UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of July 2025

Commission file number: 001-42124

GAUZY LTD.

(Translation of registrant’s name into English)

14 Hathiya Street

Tel Aviv, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒Form 40-F ☐

CONTENTS

Gauzy Ltd. (the “Company”)hereby furnishes the following documents in connection with the Company’s Annual General Meeting of Shareholders scheduled to beheld on August 7, 2025:

Notice and Proxy Statement for the Annual General Meeting of shareholdersof the Company scheduled to be held on August 7, 2025 (the “Meeting”).

Form or Proxy Card for use in connection with the Meeting.

ThisReport on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-283572),to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequentlyfiled or furnished.

EXHIBIT INDEX

Exhibit No.
99.1		Notice and Proxy Statement for the Annual General Meeting of shareholders of the Company scheduled to be held on August 7, 2025 (the “Meeting”).
99.2		Form or Proxy Card for use in connection with the Meeting.

SIGNATURES

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Gauzy Ltd.

Date: July 3, 2025	By:	/s/ Eyal Peso
	Name:	Eyal Peso
	Title:	Chairperson of the Board of Directors and Chief Executive Officer

Exhibit 99.1

GAUZY LTD.

14 HATHIYA STREET

TEL AVIV, 6816914, ISRAEL

NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2025 Annual General Meeting of Shareholders(the “Meeting”) of Gauzy Ltd. (the “Company”) will be held on August 7, 2025, at 6:00 p.m. (Israeltime), at the Company’s offices, located at 14 Hathiya Street, Tel Aviv, 6816914, Israel (the “Notice”).

Throughout this Notice andthe accompanying proxy statement, we use terms such as “Gauzy,” “we,” “us,” “our,” “theCompany” and “our company” to refer to Gauzy Ltd. and terms such as “you” and “your” to referto our shareholders.

At the Meeting, our shareholderswill be asked to vote on the following matters:

To reelect our currently serving Class I director, Mr. Alexander Babitsky,effective immediately, and to elect Mr. Alejandro Weinstein, effective as of November 1, 2025, each to serve as a Class I director ofthe Company to hold office until the third annual general meeting of our shareholders following the Meeting, or until he ceases to servein his office in accordance with the provisions of the Company’s Amended and Restated Articles of Association, as may be amendedfrom time to time (the “Articles of Association”) or applicable law, whichever is the earlier.

To approve the reappointment of Kesselman & Kesselman, a memberof PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the fiscal year ending December 31, 2025(the “Auditors”), and until the close of the Company’s next annual general meeting of shareholders, and to authorizethe Company’s board of directors (with power of delegation to its audit committee or upon recommendation of its audit committee)to set the fees to be paid to the Auditors.

In addition to consideringand voting on the foregoing matters (the “Proposals”), members of the Company’s management will be availableat the Meeting to discuss the consolidated financial statements of the Company for the fiscal year ended December 31, 2024.

We are not aware of any othermatters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxieswill vote upon such matters in accordance with their best judgment.

The proposals to be votedupon at the Meeting and other matters are described in detail in the accompanying proxy statement, which we urge you to read in its entirety.In accordance with, and subject to, the provisions of the Israeli Companies Law, 5759-1999 (the “Companies Law”) andthe Articles of Association, certain of our shareholders may present proposals for consideration at the Meeting by submitting their proposalsin writing to the Company no later than July 10, 2025, provided that such proposal is appropriate for consideration by shareholders atthe Meeting. Such proposals should be submitted in writing to us at the following address: Gauzy Ltd., 14 Hathiya Street, Tel Aviv, 6816914,Israel, Attention: Chief Executive Officer and Director of Corporate Counsel. If our board of directors determines that a shareholderproposal has been duly and timely received and is appropriate for inclusion in the agenda of the Meeting, we will publish a revised agendafor the Meeting in accordance with the provisions of the Companies Law and the regulations promulgated thereunder and the Articles ofAssociation by way of issuing a press release or furnishing a report on Form 6-K to the United States Securities and Exchange Commission,however, the Record Date for the Meeting will not change.

Shareholders of record atthe close of business on July 8, 2025 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting andany adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.

The affirmative vote of theholders of a majority of the ordinary shares of the Company, of no par value (the “Shares” or “Ordinary Shares”)present, in person or by proxy, and voting on each of the Proposals is required for the approval of each such Proposal.

The Company’s boardof directors recommends a vote “FOR” each of the Proposals described in the accompanying proxy statement.

Two or more shareholders,present in person or by proxy and entitled to vote, and holding or representing Ordinary Shares conferring in the aggregate at least25% of the voting power of the Company, will constitute a quorum for the Meeting. If within an hour from the time appointed for the Meetinga quorum is not present, the Meeting shall stand adjourned to the same day in the next week, at the same time and place, or to such dayand at such time and place as the Chairperson of the Meeting may determine with the consent of the holders of a majority of the votingpower represented at the Meeting in person by proxy and voting on the question of adjournment. At such adjourned meeting, any shareholderpresent in person or by proxy shall constitute a quorum.

