result thereof, all references to the “Company” in the Private Warrant Agreement shall be amended such that they refer to the Company rather than SPAC.

(c) Reference to Company Ordinary Shares. All references to “Class A ordinary shares” in the Private Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary Shares.

(d) Notices. Section 8.2 of the Private Warrant Agreement is hereby amended to delete the address of the Company for notices under the Private Warrant Agreement and instead add the following address for notices to Company:

3. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Private Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Private Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Private Warrant Agreement in the Private Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Private Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Private Warrant Agreement, as it applies to the amendments to the Private Warrant Agreement herein, including without limitation Section 8 of the Private Warrant Agreement.

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IN WITNESS WHEREOF, each party hereto has caused this Assignment, Assumption, and Amendment to the Private Warrant Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.

[Signature Page to Assignment, Assumption, and Amendment to the Private Warrant Agreement]

Exhibit 99.3

Execution Copy

CONFIDENTIAL

AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT

This AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT (this “Amendment”) is entered into as of April 4, 2024, by and among EarlyBirdCapital, Inc. (“Advisor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Zooz Power Ltd., an Israeli company (“Zooz”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Marketing Agreement (as defined below), and if not defined therein, then in the BCA (as defined below).

WHEREAS, the Advisor and the Company entered into that certain Business Combination Marketing Agreement, dated as of January 24, 2022 (the “Business Combination Marketing Agreement”), whereby the Advisor agreed to assist the Company in connection with the Company’s business combination with one or more businesses or entities as described in the Company’s Registration Statement on Form S-1 (File No. 333-261500);

WHEREAS, the Company is a party 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, and as it may further be amended or supplemented from time to time in accordance with its terms, the “BCA”), with Zooz, Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of Zooz (“Merger Sub”), and Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity as the SPAC Representative thereunder, pursuant to which, subject to the terms and conditions thereof, among other matters, (a) Zooz will conduct a recapitalization pursuant to which among other things, each then-outstanding Zooz ordinary share, par value NIS 0.00025, will become and be converted into such number of Zooz ordinary shares as is determined by multiplying such Zooz ordinary share by the Conversion Ratio (the “Recapitalization”), and (b) subject to completion of the Recapitalization, at the Effective Time, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity in connection therewith (the “Merger”), and as a result of which, (i) the Company shall become a wholly-owned subsidiary of Zooz, (ii) all of the issued and outstanding ordinary shares of the Company will be exchanged for Zooz ordinary shares on a one-for-one basis, (iii) the registered holder of each outstanding right to receive one tenth (1/10) of one SPAC Class A ordinary share (collectively, the “SPAC Rights”) will be issued the number of full shares of SPAC Class A ordinary shares to which such holder of SPAC Rights is eligible, and which shall be exchanged for the equivalent number of Zooz ordinary shares, (iv) all of the issued and outstanding warrants to purchase ordinary shares of the Company will be exchanged for substantially similar warrants of Zooz (preserving the existing public or private nature of such SPAC warrants) on a one-for-one basis, (v) up to an additional 4,000,000 Zooz ordinary shares will be contingently issuable, in the form of an earnout which is subject to certain terms and conditions relating to the price of the Zooz ordinary shares following the Effective Time, to those existing holders of Zooz ordinary shares immediately prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) at a record date to be determined by the Company in coordination with the TASE, during the five-year period following the end of the fiscal quarter after consummation of the Business Combination and (vi) Zooz ordinary shares issued in the Merger will be listed for trading on the Nasdaq, all upon the terms and subject to the conditions set forth in the BCA and in accordance with the provisions of applicable law; and

WHEREAS, in contemplation of the transactions contemplated by the BCA, the Company, the Advisor and Zooz have agreed to amend the fee payable to the Advisor under the Business Combination Marketing Agreement with respect to the consummation of the transactions contemplated by the BCA and to add Zooz as a party to be jointly and severally liable for the payment and indemnity obligations of the Company under the Business Combination Marketing Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Amendments to Business Combination Marketing Agreement. The parties hereby agree to amend the Business Combination Agreement as follows:

1.1 Section 1(b) of the Business Combination Marketing Agreement is hereby amended to delete such section in its entirety and replace it with the following:

“(b) As compensation for the foregoing services, upon the consummation (the “Closing”) of the Company’s Business Combination with Zooz Power Ltd., an Israeli company (“Zooz”), the Company will pay the Advisor a fee equal to One Million Five Hundred Thousand Dollars ($1,500,000) (the “Fee”), with (i) a portion of the Fee (the “Closing Payment”) equal to the sum of (A) Five Hundred Thousand Dollar ($500,000) plus (B) 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 (up to a maximum amount for the Closing Payment equal to the Fee) paid in cash at the Closing by wire transfer of immediately available funds to an account designated in writing by the Advisor, and (ii) any remaining portion of the Fee not paid at the Closing by the Closing Payment satisfied by the delivery by Zooz and Keyarch Global Sponsor Limited, a Cayman Islands exempted company, of a promissory note in substantially the form attached hereto as Exhibit A (the “Note”).”

