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United States securities and exchange commission logo
January 11, 2024
Eyal Peso
Chief Executive Officer
Gauzy Ltd.
14 Hathiya Street
Tel Aviv 6816914, Israel
Re: Gauzy Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December
19, 2023
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.
Draft registration statement on Form F-1 Amendment No 1
Presentation of Financial Information, page ii
1. You disclose that the
"financial statements of Vision Lite SAS, or Vision Lite, are filed in
this prospectus for the
purposes of complying with Section 3-05 of Regulation S-X." We
did not find separate
audited financial statements of Vision Lite in this amendment.
Please advise or revise
to resolve this inconsistency.
Prospectus Summary
Competitive Strengths, page 11
2. We note your disclosure
that you "plan to expand production to an additional five leading
OEMs in 2024..." Please
revise your disclosure to provide more information and state
whether any agreements
have been entered into.
Eyal Peso
Gauzy Ltd.
January 11, 2024
Page 2
Use of Proceeds, page 69
3. We note your response to prior comment 7. We also note the added
disclosure on page 19
that "[t]he First Earn Out Payment will become accelerated and
immediately due and
payable within 15 days following the occurrence of the listing of our
securities on a U.S.
securities exchange, which will occur following the consummation of
this offering." Tell
us if the payment will be paid out of your offering proceeds and, if
applicable, provide
disclosure in the use of proceeds section.
Compensation, page 131
4. Please update your compensation information for the fiscal year ended
December 31,
2023.
Index to Financial Statements, page F-1
5. We remind you, to the extent you file publicly prior to March 31,
2024, please provide
audited financial statements that are no more than twelve months old
pursuant to Item
8.A.4 of Form 20-F. Alternatively, to the extent you meet the 15-month
criteria outlined in
Instruction 2 to Item 8.A.4, please file the necessary representations
as an exhibit to the
registration statement. Refer to Question 101.04 of the Division of
Corporation Finance s
Compliance & Disclosure Interpretations on Securities Act Forms.
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.
FirstName LastNameEyal Peso Sincerely,
Comapany NameGauzy Ltd.
Division of
Corporation Finance
January 11, 2024 Page 2 Office of
Manufacturing
FirstName LastName