You can vote your Sharesby attending the Meeting or by completing and signing the proxy card distributed with the proxy statement. If you hold Shares througha bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of businesson the Record Date, or which appears in the participant listing of a securities depository on that date, you must follow the instructionsincluded in the voting instruction form you receive from your bank, broker or nominee how to vote your Shares. Please be certain to haveyour control number from your voting instruction form ready for use in providing your voting instructions. If you hold your Shares in“street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your Sharesat the Meeting (or to appoint a proxy to do so).

Whether or not you plan toattend the Meeting, you are urged to promptly complete, date and sign the accompanying proxy card and to mail it in the enclosed envelope,which requires no postage if mailed in the United States. Return of your proxy card does not deprive you of your ability to attend theMeeting, to revoke the proxy or to vote your shares in person at the Meeting.

By order of the Board of Directors,

/s/ Eyal Peso
Eyal Peso
Chairperson of the Board of Directors and Chief Executive Officer

Dated: July 3, 2025

GAUZY LTD.

14 HATHIYA STREET

TEL AVIV, 6816914, ISRAEL

PROXY STATEMENT

2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnishedto the holders of our ordinary shares, of no par value (the “Shares” or “Ordinary Shares”), in connectionwith the solicitation by our Board of Directors (the “Board”) of proxies for use at the 2025 Annual General Meetingof Shareholders (the “Meeting”), or at any adjournment or postponement thereof, pursuant to the accompanying Noticeof 2025 Annual General Meeting of Shareholders (the “Notice”). The Meeting will be held on August 7, 2025, at 6:00p.m. (Israel time), at the Company’s offices, located at 14 Hathiya Street, Tel Aviv 6816914, Israel.

Throughout this Proxy Statement,we use terms such as “Gauzy,” “we,” “us,” “our,” “the Company” and “ourcompany” to refer to Gauzy Ltd., and terms such as “you” and “your” to refer to our shareholders.

At the Meeting, our shareholderswill be asked to vote on the following matters:

To reelect our currently serving Class I director, Mr. Alexander Babitsky, effective immediately, and to electMr. Alejandro Weinstein, effective as of November 1, 2025, each to serve as a Class I director of the Company to hold office until thethird annual general meeting of our shareholders following the Meeting, or until he ceases to serve in his office in accordance with theprovisions of the Company’s Amended and Restated Articles of Association, as may be amended from time to time (the “Articlesof Association”) or applicable law, whichever is the earlier.

To approve the reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited,as the Company’s independent auditors for the fiscal year ending December 31, 2025 (the “Auditors”), and untilthe close of the Company’s next annual general meeting of shareholders, and to authorize the Company’s board of directors(with power of delegation to its audit committee or upon recommendation of its audit committee) to set the fees to be paid to the Auditors.

The proposals to be votedupon at the Meeting and other matters are described in detail in this proxy statement, which we urge you to read in its entirety. Weare not aware of any other matters that will come before the Meeting. If any other matters properly come before the Meeting, the personsdesignated as proxies will vote upon such matters in accordance with their best judgment.

A form of proxy card foruse at the Meeting and a return envelope for the proxy card are enclosed. On all matters considered at the Meeting, abstentions and brokernon-votes will be treated as neither a vote “for” nor “against” the matter, although they will be counted indetermining whether a quorum is present. A “broker non-vote” occurs when a bank, broker or other holder of record holdingShares for a beneficial owner attends the shareholder meeting but does not vote on a particular proposal because that holder does nothave discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that holdShares in “street name” for clients typically have authority to vote on “routine” proposals even when they havenot received instructions from beneficial owners. The only item on the Meeting agenda that may be considered routine is the Proposalrelating to the reappointment of the Company’s independent registered public accounting firm for the fiscal year ending December31, 2025; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliancewith the Israeli Companies Law, 5759-1999 (the “Companies Law”), rather than the rules applicable to domestic U.S.reporting companies. Therefore, it is important for a shareholder that holds Shares through a bank or broker to instruct its bank orbroker how to vote its Shares, if the shareholder wants its Shares to count for the proposals set forth in this proxy statement.

If your Ordinary Shares areheld in “street name,” meaning you are a beneficial owner with your Ordinary Shares held through a bank, brokerage firm orother nominee, you will receive instructions from your bank, brokerage firm or nominee, who is the holder of record of your OrdinaryShares. You must follow the instructions of the holder of record in order for your Ordinary Shares to be voted.

How You Can Vote

You can vote either in personat the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the mannersbelow:

●

By Internet - If you are a shareholder of recordas of the Record Date, you can submit a proxy over the Internet by logging on to the website listed on the enclosed proxy card, enteringyour control number located on the enclosed proxy card and submitting a proxy by following the on-screen prompts. If you hold Sharesin “street name,” and if the brokerage firm, bank or other similar nominee that holds your Shares offers Internet voting,you may follow the instructions shown on the enclosed voting instruction form in order to submit your proxy over the Internet.

●

By Mail - If you are a shareholder of record asof the Record Date, you can submit a proxy by completing, dating, signing and returning your proxy card in the postage-paid envelopeprovided. You should sign your name exactly as it appears on the enclosed proxy card. If you are signing in a representative capacity(for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and titleor capacity. If you hold Shares in “street name,” you have the right to direct your brokerage firm, bank or other similarnominee how to vote your Shares, and the brokerage firm, bank or other similar nominee is required to vote your Shares in accordancewith your instructions. To provide instructions to your brokerage firm, bank or other similar nominee by mail, please complete, date,sign and return your voting instruction form in the postage-paid envelope provided by your brokerage firm, bank or other similar nominee.

