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United States securities and exchange commission logo
November 9, 2022
Meir Peleg
Chief Financial Officer
Gauzy Ltd.
14 Hathiya Street
Tel Aviv 6816914, Israel
Re: Gauzy Ltd.
Draft Registration
Statement on Form F-1
Submitted October
13, 2022
CIK No. 0001781446
Dear Meir Peleg:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1. Disclose whether your
offering is contingent upon final approval of your NASDAQ listing
on your cover page.
Please ensure the disclosure is consistent with your underwriting
agreement.
Prospectus Summary, page 1
2. Please balance your
disclosure of competitive strengths with a discussion of your principal
challenges, limitations
or weaknesses in the prospectus summary.
Meir Peleg
FirstName
Gauzy Ltd.LastNameMeir Peleg
Comapany 9,
November NameGauzy
2022 Ltd.
November
Page 2 9, 2022 Page 2
FirstName LastName
3. Please provide an organizational chart outlining your corporate
structure post-offering.
Clarify which entities are organized in which countries and include
the ownership and
voting control of your existing shareholders and public shareholders.
Risk Factors, page 21
4. Please disclose whether you are subject to material cybersecurity
risks in your supply
chain based on third-party products, software, or services used in
your products, services,
or business and how a cybersecurity incident in your supply chain
could impact your
business. Discuss the measures you have taken to mitigate these risks.
Please revise to
also describe the extent and nature of the role of the company's board
of directors in
overseeing cybersecurity risks, including in connection with your
supply
chain/suppliers/service providers.
5. Please include a discussion of interest rates and specifically
identify the impact of rate
increases on your operations and how your business has been affected.
For example,
describe whether your borrowing costs have recently increased or are
expected to increase
and your ability to pass along your increased costs to your customers.
We face cybersecurity risks and may incur increasing costs in an effort to
mitigate those risks...,
page 38
6. We note your disclosure that in January 2021 your subsidiary Vision
Systems Corporate
SAS detected a ransomware attack. Please revise to include a
description of the costs and
other consequences of the attack, including a discussion of any
potential liability for
damages.
Use of Proceeds, page 59
7. We note your disclosure that the credit funds received a phantom
warrant under the terms
of the Facility Agreement which entitles them to a cash payment in an
"Exit Event" and
that the credit funds may decide to not receive payment in shares in
lieu of a cash
payment if the Exit Event is an IPO. Please clarify if the current
offering will trigger this
payment obligation. If so, tell us if the payment will be paid out of
your offering proceeds
and provide disclosure in the use of proceeds section.
Meir Peleg
FirstName
Gauzy Ltd.LastNameMeir Peleg
Comapany 9,
November NameGauzy
2022 Ltd.
November
Page 3 9, 2022 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
72
8. We note that you emphasize the importance of supply chain management.
Please discuss
whether supply chain disruptions materially affect your outlook or
business goals. Specify
whether these challenges have materially impacted your results of
operations or capital
resources and quantify, to the extent possible, how your sales,
profits, and/or liquidity
have been impacted. Revise to discuss known trends or uncertainties
resulting from
mitigation efforts undertaken, if any. Explain whether any mitigation
efforts introduce
new material risks, including those related to product quality,
reliability or regulatory
approval of products.
9. Please disclose (i) whether your business segments, products, lines of
service, projects, or
operations are materially impacted by the pandemic-related lockdowns
in China and (ii)
the impact of consumer demand declines in China. In addition, discuss
any steps you are
taking to mitigate adverse impacts to your business.
Business, page 85
10. We note your statements that you (i) have the largest network of glass
fabricators
worldwide, (ii) believe you have the best-in-class optical
performance, widest optical
range, color control, segmentation and variety, (iii) have
"one-of-a-kind" automatic testing
equipment and (iv) are the only company able to manufacturer dimmable
solutions and
solar protection for helicopters. Please provide support for these
statements and, as
applicable, disclose the measures by which you determined your
competitive position.
Description of Share Capital, page 138
11. Please update this section to discuss any outstanding shares of
preferred stock. Refer
to Item 10.A of Form 20-F.
Exhibits
12. We note your disclosure that in February 2021 you entered into a share
purchase and earn
out agreement with the shareholders of Vision Lite that appear to have
continuing obligations. If material, please file those agreements as
exhibits or tell us why
you are not required to do so.
Meir Peleg
FirstName
Gauzy Ltd.LastNameMeir Peleg
Comapany 9,
November NameGauzy
2022 Ltd.
November
Page 4 9, 2022 Page 4
FirstName LastName
General
13. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia s invasion of Ukraine or in light of the
effectiveness of the UFLPA. For
example, discuss whether you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack
of raw materials, parts, or equipment; inventory shortages;
closed factories or stores;
reduced headcount; or delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or
lithium, nickel,
manganese, beryllium, copper, gold or other raw material sourced
from Western
China);
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all due
to export
restrictions, sanctions, tariffs, trade barriers, or political or
trade tensions among
countries; or
be exposed to supply chain risk in light of Russia s invasion of
Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or
have sought to de-
globalize your supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications. Please contact legal
staff associated with the
review of this filing to discuss how to submit the materials, if any,
to us for review.
You may contact Charles Eastman at 202-551-3794 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Evan Ewing at 202-551-5920 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing