ZOOZ / Forest Hill 18: a strategic bitcoin-treasury adviser benchmarked before the provider stack was frozen.
ZOOZ's Sponsor Support Agreement is not a discretionary asset-manager mandate. Forest Hill 18 advises on the digital-asset ecosystem, vendor selection and the establishment and ongoing management of the treasury operating model. The economics combine a quarterly crypto-asset-value fee with substantial equity and financing-linked rights inside a ten-year agreement.
Current contract record
| Field | Public record |
|---|---|
| Issuer | ZOOZ Strategy Ltd. (formerly ZOOZ Power Ltd.) |
| Provider | Forest Hill 18, LP |
| Effective date | July 29, 2025 |
| Role | Strategic advisory services around Bitcoin and the digital-asset ecosystem, including selection of third-party vendors for asset management and related services, initial establishment of treasury operations and advice on ongoing changes. |
| Recurring fee | 0.125% of the value of company cryptocurrency assets each quarter, plus VAT if applicable. That is a 0.50% annualized headline rate before any other consideration. |
| Payment mechanics | Quarterly invoices; generally payable within 10 business days. ZOOZ has a contractual right to review and reasonably dispute the fee calculation and supporting pricing data. |
| Initial term | 10 years. |
| Renewal | Additional five-year periods unless either party gives written non-renewal notice at least 30 days before the current term ends. |
| Ordinary early exit | The reviewed agreement provides cause-based termination by either party and mutual written termination. No general unilateral company convenience exit appears in the reviewed Section 2 wording. |
| Currentness | Affirmed in the 2025 annual record; June 2026 strategic-alternatives review does not by itself amend or terminate the Sponsor Support Agreement. |
Primary source: Sponsor Support Agreement →
Primary source: 2025 Form 20-F →
Primary source: June 10, 2026 strategic-alternatives update →
The recurring fee is only one layer
- The 2025 Form 20-F says ZOOZ issued Forest Hill 18 a total of 6,927,706 ordinary shares as consideration for services.
- It also discloses 13,453,632 Units sold to the Sponsor at $0.01 per Unit, with each Unit containing one ordinary share plus three warrants, as well as separate pre-funded warrants.
- The agreement also contains future financing-linked equity rights equal to 5% of certain future issued or issuable shares, subject to the filed mechanics and ownership limits.
- A separate Sponsor Rights Agreement adds director-nomination and information-rights mechanics. Those governance rights are a separate contract layer rather than part of the recurring advisory-fee percentage.
The 2025 annual report says ZOOZ made a $115,000 provision to the Sponsor as of December 31, 2025. That observed accounting amount should be kept separate from the contract formula and from the much larger equity stack.
The unusual procurement signal: the Board used benchmark data before launch
ZOOZ's shareholder materials say the Compensation Committee and Board reviewed benchmark data from other Nasdaq-listed companies that had undergone similar business transitions when assessing consideration for sponsors or parties in similar positions or providing similar services. The filing says the reference set used non-Israeli Nasdaq-listed companies because ZOOZ described itself as the first Israeli Nasdaq and TASE dual-listed company undertaking a comparable long-term strategic bitcoin-treasury transition.
Primary source: ZOOZ shareholder materials / benchmark discussion →
Why it belongs in the adviser comparison
- Same denominator does not mean same role: an asset-value-based adviser fee is not automatically an asset-manager fee.
- Equity can dominate the economic stack: recurring percentage, issued shares, warrants, pre-funded warrants and future financing rights need separate fields.
- Provider-selection authority matters: advising on vendor selection sits upstream of the eventual manager/service-provider contracts.
- Term matters: 10 years plus five-year renewal periods can create a very different commercial profile from a short project adviser.
- Benchmark provenance matters: the filing discloses that benchmark data was used, but it does not make that reference set a universal market rate.
Currentness boundary
ZOOZ's June 2026 announcement says the Board authorized management to explore strategic alternatives that may complement its existing bitcoin treasury strategy. That is a corporate strategy event. The reviewed announcement does not say that Forest Hill 18's Sponsor Support Agreement was terminated, waived or amended, so contract currentness and strategy-review currentness remain separate fields.
Related research
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Benchmarking and disclosure evidence →
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Role and currentness methodology →
Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion and no recommendation to retain, replace or terminate a provider.