Even if you plan to attendthe Meeting, the Company recommends that you vote your Shares in advance so that your vote will be counted if you later decide not toattend the Meeting.

Registered Holders

If you are a shareholder ofrecord as of the Record Date whose Shares are registered directly in your name with our transfer agent, VStock Transfer LLC, you can alsovote your Shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sentdirectly to you. As a shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxieson the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind andcancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in personor by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our headquartersat 14 Hathiya Street, Tel Aviv, Israel 6816914, or VStock, Transfer LLC receives it in the enclosed envelope no later than 11:59 p.m.(ET) on August 6, 2025.

If you provide specific instructions(by clearly marking a box) with regard to the proposals set forth in this proxy statement, your Shares will be voted as you instruct.If you sign and return your proxy card or voting instruction form without giving clear and specific instructions, your Shares will bevoted in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in theirdiscretion on any other matters that properly come before the Meeting, including adjournment.

Beneficial Owners

If you are a beneficial ownerof Shares held in a brokerage account or by a trustee or other nominee (i.e., in “street name”), these proxy materials arebeing forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trusteeor nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invitedto attend the Meeting.

Because a beneficial owneris not a shareholder of record, you may not vote those Shares directly at the Meeting unless you obtain a “legal proxy” fromthe broker, trustee or nominee that holds your Shares, giving you the right to vote the Shares at the Meeting. Your broker, trustee ornominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your Shares.

Who Can Vote

You are entitled to receivenotice of, and vote at, the Meeting if you are a shareholder of record at the close of business on July 8, 2025, in person or througha broker, trustee or other nominee that is one of our shareholders of record as at such time, or which appear in the participant listingof a securities depository on that date.

Quorum and Adjourned Meeting

As of June 30, 2025, we had18,742,093 outstanding Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented and voted on atthe Meeting. Two or more shareholders, present in person or by proxy and entitled to vote, and holding or representing Ordinary Sharesconferring in the aggregate at least 25% of the voting power of the Company, will constitute a quorum for the Meeting. If within an hourfrom the time appointed for the Meeting a quorum is not present, the Meeting shall stand adjourned to the same day in the next week, atthe same time and place, or to such day and at such time and place as the Chairperson of the Meeting may determine with the consent ofthe holders of a majority of the voting power represented at the Meeting in person by proxy and voting on the question of adjournment.At such adjourned meeting, any shareholder present in person or by proxy shall constitute a quorum. No business shall be transacted atany adjourned meeting except business which might lawfully have been transacted at the meeting as originally called.

Revocation of Proxies

Shareholders of record mayrevoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a writtennotice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds Sharesin “street name” should follow the directions of, or contact, the bank, broker or other nominee if he, she or it desiresto revoke or modify previously submitted voting instructions.

Required Vote for the Proposals

The approval of each of theProposals requires the affirmative vote of the holders of a majority of the Ordinary Shares present, in person or by proxy, and votingon the relevant Proposal.

Solicitation of Proxies

Proxies for use at the Meetingare being solicited by our Board. Proxy cards will be mailed to shareholders on or about July 14, 2025. Certain of our officers, directorsand employees, none of whom will receive additional compensation in connection therewith, may solicit proxies by telephone, email or otherpersonal contact. We will bear the cost of the solicitation of proxies, including postage, printing and handling, and will reimburse thereasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares. We may also retainan independent contractor to assist in the solicitation of proxies. If retained for such services, the costs of the contractor will bepaid by us.

Voting Results

The final voting resultswill be tallied by the Company based on the information provided by VStock Transfer LLC or otherwise, and the overall results of theMeeting will be published following the Meeting in a report of foreign private issuer on Form 6-K that will be furnished to the U.S.Securities and Exchange Commission (the “SEC”).

Availability of Proxy Materials

Copies of the proxy card,the notice of the Meeting and this proxy statement are available at the “Investors” section of our website, https://www.gauzy.com.The contents of that website are not incorporated by reference into this proxy statement and do not form part of the proxy solicitationmaterials.

Assistance in Voting your Shares

If you have questions about how to vote your Shares,you may contact Galina Tsitman (Talanker), our Director of Corporate Counsel, by email at Galina.Talanker@gauzy.com.

SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table setsforth information with respect to the beneficial ownership of our ordinary shares as of June 30, 2025 by:

●

each person or entity known by us to own beneficially 5% ormore of our outstanding Ordinary Shares;

●

each of our directors and executive officers individually;and

●

all of our directors and executive officers as a group.

Thebeneficial ownership of our Ordinary Shares is determined in accordance with the rules of the SEC and generally includes any shares overwhich a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposesof the table below, we deem Ordinary Shares issuable pursuant to options that are currently exercisable or exercisable within 60 daysfrom June 30, 2025 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing thepercentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership ofany other person. Percentage of shares beneficially owned is based on ordinary shares issued and outstanding as of June 30, 2025.

Allof our shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares, and neitherour principal shareholders nor our directors and executive officers have different or special voting rights with respect to their OrdinaryShares.

Unlessotherwise noted below, the address of each shareholder, director and executive officer is c/o Gauzy Ltd., 14 Hathiya Street,Tel Aviv, 6816914, Israel.

