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United States securities and exchange commission logo
February 26, 2024
Eyal Peso
Chief Executive Officer
Gauzy Ltd.
14 Hathiya Street
Tel Aviv 6816914, Israel
Re: Gauzy Ltd.
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted February
13, 2024
CIK No. 0001781446
Dear Eyal Peso:
We have reviewed your amended draft registration statement and have
the following
comments.
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 a comment applies 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 this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
January 11, 2024 letter.
Amendment No. 2 to Draft Registration on Form F-1
Risk Factors
Any significant disruption to our production lines or the failure of our
facilities.., page 33
1. We note your disclosure
that you have experienced safety incidents "from time to
time." Please update
this risk factor if safety incidents have materially impacted your
operations or financial
condition.
Eyal Peso
FirstName
Gauzy Ltd.LastNameEyal Peso
Comapany26,
February NameGauzy
2024 Ltd.
February
Page 2 26, 2024 Page 2
FirstName LastName
Revenue Backlog, page 78
2. We note the significant increase in your revenue backlog as of the
nine months ended
September 30, 2023. You define revenue backlog as booked orders based
on purchase
orders or hard commitments that have not been shipped yet or have been
shipped but not
yet recognized as revenue. To help us better understand your
disclosure, please revise to
disclose whether any of the hard commitments included in the estimated
backlog have a
duration longer than one year. Please also clarify how much of the
disclosed backlog is
also reflected in deferred revenue.
General
3. Please remove the footnote on page 17.
Please 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