1.2 Exhibit A to this Amendment and the form of Note attached thereto are hereby added as Exhibit A to the Business Combination Marketing Agreement.

1.3 Sections 1(c) and 1(e) of the Business Combination Agreement are hereby amended to delete such sections in their entirety and replace them with the following: “[reserved]”

1.4 Section 1(d) of the Business Combination Agreement is hereby amended to delete the first sentence of such section.

1.5 Section 2 of the Business Combination Marketing Agreement is hereby amended to delete such section in its entirety and replace it with the following:

“2. Expenses.

At the Closing, the Company shall reimburse the Advisor $10,000 for its reasonable out-of-pocket costs and expenses incurred (including the fees and disbursements of its counsel) in connection with the performance of its services hereunder and in connection with the negotiation and execution of this Agreement, the Note and other documents related to the Business Combination with Zooz.”

1.6 Section 10 of the Business Combination Marketing Agreement is hereby amended to add the following after the end of the first sentence of Section 10:

“The address for notices to Zooz under this Agreement shall be as follows:

Zooz Power Ltd.

13 Hamelacha St.

Lod 7152025, Israel

Attn: Boaz Weizer, CEO

With a copy (which shall not constitute notice) to:

Shibolet & Co.

4 Yitzhak Sadeh St. Tel Aviv 6777504, Israel

Attn: Ofer Ben-Yehuda”

1.7 Section 13 of the Business Combination Marketing Agreement shall be amended to add the following at the end of the Section:

“Notwithstanding the foregoing, any provisions of this Agreement that are expressly or otherwise required to be governed by the Israeli Companies Law, 1999, as amended and the regulations promulgated thereunder or by the Israeli Securities Law, 1968, as amended and the regulations promulgated thereunder (collectively, “Israeli Law”), shall be governed by Israeli Law (without giving effect to choice of law principles thereof) in respect of which the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Israel.”

1.8 The following new Section 15 is hereby added to the Business Combination Marketing Agreement:

“15. Assumption by Zooz.

Zooz hereby agrees that from and after the Closing, it will be jointly and severally liable for the obligations of the Company under this Agreement, including without limitation the obligations of the Company for cash payments required at the Closing under Section 1(b) (which the Company undertakes to satisfy prior to or at the Closing), any expense reimbursement obligations required to be paid at the Closing under Section 2 (which the Company undertakes to satisfy prior to or at the Closing), and the indemnification obligations of the Company under Section 5 and Annex I. Anything to the contrary notwithstanding, at the Closing or immediately prior thereto, the Company shall make the cash payments required under Section 1(b) and satisfy any expense reimbursement obligations under Section 2.”

2. Effectiveness. This Amendment shall be binding upon each party upon such party’s execution and delivery of this Amendment, but this Amendment shall only become effective upon the Closing. In the event that the BCA is validly terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and become null and void, and the parties shall have no obligations under this Amendment, and the terms of the original Business Combination Marketing Agreement shall be reinstated without giving effect to this Amendment.

3. Miscellaneous. The terms of this Amendment shall be interpreted, enforced, governed by and construed in a manner consistent with the provisions of the Business Combination Marketing Agreement. Except as expressly provided in this Amendment, all of the terms and provisions in the Business Combination Marketing Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Business Combination Marketing Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Business Combination Marketing Agreement in the Business Combination Marketing Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Business Combination Marketing Agreement, as amended or modified by this Agreement (or as the Business Combination Marketing Agreement may be further amended, modified or supplemented after the date hereof in accordance with the terms thereof). This Amendment may be executed in any number of original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

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IN WITNESS WHEREOF, each party hereto has caused this Amendment to be signed and delivered by its respective duly authorized officer as of the date first above written.

{Signature Page to Amendment to Business Combination Marketing Agreement}

Exhibit 99.4

Execution Copy

AMENDMENT NO. 3 TO LETTER AGREEMENT

This Amendment No. 3 (this “Amendment”), dated as of April 4, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.

WHEREAS, reference is made 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, and as it may be further amended, supplemented or modified from time to time, the “BCA”), by and among SPAC, the Company, Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company, and the Sponsor, in the capacity as the SPAC Representative thereunder;

WHEREAS, SPAC, the Company and the Sponsor are parties to that certain Sponsor Letter Agreement, dated as of July 30, 2023, as amended on February 9, 2024 and March 15, 2024 (the “Letter Agreement”);

WHEREAS, the parties hereto desire to amend the Letter Agreement as set forth herein; and

WHEREAS, Section 8 of the Letter Agreement provides that the Letter Agreement may be amended by a written instrument executed by all parties thereto.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendments. The parties hereto hereby amend the Letter Agreement as follows:

(a) Section 1 of the Letter Agreement is hereby amended to add the following at the end of such Section: “Notwithstanding the foregoing, the total number of Payment Shares will not exceed 620,000 Subject Founder Shares.”