Name of beneficial owner	Ordinary shares beneficially owned		Percent
5% or Greater Shareholders
Entities affiliated with Ibex Partners, LLC⁽¹⁾		2,867,288		15.0	%
Olive Tree V Limited Partnership⁽²⁾		1,319,812		7.0	%
Infinity Holding Ventures PTE. Limited⁽³⁾		2,847,574		14.9	%
Blue-Red Capital Fund L.P.⁽⁴⁾		1,017,875		5.4	%
Directors and Executive Officers
Eyal Peso⁽⁵⁾		912,628		4.7	%
Adrian Lofer⁽⁶⁾		370,714		2.0	%
Meir Peleg⁽⁷⁾		59,624		*%
Dudi Baruch⁽⁸⁾		20,622		*%
Brittany Kleiman Swisa⁽⁹⁾		19,888		*%
Hadas Talmi Mahler⁽¹⁰⁾		15,616		*%
Michael Donnelly		—		—
Gal Gitter		—		—
Alexander Babitsky⁽¹¹⁾		27,513		*%
Danny Allouche		—		—
Ezriel Jesse Klein⁽¹²⁾		22,301		*%
Lilach Payorski		—		—
All directors and executive officers as a group (12 persons)		1,448,906		7.4	%

Indicates ownership of less than 1%.

(1)

Based upon information contained in a Schedule 13G/A filed by the shareholder on May 7, 2025. Shares beneficiallyowned consist of (i) 2,804,493 ordinary shares (of which 12,241ordinary shares are issuable upon the exercise of options exercisable within 60 days from June 30, 2025 and 322,182 ordinary sharesare issuable upon the exercise of warrants exercisable within 60 days from June 30, 2025) held by Ibex Israel Fund LLLP, a Delawarelimited liability limited partnership (the “Fund”); and (ii) 62,795 ordinary shares held by Ibex Investors LLC, a Coloradolimited liability company (the “Investment Manager”). The Fund is a private investment vehicle. The Fund directly beneficiallyowns the ordinary shares, other than the 62,795 ordinary shares directly beneficially owned by the Investment Manager. Ibex GP LLC, aColorado limited liability company (the “General Partner”) is the general partner of the Fund. Ibex Investment Holdings IILLC, a Delaware limited liability company (“GP Holdings”) is the sole member of the General Partner. The Investment Manageris the investment manager of the Fund. Ibex Investment Holdings LLC, a Delaware limited liability company (“IM Holdings”)is the sole member of the Investment Manager. Justin B. Borus (together with the Fund, General Partner, IM Holdings, GP Holdings and InvestmentManager, collectively, the “Ibex Reporting Persons”) is the manager of the General Partner, IM Holdings, GP Holdings and theInvestment Manager. The General Partner, IM Holdings, GP Holdings, the Investment Manager and Justin B. Borus may be deemed to beneficiallyown the Ordinary Shares directly beneficially owned by the Funds. Each Fund may be deemed to beneficially own the Ordinary Shares directlybeneficially owned by the Fund. Each Ibex Reporting Person disclaims beneficial ownership with respect to any shares other than the sharesdirectly beneficially owned by such Ibex Reporting Person. The principal business office of the Ibex Reporting Persons is c/o Ibex InvestorsLLC, 250 Fillmore Street, Suite 150, Denver, CO 80206.

(2)

To our knowledge, and based upon information contained in a Schedule 13G filed by the shareholder on February14, 2025. Shares beneficially owned consist of (i) 1,282,567 ordinary shares; and (ii) 37,245 ordinary shares issuableupon the exercise of warrants exercisable within 60 days from June 30, 2025. The general partner of Olive Tree V Limited Partnership(“Olive Tree”) is OTV GP I, LLC, a Cayman Islands limited liability company (the “General Partner”). Mr. AlejandroWeinstein, Mr. Mayer Gniwisch and Mr. Amir Lahat are managers and each own 33.33% of the interests of the General Partner. The GeneralPartner, Mr. Alejandro Weinstein, Mr. Mayer Gniwisch and Mr. Amir Lahat may be deemed to indirectly beneficially own the ordinary sharesthat are directly beneficially owned by Olive Tree. The principal business office of Olive Tree is 121 Menachem Begin Rd., 61st Floor,Tel Aviv, Israel.

(3)

To our knowledge, consists of (A) (i) 1,231,691 ordinary shares, (ii) options to purchase 5,225 ordinaryshares that are currently exercisable or will be exercisable within 60 days from June30, 2025, (iii) 252,365 warrants to purchase ordinary shares that are currently exercisable or will be exercisable within 60 daysfrom June 30, 2025, each held by Infinity Holding Ventures PTE. Limited and (B) (i) 904,568 ordinary shares, (ii) 453,725warrants to purchase ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025 each heldby Waarde Capital B.V which is an affiliate of Infinity Holding Ventures PTE. Limited. To the best of our knowledge, Infinity HoldingVentures PTE. Limited, is managed by its ultimate beneficial owners, Maxim Rubin, Ays Sharaev, Boris Pokrovskiy and Alexei Prudnikov.As such, Mr. Rubin, Mr. Sharaev, Mr. Pokrovskiy and Mr. Prudnikov may be deemed to have voting and investment controlover the shares held by Infinity Holding Ventures PTE. Limited. The address of the principal office of Infinity Holding VenturesPTE. Limited is 53 Eastwood Drive, Singapore 486145.

