Correspondence 0001213900-24-049996 from Gauzy Ltd. (GAUZ)
Gauzy Ltd.
Date: June 5, 2024 · CIK: 0001781446 · Accession: 0001213900-24-049996
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File numbers found in text: 333-278675
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CORRESP
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Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
June 5, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Charles Eastman
Ernest Greene
Erin Donahue
Evan Ewing
Re: Gauzy Ltd.
Registration Statement on Form F-1
File No. 333-278675
Acceleration Request
Requested Date: June 5, 2024
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as the representative of the several underwriters, hereby join in the request
of Gauzy Ltd. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement,
requesting effectiveness as of 4:00 P.M., Eastern Time, on June 5, 2024, or at such later time as the Company or its outside counsel,
Greenberg Traurig, LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.
Pursuant to Rule 460 under the Act, please be
advised that we, as the representative of the several underwriters, will take reasonable steps to secure adequate distribution of the
preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, the undersigned, as the representative of
the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
BARCLAYS CAPITAL INC.
By:
/s/ Michaela Diverio
Name:
Michaela Diverio
Title:
Managing Director, Barclays
[Signature Page to Underwriters’
Acceleration Request]