Zooz Power Ltd.

Regulatory Filings • Jan 1, 2026

form6-k.htm 6-K 1 of 4 6-K 12/31/2025 12:39 PM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number: 001-42005

ZOOZ Strategy Ltd.

(Translation of registrant's name into English)

4B Hamelacha St. Lod 7152008 Israel

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

ZOOZ Strategy Ltd.

On December 31, 2025, ZOOZ Strategy Ltd. (the "Company") issued a letter to its shareholders, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated by reference herein.

On December 31, 2025, the Company also published its investors presentation, a copy of which is furnished as Exhibit 99.2 to this Report on Form 6-K and incorporated by reference herein.

This Report on Form 6-K and the information incorporated by reference into this Report on Form 6-K and the exhibit hereto, is hereby incorporated by reference into the Company's Registration Statement on Form S-8, File No. 333-280741, and into the Company's Registration Statements on Form F-3, File Nos. 333-288280, 333-288916, 333-289655, 333-290571 and 333-290638.

EXHIBIT INDEX

Exhibit No. Description

99.1 Letter to Shareholders

99.2 Investors Presentation – ZOOZ – January 2026

SIGNATURES

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 thereunto duly authorized.

ZOOZ Strategy Ltd.

Date: December 31, 2025 By: /s/ Jordan Fried

Name: Jordan Fried

Title: Chief Executive Officer

Exhibit 99.1

ZOOZ Strategy Ltd. Annual Shareholder Letter

Tel Aviv, Israel, December 31, 2025 – ZOOZ Strategy Ltd. (Nasdaq and TASE: ZOOZ)

Fellow Shareholders,

The year 2025 was one of definitive transformation for our company. We started the year as ZOOZ Power, a kinetic energy storage company, and we end as ZOOZ Strategy —the first Nasdaq and TASE dual-listed company to adopt Bitcoin as its primary treasury reserve asset.

ZOOZ's strategy adjustment was a fundamental recognition of a shift in the global economic reality. By transitioning our balance sheet to a Bitcoin standard, we are positioned to serve as a bridge between conventional capital markets and the emergent digital asset economy. I wanted to take this opportunity to articulate for you, our investors, management's outlook for the asset class that now anchors our value, and the operational roadmap ahead.

The Bitcoin Outlook: A Future of Asymmetric Opportunity

Despite recent volatility, usually inherent in emerging asset classes, management's conviction in Bitcoin remains unshakable. We view it as not just digital currency, but potentially as a premier store of value, which management believes to be reliable collateral that is open, neutral, and censorship-resistant.

The market dynamics we have witnessed in the last few months reflect the realities of a maturing asset. While short-term price action captures headlines, we believe that underlying fundamentals suggest a deeper and longer-term trend for potential broadening institutional adoption, growing interest on the part of sovereign states and funds, and increasing scarcity of the asset itself. We believe we are in the early stages of a multi-decade growth-story for Bitcoin. As global liquidity expands, we believe that Bitcoin stands as both a singular hedge and unique vehicle for asymmetric upside. And we are proving our optimism about the market by positioning ourselves to seize on it.

Our Strategic Pillars for 2026

Our mission is to maximize shareholder value per share. To achieve this, we intend to execute a four-part strategy in 2026:

1. Optimization of Legacy Operations: Aggressively reducing costs within our legacy kinetic energy storage business, with the goal of streamlining these operations to ensure they do not impede on our primary treasury focus, preserving capital that can be better deployed.

2. 1. Improved Transparency: As evidenced by the recent launch of our Treasury Dashboard, we aim for improved transparency that will assist you in knowing how much Bitcoin we hold, how we hold it, and the value it represents per share. We aim to set the gold standard for corporate reporting in the digital asset space.
3. 1. Yield Generation: We are identifying low-risk, institutional-grade opportunities to potentially earn yield from our Bitcoin and cash positions. We intend to accrete value to our treasury without diluting shareholders.
4. 1. Strategic Expansion: We are considering adding a tangential, cash-flowing businesses within the Bitcoin ecosystem. We are exploring synergistic opportunities that can add robust operating cash flow to our holding company structure, further fueling our ability to acquire and hold strategic assets.

Looking Ahead

We are building ZOOZ for the long term. volatility in the markets is the price of admission for the returns we seek. We are grateful for your trust as we navigate this new frontier.

Thank you for being part of this journey,

Jordan Fried

Chief Executive Officer ZOOZ Strategy Ltd.