(4)

To our knowledge, consists of (i) 933,927 ordinary shares, and(ii) warrants to purchase 83,948 ordinary shares that are currently exercisable or will be exercisable within 60 days from June30, 2025. To the best of our knowledge, Blue-Red Capital Fund L.P. is managed by an investment committee from Blue-Red Partners PTE Ltd.As such, Blue-Red Partners PTE Ltd. may be deemed to have voting and investment control over the shares held by Blue-Red Capital FundL.P. The address of the principal office of Blue-Red Partners PTE Ltd. is 780 3^rd Ave #4400, New York, NY 10017.

(5)

Consists of (i) 368,244 ordinary shares, and (ii) options to purchase 544,384ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at exerciseprices ranging from $0.06 to $0.07 and expiring from March 2031 to July 2033. Does not include 28,401 ordinary shares issuable upon exerciseof outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at an exercise price of $0.06 and expiringin July 2033.

(6)

Consists of (i) 326,807 ordinary shares, and (ii) options to purchase 43,907ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at exerciseprices ranging from $0.06 to $0.07 and expiring from February 2032 to July 2034. Does not include 21,955 ordinary shares issuable uponexercise of outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at an exercise price of $0.06 andexpiring from February 2032 to May 2034.

(7)

Consists of options to purchase 59,624ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at exerciseprices ranging from $0.06 to $0.07 and expiring from January 2031 to July 2034. Does not include 11,873 ordinary shares issuable uponexercise of outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at exercise prices ranging from$0.06 to $0.07 and expiring from July 2033 to May 2034.

(8)

Consists of options to purchase 20,622ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at exerciseprices ranging from $0.06 to $0.07 and expiring from November 2030 to July 2033. Does not include 5,765 ordinary shares issuable uponexercise of outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at exercise prices ranging from$0.06 to $0.07 and expiring from July 2033 to May 2034.

(9)

Consists of (i) 1,229 ordinary shares, and (ii) options to purchase 18,659ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at exercise pricesranging from $0.06 to $0.07 and expiring from January 2031 to July 2033. Does not include 3,294 ordinary shares issuable upon exerciseof outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at an exercise price of $0.06 and expiringin July 2033.

(10)

Consists of options to purchase 15,616ordinary shares that are currently exercisable or will be exercisable within 60 days from June 30, 2025, exercisable at an exercisableat exercise prices ranging from $0.06 to $0.07 and expiring from January 2031 to July 2033. Does not include 2,056 ordinary shares issuableupon exercise of outstanding options that are not exercisable within 60 days of June 30, 2025, exercisable at an exercise price of $0.06and expiring in July 2033.

(11)

Consists of (i) 26,209 ordinary shares, and (ii) options to purchase 1,304 ordinary shares that arecurrently exercisable or will be exercisable within 60 days from June30, 2025, exercisable at an exercise price of $0.07 and expiring in June 2031.

(12)

Consists of options to purchase 22,301 ordinary shares that are currently exercisable or will be exercisablewithin 60 days from June 30, 2025, exercisable at an exerciseprice of $0.07 and expiring in June 2031. Does not include 47,316 ordinary shares issuable upon exercise of outstanding options that arenot exercisable within 60 days of June 30, 2025, exercisable at an exercise price of $0.06 and expiring in May 2034.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

For information about thecompensation of our five most highly compensated office holders with respect to the year ended December 31, 2024, as required by regulationspromulgated under the Companies Law, please see “Item 6.B.” in our Annual Report on Form 20-F for the year ended December31, 2024, which was filed on March 11, 2025, with the SEC.

CORPORATEGOVERNANCE

Overview

OurArticles of Association provide that we may have no fewer than three and no more than 11 directors, as may be fixed from time to timeby the Board. Assuming the election of each of Alexander Babitsky and Alejandro Weinstein as Class I directors at the Meeting, our Boardis expected to consist of seven directors: Danny Allouche, Alexander Babitsky, Michael Donnelly, Ezriel Jesse Klein, Lilach Payorski,Eyal Peso and Alejandro Weinstein (with the office of Mr. Alejandro Weinstein as a director commencing on November 1, 2025). Four of ourcurrent non-executive directors, Danny Allouche, Alexander Babitsky, Ezriel Jesse Klein and Lilach Payorski are independent under theNasdaq corporate governance rules that require, among other things, that a majority of our directors be independent.

Ourdirectors are appointed by a simple majority vote of holders of our ordinary shares participating and voting at an annual general meetingof our shareholders, provided that (i) in the event of a contested election, the method of calculation of the votes and the manner inwhich the resolutions will be presented to our shareholders at the annual general meeting shall be determined by the Board in its discretion,and (ii) in the event that the Board does not or is unable to make a determination on such matter, then the directors will be electedby a plurality of the voting power represented at the annual general meeting in person or by proxy and voting on the election of directors(which means that the nominees receiving the largest number of “for” votes (up to the number of board seats being filledin such election) will be elected, provided that in the event of a tie, nominees proposed by the Board shall be given precedence overalternative nominees). In addition, our directors are divided into three classes, one class being elected each year at the annual generalmeeting of our shareholders, and serve on the Board until the third annual general meeting following such election or re-election oruntil they are removed at a general meeting of our shareholders in accordance with the Articles of Association or upon the occurrenceof certain events in accordance with the Companies Law and the Articles of Association. In addition, the Articles of Association providethat vacancies on the Board may be filled by a vote of a simple majority of the directors then in office. A director so appointed willhold office until the next annual general meeting of our shareholders for the election of the class of directors in respect of whichthe vacancy was created, or in the case of a vacancy due to the number of directors being less than the maximum number of directors statedin the Articles of Association, until the next annual general meeting of our shareholders for the election of the class of directorsto which such director was assigned by the Board.

