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Gauzy closes $7M private placement for settlement

The court-approved settlement addresses approximately $61 million in pre-petition liabilities, while part of Kukac LLC’s subscription remains conditional on French court approval.

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Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

Gauzy Ltd. closed a private placement on October 15, 2026, with 2,383,279 ordinary shares issuable to purchasers at $2.9371 per share for aggregate gross proceeds of $7,000,000. Chutzpah Holdings LP, wholly owned by Alexandre Weinstein, subscribed for 1,702,342 shares; Kukac LLC’s $2,000,000 subscription covers 680,937 shares. Eyal Peso, Gauzy’s CEO, was a signatory but acquired no PIPE shares.

The placement was intended to fully finance a court-approved settlement resolving approximately $61 million of pre-petition liabilities. Following closing, purchasers’ shares represented 50% of outstanding shares; Settlement Trustees were to receive 953,311 shares (20%), and prior shareholders retained 1,429,968 shares (30%). Of Kukac’s subscription, 557,437 shares corresponding to $1,638,000 are held by the trustees pending approval of Safety Tech SAS’s Continuation Plan by the Commercial Court of Lyon on or before November 13, 2026; if approval is not obtained by then, the amount is to be refunded and the shares canceled. The reporting persons agreed to form an SPV and transfer their PIPE shares to it. Gauzy agreed to file a resale registration statement for the PIPE shares within 60 days after filing its 2025 annual report.

Filing Explained

Management’s minimum thirty-three-point-three-three-percent SPV return share comes after purchasers receive seven million dollars and Peso receives one million dollars.

This Schedule 13D reports that Alexandre Weinstein, Kukac LLC and CEO Eyal Peso may be treated as a group with beneficial ownership of 50% of Gauzy’s outstanding shares in aggregate.

The reporting persons are entitled to seek representation on Gauzy’s board.

Under their agreed SPV arrangement, after purchasers first receive $7,000,000 in aggregate returns and Peso thereafter receives $1,000,000, Peso and any additional agreed management members are entitled to at least 33.33% of returns on shares held by the SPV.

PIPE shares issuable to purchasers 2,383,279 ordinary shares Private placement closed October 15, 2026
Per-share purchase price $2.9371 per share PIPE purchase price
Aggregate gross proceeds $7,000,000 PIPE
Pre-petition liabilities resolved Approximately $61 million Court-approved Settlement
Shares issuable to Settlement Trustees 953,311 ordinary shares 20% of outstanding shares following closing
Kukac shares held pending approval 557,437 ordinary shares Held by Settlement Trustees for Kukac LLC’s account
Conditional Amount $1,638,000 Refundable if the specified French court approval is not obtained by November 13, 2026
PIPE financial
"private placement of Ordinary Shares (the “PIPE”)"
A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.
Conditional Amount financial
"A Conditional Amount of $1,638,000 was paid to, and is held by, the Settlement Trustees"
novate regulatory
"agreed to novate its rights and obligations under the Purchase Agreement to the SPV"
Rule 144 regulatory
"may be sold under Rule 144 without regard to volume limitations"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
fully diluted basis financial
"will hold 50% of the Issuer’s issued and outstanding share capital on a fully diluted basis"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares were included in Gauzy’s GAUZ PIPE, and at what price?

The PIPE provides for 2,383,279 ordinary shares at $2.9371 per share, for aggregate gross proceeds of $7,000,000. The transaction closed on October 15, 2026.

How much debt does Gauzy’s settlement address?

The court-approved Settlement resolves approximately $61 million of pre-petition liabilities. The Tel Aviv-Jaffa District Court gave final approval effective September 8, 2026.

What happens to Kukac LLC’s conditional shares if French approval is not obtained?

557,437 ordinary shares corresponding to $1,638,000 are held by the Settlement Trustees for Kukac LLC’s account pending approval of Safety Tech SAS’s Continuation Plan by the Commercial Court of Lyon on or before November 13, 2026. If approval is not obtained by then, the amount is to be refunded and the shares canceled.

When will Gauzy register the PIPE shares for resale?

Gauzy agreed to file a registration statement covering resale of the PIPE shares within 60 days after filing its Annual Report on Form 20-F for the fiscal year ended December 31, 2025. It also agreed to keep the statement effective until the shares may be sold under Rule 144 without regard to volume limitations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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M4757U106

(CUSIP Number)
Alexandre Weinstein
Burgenstock 30,
Obburgen, V8, CH 6363
1-212-613-2091


Peter G. Flagel, Esq.
FBT Gibbons,
New York, NY, 10119
1 212.613.2091


Stephen M. Leitzell, Esq.
Dechert LLP, Cira Centre, 2929 Arch Street
Philadelphia, PA, 19104
215-994-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/15/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
1. Consisting of newly acquired 1,702,342 Ordinary Shares and 121,440 previously owned Ordinary Shares. 2. Based on 4,766,558 Ordinary Shares outstanding -- see Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
3. Consisting of newly acquired 680,937 Ordinary Shares and 17,535 previously owned Ordinary Shares. 4. Based on 4,766,558 Ordinary Shares outstanding -- see Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
5. Consisting of 61,792 previously owned Ordinary Shares. 6. Based on 4,766,558 Ordinary Shares outstanding -- see Item 5.


SCHEDULE 13D


Manieu Alexandre Weinstein
Signature:/s/ Manieu Alexandre Weinstein
Name/Title:Manieu Alexandre Weinstein
Date:11/06/2026
Kukac LLC
Signature:/s/ Christina Rodriguez
Name/Title:Christina Rodriguez/Director
Date:11/06/2026
Eyal Peso
Signature:/s/ Eyal Peso
Name/Title:Eyal Peso
Date:11/06/2026

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