Forward-Looking Statements

This letter contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements in this letter other than statements of historical facts are "forward-looking statements". These statements may be identified by words such as "aims," "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "intends," "may," "plans," "possible," "potential," "seeks," "will" and variations of these words or similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements in this letter include statements regarding the future operations and performance of the Bitcoin market, the execution of the Company's Bitcoin treasury strategy and the potential value to shareholders and the Company's strategic plans and pillars, including the execution thereof, their outcome and the value that they may bring shareholders. These forward-looking statements are based on ZOOZ's expectations and assumptions as of the date of this letter. Each of these forward-looking statements involves risks and uncertainties that could cause ZOOZ's future results or performance to differ materially from those expressed or implied by the forward-looking statements. Many factors may cause differences between current expectations and actual results, including: the impacts of macroeconomic conditions, heightened inflation and uncertain credit and financial markets, on ZOOZ's business and financial position; changes in expected or existing competition; changes in the regulatory environment; unexpected litigation or other disputes; risks related to the new Bitcoin treasury strategy; the risk that ZOOZ's share price may be highly correlated to the price of the Bitcoin that it holds; risks relating to significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; general market, political, and economic conditions in the countries in which ZOOZ operates, including Israel; and the effect of the evolving nature of the recent war in Israel.

Other factors that may cause ZOOZ's actual results to differ from those expressed or implied in the forward-looking statements in this letter are identified under the heading "Risk Factors" in ZOOZ's annual report on Form 20-F filed with the SEC on March 7, 2025, and in other filings that ZOOZ makes and will make with the SEC in the future. ZOOZ expressly disclaims any obligation to update any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

ex99-2.htm EX-99.2 1 of 24

Disclaimer

The following presentation (this "Presentation") is for informational purposes only and has been prepared by ZOOZ Strategy Ltd. (the "Company" or "ZOOZ").

The information contained in this Presentation is the property of ZOOZ. This Presentation may not be copied, published, reproduced or distributed, in whole or in part, at any time without the prior written consent of the Company. Any trade names, service marks, trademarks and trademark symbols used herein are the properties of their respective owners. The use and presentation of any such trade names, service marks, trademarks and trademark symbols is not intended to imply any relationship with ZOOZ or any endorsement or sponsorship of ZOOZ.

Neither the Company nor any other person makes any representation or warranty, express or implied, as to the reasonableness of the assumptions made in this Presentation or the accuracy or completeness or the information contained in or referred to in this Presentation.

Industry and Market Data

The information contained in this Presentation includes information provided by third parties, such as market research firms. None of the Company or its representatives gives any express or implied warranties, including, but not limited to, any warranties of merchantability or fitness for a particular purpose or use.

No Offer or Solicitation

This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to buy, any securities in any jurisdiction, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made in the United States or Israel except by means of a prospectus meeting the requirements of the Securities Act or the Securities Law (as such terms are defined below), as applicable, or an exemption therefrom.

Forward-Looking Information

This Presentation contains "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Lax of 1933 as amended (the "Securities Lax"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as within the meaning of the Israeli Securities Law, 1968 (the "Securities Law"). All statements other than statements of historical facts contained in this Presentation, including statements regarding the Company, and any of the Company's strategy, future operations, future financial position, future market share, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and other risks and uncertainties are more fully discussed in the "Risk Factors" section of the Company's annual report on Form 20-F filed with the SEC on March 7, 2025, and in other fillings that ZOOZ makes and will make with the SEC in the future. The words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," " target," "will," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are only estimations, and the Company may not actually achieve the plans, intentions or expectations disclosed in any forward-looking statements, so you should not place undue reliance on any forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements made in this Presentation. Management of the Company has based these forward-looking state

"Money is a system of mutual trust."

Bitcoin: A New Model of Trust

Don't Trust Men,

Trust Math!

	The One-Minute Story
	Bitcoin is one of the most important monetary technology ever invented. Israeli Institutions want exposure, but it's not easy to hold Bitcoin directly.
	ZOOZ bridges that gap - a Nasdaq and TASE dual-listed, regulated, company operating to accumulate bitcoin.
zooz

Jordan Fried ZOOZ CEO

Jordan Fried has spent over a decade at the forefront of blockchain innovation.

Founding Team Member, Hedera Hashgraph - one of the most advanced enterprise-grade distributed networks.

Founder Buffered VPN — one of the first consumer VPNs to take bitcoin as a payment method.

Early investor and builder in Bitcoin and digital asset infrastructure.

ZOOZ is the next evolution of Jordan's mission:

Bringing institutional trust to Bitcoin exposure.

A leadership team built for institutional trust

A team that unites institutional experience, regulatory insight, and blockchain expertise positioning ZOOZ to lead Israel's entry into the era of institutional digital assets.

Avi Cohen

Accomplished executive, CEO, board member and investor with extensive experience in Israel and US capital markets as well as infrastructure ventures. Oversees corporate strategy and governance, driving the company's institutional

Samer Haj-Yehia Director (Board)

Former Executive Chairman of Bank Leumi, one o Israel's leading financial institutions. Brings decades of experience in banking, regulation, and

Fang Zheng
Director (Board)

Seasoned emerging-markets investor and CIO with decades of portfolio-management experience across. IP Morgan, Neon Liberty, an Keywise Capital. Brings deep expertise in Asian markets, equity research, and global investmen

Alberto Franco Director (Board)

Mr. Alberto Franco is the CEO of 518 STR LLC, former founder and CEO of Franco Partners, a Senior Advisor at Cyrus Capital. He serves on the board of immutable Holdings and previously spent 15 years in proprietary trading. He holds a diverse few Male Missiers.