Underthe Articles of Association, the approval of the holders of at least 55% of the total voting power of our shareholders is generally requiredto remove any of our directors from office and any amendment to this provision and other provisions concerning the dismissal or removalof directors require the approval of at least 55% of the total voting power of our shareholders.

Ouraudit committee consists of Lilach Payorski, Ezriel Jesse Klein and Alexander Babitsky. Lilach Payorski serves as the chairperson ofthe audit committee. Our compensation committee consists of Ezriel Jesse Klein, Danny Allouche and Alexander Babitsky. Ezriel Jesse Kleinserves as the chairperson of the compensation committee.

Formore information regarding our Board, its committees and our corporate governance practices, see Item 6.C. “Directors, Senior Managementand Employees—Board Practices” in our Annual Report on Form 20-F for the year ended December 31, 2024, which was filed onMarch 11, 2025, with the SEC and Exhibit 2.1 to such Annual Report.

PROPOSAL 1 — RE-ELECTION AND ELECTIONOF CLASS I DIRECTORS

(SEPARATELY WITH RESPECT TO EACH NOMINEE)

Background

Our Board currently consistsof seven directors. Pursuant to our Articles of Association, our Board is divided into three classes with staggered three-year terms.Currently, Class I consists of two directors, Class II consists of three directors and Class III consists of two directors. Shareholdersare being asked to reelect at the Meeting one of our Class I directors, Mr. Alexander Babitsky, and to elect Mr. Alejandro Weinstein,each to serve as a Class I director of the Company until the third annual general meeting of our shareholders following the Meeting (i.e.,until the annual general meeting of our shareholders to be held in 2028), or until he ceases to serve in his office in accordance withthe provisions of the Articles of Association or applicable law, whichever is the earlier. The office of our other current Class I directorwill end at the Meeting. If elected at the Meeting, the election of Mr. Alexander Babitsky will be effective upon the close of the Meeting.At the request of Mr. Alejandro Weinstein, if elected at the Meeting, the term of his office as a director will commence on November 1,2025.

Below is certain biographicalinformation concerning Mr. Babitsky and Mr. Weinstein.

AlexanderBabitsky has served on the Board since February 2017 and was initially appointed by our shareholder Infinity Holding VenturesPTE, an affiliate of Waarde Capital B.V, where Mr. Babitsky served as a Venture Partner. Mr. Babitsky also serves as a member of ouraudit committee. Since 2019, Mr. Babitsky serves as Chief Executive Officer at Entoprotech Ltd., a circular economy company, usingBlack Soldier Flies to turn food waste into high-quality protein and other advanced products. Since 2012, Mr. Babitsky serves as theFounder and Director of NDN Advisers Ltd., a management consulting and corporate finance advisory firm. Prior to that, Mr. Babitskyserved as Director for CIS Markets at Gryphon Emerging Markets Limited, a London-based corporate finance advisory firm focusing onemerging markets. Prior to that, Mr. Babitsky served as the Founder and consultant at N.G.Nir, a management consulting firm, and asa Co-Founder at Tulsa N.Y.M., a medical device company. Prior to that, Mr. Babitsky served as operations controller at CeragonNetworks Ltd. (NASDAQ: CRNT), a global telecommunication equipment company. Prior to that, Mr. Babitsky served as project manager atKulicke and Soffa Industries, Inc. (NASDAQ: KLIC), a leading provider of semiconductor packaging and electronic assembly solutionscompany. Mr. Babitsky served as a board member between March 2013 and August 2019 in Utilight Ltd., and between September 2014 andJuly 2018 in Xplenty Ltd. (now Integrate.io). Mr. Babitsky holds a Bachelor of Science degree in Industrial Engineering from theTechnion — Israel Institute of Technology and a Master’s degree in Business Administration from the University ofOxford.

Alejandro Weinstein isa Certified Public Auditor and accountant and has more than 30 years of experience in the healthcare and wellness industries, both operatingand investing. He is a co-founder of WM Partners LP, a middle-market private equity firm focused on the health and wellness industry.He is also an investor and General Partner of Olive Tree Ventures (OTV), an Israel-based venture capital fund, as well as an investorand Principal of Vanterra Capital. Mr. Weinstein serves on the board of directors of Procaps Group SA, a pharmaceutical and nutraceuticalsolutions, medicines, and hospital supplies business, and also serves on the board of directors of several private companies. Previously,Mr. Weinstein served as Chief Executive Officer of CFR Pharmaceuticals S.A. (“CFR”) for 10 years. As Chief Executive Officerof CFR, he transformed CFR from a local Chilean pharmaceutical company into a global pharmaceutical player. Mr. Weinstein has been involvedin several exit transactions and has extensive M&A transaction experience. Mr. Weinstein holds a Business Administration degree fromthe Universidad Catolica de Chile and participated in the Owner/President Management Program at Harvard Business School.

