Gauzy Ltd. Amendment No. 3 to a Schedule 13G/A discloses beneficial ownership positions for several related reporting persons as of the event date March 31, 2026. The filing lists holdings such as 398,035 shares (2.1%) and 335,240 shares (1.8%), and states a class size of 18,742,093 Ordinary Shares outstanding as of June 26, 2025.
The filing explains the ownership chain among the Reporting Persons and notes that the Fund may acquire 335,240 Ordinary Shares within 60 days through exercise of derivative securities. Each Reporting Person disclaims ownership other than the shares they directly report.
Positive
None.
Negative
None.
Insights
Holds and control relationships are clearly documented; positions remain below 5%.
The statement lists direct beneficial ownership amounts (for example 398,035 shares and 335,240 shares) and traces control through entities and managers. It clarifies who holds sole voting and dispositive power, useful for governance mapping.
Impact is procedural: the holdings are reported under Schedule 13G/A and remain below the 5% threshold noted in Item 5. Subsequent filings would show any changes in percentage or conversions that affect control.
Positions are modest and disclosed with an as-of outstanding share base.
The filing ties percentages to an outstanding share count of 18,742,093 as of June 26, 2025, and discloses that the Fund may acquire 335,240 shares within 60 days via derivatives. This quantifies potential near-term increase in beneficial holdings reported here.
From a communications standpoint, the structure and disclaimers reduce ambiguity about who exercises voting or dispositive authority; follow-up filings would indicate whether the derivative exercise occurs and changes ownership percentages.
Key Figures
Outstanding shares:18,742,093 sharesIbex Investors LLC holding:398,035 sharesIbex Israel Fund potential acquisition:335,240 shares+1 more
4 metrics
Outstanding shares18,742,093 sharesas of June 26, 2025
Ibex Israel Fund potential acquisition335,240 sharesmay acquire within 60 days through exercise of derivative securities
Ibex Israel Fund reported holding335,240 sharesreported beneficial ownership (1.8%)
Key Terms
Schedule 13G/A, beneficially owns, sole dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 3 to a Schedule 13G/A discloses beneficial ownership positions"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownsfinancial
"The Fund directly beneficially owns the Ordinary Shares reported in this Statement"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
sole dispositive powergovernance
"Sole Dispositive Power 398,035.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Gauzy Ltd.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
M4757U106
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Ibex Investors LLC
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
COLORADO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
398,035.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
398,035.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
398,035.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Ibex Investment Holdings LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
398,035.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
398,035.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
398,035.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Justin B. Borus
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
398,035.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
398,035.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
398,035.00
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)
2.1 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Ibex Israel Fund LLLP
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
335,240.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
335,240.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
335,240.00
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)
1.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Ibex GP LLC
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
COLORADO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
335,240.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
335,240.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
335,240.00
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)
1.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
CUSIP Number(s):
M4757U106
1
Names of Reporting Persons
Ibex Investment Holdings II LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
335,240.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
335,240.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
335,240.00
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)
1.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: limited liability company
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Gauzy Ltd.
(b)
Address of issuer's principal executive offices:
14 Hathiya Street, Tel Aviv, Israel 6816914
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by the following (the "Reporting Persons"): (1) Ibex Investors LLC, a Colorado limited liability company (the "Investment Manager"); (2) Ibex Investment Holdings LLC, a Delaware limited liability company ("IM Holdings"); (3) Justin B. Borus; (4) Ibex Israel Fund LLLP, a Delaware limited liability limited partnership (the "Fund"); (5) Ibex GP LLC, a Colorado limited liability company (the "General Partner"); and (6) Ibex Investment Holdings II LLC, a Delaware limited liability company (the "GP Holdings") (all of the foregoing, collectively, the "Reporting Persons").
The Fund is a private investment vehicle. The Fund directly beneficially owns the Ordinary Shares reported in this Statement (other than 62,795 Ordinary Shares directly beneficially owned by the Investment Manager). The General Partner is the general partner of the Fund. GP Holdings is the sole member of the General Partner. The Investment Manager is the investment manager of the Fund. IM Holdings is the sole member of the Investment Manager. Justin B. Borus is the manager of the General Partner, IM Holdings, GP Holdings and the Investment Manager. The General Partner, IM Holdings, GP Holdings, the Investment Manager, and Justin B. Borus may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Fund. Justin B. Borus may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Investment Manager. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.
(b)
Address or principal business office or, if none, residence:
The principal business office of the Reporting Person is c/o Ibex Investors LLC, 101 S Madison St, Denver, CO 80209.
(c)
Citizenship:
For citizenship information or place of organization see Item 4 of the cover page of each Reporting Person.
(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:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the end of business on the Event Date of March 31, 2026 (and which includes 335,240 Ordinary Shares that the Fund may acquire within 60 days through the exercise of derivative securities).
(b)
Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 18,742,093 Ordinary Shares outstanding as of June 26, 2025, as reported by the Issuer in its Form F-3 filed with the SEC on July 3, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
What ownership does GAUZ report for Ibex Investors and affiliates?
Ibex-related reporting persons disclose ownership of 398,035 shares (2.1%) and 335,240 shares (1.8%). The filing ties percentages to 18,742,093 shares outstanding as of June 26, 2025, and explains entity relationships and voting/dispositive power.
Does the filing show any potential increase in Ibex's holdings for GAUZ?
Yes. The statement notes the Fund may acquire 335,240 Ordinary Shares within 60 days through exercise of derivative securities. The filing records this as part of the beneficial ownership disclosure rather than a completed purchase or sale.
How is voting and dispositive power allocated among the reporting persons for GAUZ?
The filing specifies sole voting and sole dispositive power for the reported share amounts (for example 398,035 shares listed with sole voting/dispositive power). It also describes the manager and entity structure that may be deemed to beneficially own fund-held shares.
What outstanding share base does GAUZ use to calculate percentages?
Percentages in the filing are based on 18,742,093 Ordinary Shares outstanding as of June 26, 2025, as cited from the issuer's Form F-3 filed July 3, 2025. The filing uses that figure to compute the reported ownership percentages.