(b) Section 2 of the Letter Agreement is hereby amended to delete such section in its entirety and replace it with the following:

“2. Sponsor Escrow Shares. The Sponsor hereby agrees that, upon and subject to the Closing, any Subject Founder Shares that are not transferred to Payees as contemplated by Section 1 hereof (the Subject Founder Shares less any Payment Shares (such net number, subject to equitable adjustment for stock splits, reorganizations, combinations, exchanges, readjustment of shares, recapitalizations, share sub-divisions (including share consolidations), split-up and the like, including to account for any equity securities into which such shares are exchanged or converted and similar transactions affecting the Company Ordinary Shares after the date of this Agreement) are referred to herein as the “Sponsor Escrow Shares”) shall be placed into the Sponsor Escrow Account (as hereinafter defined). The Sponsor hereby agrees that, prior to the Closing, it shall enter into an escrow agreement with the Company, SPAC, EarlyBirdCapital, Inc. (“EBC”) and Continental Stock Transfer and Trust Company (or another escrow agent reasonably acceptable to the Sponsor and the Company), as escrow agent (the “Escrow Agent”), in form and substance to be mutually agreed by the parties thereto prior to the Closing (the “Escrow Agreement”), and, upon and subject to the Closing, the Sponsor shall deposit the Sponsor Escrow Shares, the “Sponsor Escrow Shares”) into a segregated escrow account (the “Sponsor Escrow Account”) with the Escrow Agent to be held, along with any equity securities paid as special or other extraordinary dividends or distributions paid by the Company (to the extent the Company decides in its sole discretion to pay any such equity securities as dividends or distributions) on the Sponsor Escrow Shares (“Escrow Earnings”), in the Sponsor Escrow Account and disbursed in accordance with the terms of this Agreement, the Sponsor Escrow Agreement, the Promissory Note, dated as of April 4, 2024, by and among the Company and the Sponsor, as makers, and EBC, as payee (the “EBC Note”), and the Promissory Note, dated as of April 4, 2024, by and among the Company and the Sponsor, as makers, and the Sponsor, as payee (the “Sponsor Note”). In addition, the Sponsor Escrow Shares shall be subject to, upon and subject to the Closing, the voting proxy attached hereto as Exhibit A (“Voting Proxy”) for so long as the Sponsor Escrow Shares are required to be held in the Sponsor Escrow Account. The parties acknowledge that the Sponsor Escrow Shares and Escrow Earnings shall first be disbursed from the Sponsor Escrow Account to satisfy the Sponsor’s obligations, if any at such time, under the EBC Note and then the Sponsor’s obligations, if any at such time, under the Sponsor Note, and any remaining Sponsor Escrow Shares and Escrow Earnings, if any, after satisfying such obligations (the “Sponsor Earnout Shares”), shall be subject to the terms of Sections 4, 5 and 6 of this Agreement.”

(c) Section 3 of the Letter Agreement is hereby amended to add the following at the end of such Section: “For the avoidance of doubt, notwithstanding the foregoing, the Sponsor shall be permitted to transfer the Sponsor Escrow Shares and Escrow Earnings to EBC and the Sponsor as required by the EBC Note and the Sponsor Note, respectively, and the parties acknowledge that EBC will not be subject to the transfer restrictions contained in the Insider Letter with respect to any Sponsor Escrow Shares and Escrow Earnings transferred to EBC under the EBC Note.”

(d) Section 5 of the Letter Agreement is hereby amended to add the following at the end of such Section: “Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Release Event or Triggering Event while there are still any remaining obligations under the EBC Note or the Sponsor Note, the related Sponsor Earnout Shares and Escrow Earnings subject to such Release Event or Trigger Event will no longer be subject to the other provisions of Sections 3 through 7 of this Agreement, but will be retained in the Escrow Account to be used to satisfy the obligations under the EBC Note and the Sponsor Note and will not be disbursed from the Escrow Account to the Sponsor hereunder until such obligations have been fully satisfied.”

2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Letter Agreement are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Letter Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Letter Agreement in the Letter Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Letter Agreement, as amended by this Amendment, and the BCA and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Letter Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. This Amendment shall be construed, interpreted, governed and enforced in a manner consistent with the provisions of the BCA. In the event of any conflict between the terms of the Letter Agreement, as amended by this Amendment, and the BCA, the terms of the BCA shall govern. The Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. The Letter Agreement may not be changed, amended or modified, except by a written instrument executed by all parties hereto, and no provision thereof may be waived, except in writing signed by the party against whom enforcement of such provision is sought. No party hereto may assign either the Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties, and any purported assignment in violation of this provision shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. Nothing in this Amendment, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The provisions set forth in Sections 10.2 through 10.8 and 10.10 through 10.13 of the BCA, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Amendment as if all references to the “Agreement” in such sections were instead references to this Amendment, and the references therein to the “Parties” were instead to the parties to this Amendment, mutatis mutandis. Notwithstanding anything to the contrary contained herein, in the event that the BCA is terminated in accordance with its terms prior to the Closing, this Amendment shall automatically terminate and become null and void, and the parties shall not have any rights or obligations hereunder.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set forth above.

{Signature Page to Amendment No. 3 to Sponsor Letter Agreement}