| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Gauzy Ltd. (Name of Issuer) |
Ordinary Shares, no par value (Title of Class of Securities) |
M4757U106 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | M4757U106 |
| 1 | Names of Reporting Persons Olive Tree V Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,319,812.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.69 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Note 1 - Item 5 above consists of (i) 1,276,039 ordinary shares; (ii) options to purchase 4,895 ordinary shares that are currently exercisable; (iii) 37,245 ordinary shares issued upon the conversion of warrants to purchase series D-1 preferred shares that are currently exercisable; and (iv) options to purchase 1,633 ordinary shares that are currently exercisable.
Note 2 - Item 6 above consists of (i) 1,276,039 ordinary shares; and (ii) 37,245 ordinary shares issued upon the conversion of warrants to purchase series D-1 preferred shares that are currently exercisable. Excludes options to purchase an aggregate of 6,528 ordinary shares that are currently exercisable (referred to in items (ii) and (iv) above).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Gauzy Ltd. | |
| (b) | Address of issuer's principal executive
offices: 14 Hathiya Street, Tel Aviv 6816914, Israel | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed by Olive Tree V Limited Partnership (the "Reporting Person") in relation to reporting certain ordinary shares, no par value (the "Ordinary Shares") and other securities beneficially held by the Reporting Person. The general partner of the Reporting Person is OTV GP I, LLC, a Cayman Islands limited liability company (the "General Partner"). Mr. Alejandro Weinstein, Mr. Mayer Gniwisch and Mr. Amir Lahat are managers and each own 33.33% of the interests of the General Partner. The General Partner, Mr. Alejandro Weinstein, Mr. Mayer Gniwisch and Mr. Amir Lahat may be deemed to indirectly beneficially own the Ordinary Shares that are directly beneficially owned by the Reporting Person. The Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by the Reporting Person. | |
| (b) | Address or principal business office or, if
none, residence: 121 Menachem Begin Rd., 61st Floor, Tel Aviv, Israel. | |
| (c) | Citizenship: British Virgin Islands | |
| (d) | Title of class of securities: Ordinary Shares, no par value | |
| (e) | CUSIP No.: M4757U106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 1,319,812.00 See items 5-9 and 11 and note 1 on the cover page for the Reporting Person. | |
| (b) | Percent of class: 6.69% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 1,319,812.00 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 1,313,284.00 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
Exhibit
Information |
Prospectus filed pursuant to Rule 424(b)(4):
sec.gov/Archives/edgar/data/1781446/000121390024050439/ea0202189-08.htm |