Todd Thomson
Director (Board)

Former Chief Financial Officer of Citigroup and CEO of lits Global Wealth Management & Alternative Assets division. Provides deep financial governance expertise and oversight on global capital market strategy.

Jonas Grossman Director (Board)

Capital-markets executive with two decades at Chardan leading 650+ transactions. One of the most experienced SPAC sponsors and advisors globally, bringing strong nullic-markets and deal-marking expertise.

Christine Ying Zhao Director (Board)

Over two decades of senior global finance experience, including MD roles at Bank of America and Merrill Lynch and CFO positions across multiple US and international public companies Brings deep capital-markets, governance, and

Every Asset Class Was "Volatile" Before It Became Foundational

Volatility is a phase, not a flaw.

Discovery (Speculation)

New asset emerges, value debated, driven by belief and narrative.

Early Adoption (Volatility)

Early believers, thin markets, rapid repricing.

Institutionalization (Infrastructure)

Regulation, liquidity, custody, pricing indices emerge.

Maturity (Integration)

Stable market perception; becomes

Gold, Oil, etc. - every transformative asset class looked volatile - until infrastructure, liquidity, and governance matured around it.

Bitcoin is not different - just earlier on the curve.

ZOOZ

Volatility is a phase, not a flaw - https://www.fidelitydigitalassets.com/research-and-insights/closer-look-bitcoins-volatility
Fidelity Digital Assets / VanEck (2025 Outlook) - https://www.fidelitydigitalassets.com/research-and-insights/bitcoin-price-phases-navigating-bitcoins-volatility-trends
Gold (1970s) & Oil (1860s/1970s) - https://www.investopedia.com/financial-edge/0311/what-drives-the-price-of-gold.aspx

Institutional Adoption is Moving From Theory to Practice

Evidence of institutional shift from speculation to strategic allocation.

Rising Allocation

According to a report by State Street Corporation, nearly 60% of institutions plan to increase digital-asset allocations within the next three years. The Block

Market Legitimization

Research shows that institutional investment in spot Bitcoin ETPs significantly influences broader market adoption and legitimises the asset class.

Regulatory Maturity

A paper by KPMG emphasizes that regulatory clarity, evolving custody solutions and institutional-grade products are key enablers of crypto becoming a "real" asset class.

KPMG Assets

Global Benchmarks: Institutional Bitcoin Exposure

These companies show the potential of scale of institutional allocation to Bitcoin, the blueprint for how ZOOZ positions itself.

Strategy^B

Strategy Inc. (ex - MicroStrategy)

U.S. company that has transformed its business model from enterprisesoftware to a "Bitcoin Treasury" vehicle. It has publicly adopted Bitcoin as its primary treasury reserve asset.

Market Cap:

\$50.5 billion

-600,000

BTC held

METAPLANET

Metaplanet Inc.

A Japanese company originally in the hotel/business sector, which pivoted to become a Bitcoin-treasury business - marketing itself as 'Asia's leading Bitcoin treasury company".

Market Cap:

\$3 billion

15,555 BTC held

OranjeBTC

A Brazilian publicly-traded Bitcoin treasury company, listed on B3, holding several thousand BTC and offering exposure to local investors.

Market Cap:

\$300 million

~3,000

BTC held

Israelis cannot easily BTC on major exchanges Israeli Banks restrict deposits from crypto sources Estimated \$100B in Israeli capital held abroad in crypto-adjacent assets No other dual-listed BTC treasury company exists in the region TASE: best-performing global exchange YTD (46.7%)

Treasury Overview

A growing, audited Bitcoin reserve built for potential long-term value

And one of the largest corporate Bitcoin purchases in Israeli history.

₿1046.96

BTC Holdings

\$100M

~\$112,000

per BTC Average Purchase Price

Top 50

Largest corporate holders of BTC globally

Execution Partner

SOC-certified multi-sig cold storage $_{\text{Custody}}$

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Compliance & Governance

Building the Backbone for Institutional Digital-Asset Exposure

Institutional Advantage
Structure + Compliance + Liqu	idity
Mandate-Ready We do it for you so you don't have to worry about custody, operational, and acquisition barriers for bitcoin	Liquid Access Publicly traded shares on regulated exchanges; no bitcoin wallets needed.	Strong Governance Board of seasoned financiers; audited, dual- listed compliance.
Top-Tier Backing Backed by Pantera Capital, FalconX & Arrington Capital.	Simplified Exposure Bitcoin access without direct management or custody risk. We do it for you.