Mr. Weinstein is one of themanagers and owns 33.33% of the interests of the general partner of Olive Tree V Limited Partnership, one of our principal shareholders.Mr. Weinstein is also an affiliate of Chutzpah Holdings Ltd., an entity with which we entered into a note purchase agreement in November2023 (the “Note Purchase Agreement”), under which $35 million may be drawn. For more information regarding the NotePurchase Agreement, see Item 5.B. “Operating and Financial Review and Prospects— Liquidity and Capital Resources —Indebtedness—November2023 Note Purchase Agreement” in our Annual Report on Form 20-F for the year ended December 31, 2024, which was filed on March 11,2025, with the SEC.

Required Approval

The affirmative vote ofthe holders of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approvalof this Proposal (separately with respect to each nominee).

Proposed Resolutions

It is proposed thatthe following resolutions be adopted at the Meeting, separately with respect to each nominee:

“RESOLVED,to reelect Mr. Alexander Babitsky to serve as a Class I director of the Company until the third annual general meeting of theCompany’s shareholders following the annual general meeting of the Company’s shareholders held in 2025, or until heceases to serve in his office in accordance with the provisions of the Company’s Articles of Association or applicable law,whichever is the earlier, effective immediately.”

“RESOLVED,to elect Mr. Alejandro Weinstein to serve as a Class I director of the Company commencing on November 1, 2025, until the thirdannual general meeting of the Company’s shareholders following the annual general meeting of the Company’s shareholdersheld in 2025, or until he ceases to serve in his office in accordance with the provisions of the Company’s Articles ofAssociation or applicable law, whichever is the earlier.”

The Board recommends thatyou vote “FOR” the proposed resolutions.

PROPOSAL 2 — REAPPOINTMENT OF INDEPENDENTAUDITORS

Background

Under the Companies Law,the shareholders of our Company are authorized to appoint the Company’s independent auditors and under our Articles of Association,the Board (or a committee of the Board, if so authorized by the Board) is authorized to determine the independent auditors’ remuneration.At the Meeting, you will be asked to approve the reappointment of Kesselman & Kesselman (“PwC”), a member of PricewaterhouseCoopersInternational Limited, as the Company’s independent auditors (the “Auditors”) for the fiscal year ending December31, 2025 and to authorize the Board (with power of delegation to its audit committee or upon recommendation of its audit committee) toset the fees to be paid to the Auditors.

Thefollowing table provides information regarding fees paid or to be paid by us to PwC for the years ended December 31, 2024 and 2023:

	Year Ended December 31,
(Dollars)	2024		2023
Audit fees (1)	$	465,000	$	471,500
Audit-related fees (2)		130,880		37,500
Tax fees (3)		4,400		1,200
All Other fees (4)		35,200
Total	$	635,480	$	510,200

(1)

Audit fees consist of professional services provided in connectionwith the audit of our annual financial statements.

(2)

Audit-related fees consist mainly of services in connectionwith our initial public offering.

(3)

Tax fees consist of fees for professional services for taxcompliance, tax advice, and tax audits.

(4)

Tax fees consist of fees for professional services for taxdue diligence.

Required Approval

The affirmative vote of theholders of a majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval ofthis Proposal.

Proposed Resolution

It is proposed that the followingresolution be adopted at the Meeting:

“RESOLVED,to approve the reappointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the Company’sindependent auditors for the fiscal year ending December 31, 2025 (the “Auditors”), and until the close of the Company’snext annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to itsaudit committee or upon recommendation of its audit committee) to set the fees to be paid to the Auditors.”

The Board recommends thatyou vote “FOR” the proposed resolution.

DISCUSSION OF AUDITED CONSOLIDATED FINANCIALSTATEMENTS

In addition to consideringthe foregoing agenda items at the Meeting, we will also be available to discuss our audited consolidated financial statements for thefiscal year ended December 31, 2024. A copy of our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, including ouraudited consolidated financial statements for the year ended December 31, 2024, was filed with the SEC on March 11, 2025, and is availableon the SEC’s website at www.sec.gov as well as on the “Investors” section of our Company’s website at https://www.gauzy.com.The contents of our website do not form part of the proxy solicitation materials.

OTHER BUSINESS

We are not aware of any otherbusiness to be acted upon at the Meeting. If any other business properly comes before the Meeting, the persons designated as proxieswill vote upon such matters in accordance with their best judgment.

ADDITIONAL INFORMATION

We are subject to certaininformation reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), asapplicable to foreign private issuers, and we fulfill our obligations with respect to those requirements by filing reports with the SEC.Our SEC filings are available to the public on the SEC’s website at www.sec.gov.

As a foreign private issuer,we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of thisproxy statement and related notice should not be taken as an admission that we are subject to those proxy rules. Furthermore, our officers,directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions containedin Section 16 of the Exchange Act and the rules thereunder. In addition, we are not required under the Exchange Act to file periodic reportsand financial statements with the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under theExchange Act.

YOU SHOULD RELY ONLY ON THEINFORMATION CONTAINED IN THIS PROXY STATEMENT WHEN VOTING ON THE MATTERS SUBMITTED FOR SHAREHOLDER APPROVAL AT THE MEETING. WE HAVE NOTAUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS DOCUMENT. YOU SHOULD NOT ASSUME THATTHE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE AS OF ANY OTHER DATE OTHER THAN THE DATE SET FORTH BELOW, AND THE LATER RECEIPTOF THIS DOCUMENT BY SHAREHOLDERS SHOULD NOT CREATE ANY IMPLICATION TO THE CONTRARY.

By order of the Board of Directors,

/s/ Eyal Peso
Eyal Peso
Chairperson of the Board of Directors and ChiefExecutive Officer

Dated: July 3, 2025

Exhibit 99.2

	VOTE ON INTERNET
	Go to http://www.vstocktransfer.com/proxy
	Click on ProxyVoter Login and log-on using the below control number. The voting polls will be open until 11:59 p.m. (Eastern Time) on August 6, 2025.
	CONTROL #
	VOTE BY MAIL
* SPECIMEN *	Mark, sign and date your proxy card and return it in the envelope we have provided.
1 MAIN STREET
ANYWHERE PA 99999-9999	VOTE IN PERSON If you would like to vote in person, please attend the 2025 Annual General Meeting of Shareholders to be held on August 7, 2025, at 6:00 p.m. (Israel time), at the offices of the Company, located at 14 Hathiya Street, Tel Aviv 6816914, Israel.

Please Vote, Sign, Date and Return Promptly in the EnclosedEnvelope.

2025 Annual General Meeting of ShareholdersProxy Card - Gauzy Ltd.

▼ DETACHPROXY CARD HERE TO VOTE BY MAIL ▼

The Board of Directors recommendsa vote “FOR” all listed Proposals.

To re-elect our currently serving Class I director, Mr. Alexander Babitsky, effective immediately, andto elect Mr. Alejandro Weinstein, effective as of November 1, 2025, each to serve as a Class I director of the Company to hold officeuntil the third annual general meeting of our shareholders following the 2025 Annual General Meeting of Shareholders, or until he ceasesto serve in his office in accordance with the provisions of the Company’s Amended and Restated Articles of Association, as may beamended from time to time, or applicable law, whichever is the earlier.

Nominees (Vote for eachNominee Separately):

1a.

Alexander Babitsky

☐ FOR

☐ AGAINST

☐ ABSTAIN

1b.

Alejandro Weinstein

☐ FOR

☐ AGAINST

☐ ABSTAIN

To approve the reappointment of Kesselman & Kesselman,a member of PricewaterhouseCoopers International Limited, as the Company’s independent auditors for the fiscal year ending December31, 2025 (the “Auditors”), and until the close of the Company’s next annual general meeting of shareholders, and toauthorize the Company’s board of directors (with power of delegation to its audit committee or upon recommendation of its auditcommittee) to set the fees to be paid to the Auditors.

☐ FOR

☐ AGAINST

☐ ABSTAIN

Note: To transact such other business as may properly come before theMeeting or any adjournment thereof.

(TO BE SIGNED ON REVERSE)

GAUZY LTD.

2025 AnnualGeneral Meeting of Shareholders

August 7,2025 6:00 P.M. Israel Time

At theoffices of the Company, located at 14 Hathiya Street, Tel Aviv, Israel

▼ DETACHPROXY CARD HERE TO VOTE BY MAIL ▼

THIS PROXY IS SOLICITEDON BEHALF OF THE BOARD OF DIRECTORS

The undersignedshareholder(s) of Gauzy Ltd. (the “Company”) hereby appoint(s) Eyal Peso, Meir Peleg and Galina Tsitman (Talanker) or anyone of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) each of them to represent and tovote, as designated on the reverse side of this proxy, all of the ordinary shares of Gauzy Ltd. that the shareholder(s) is/are entitledto vote at the 2025 Annual General Meeting of Shareholders to be held on August 7, 2025, at 6:00 p.m. (Israel time), at the offices of theCompany, located at 14 Hathiya Street, Tel Aviv 6816914, Israel, and any adjournment or postponement thereof.

This proxy, when properly executed, will bevoted as directed herein. If no direction is given, to the fullest extent permitted under applicable law, this proxy will be voted inaccordance with the recommendations of the Board of Directors of the Company. Should any other matter come before the 2025 Annual GeneralMeeting of Shareholders, the proxies or their substitutes have discretionary authority to vote in their best judgment. Any and all proxiesgiven by the undersigned prior to this proxy are hereby revoked.

Electronic Delivery of Future ProxyMaterials. If you would like to reduce the costs incurred by Gauzy Ltd. in mailing materials, you can consent to receiving all futureproxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic delivery, pleaseprovide your email address below and check here to indicate you consent to receive or access proxy materials electronically in futureyears.

Email Address: ___________________________

PLEASE INDICATE YOUR VOTEON THE REVERSE SIDE.

Date	Signature	Signature, if held jointly

Note: This proxy must be signed exactly as the name appearshereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving fulltitle as such. If signer is a partnership, please sign in the partnership’s name by an authorized person.

To change the address on your account, please check the boxat right and indicate your new address.

* SPECIMEN *

AC:ACCT999

90.00