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 May 2025
Commission file number: 001-41760
ParaZero Technologies Ltd.
(Translation of registrant’s name into English)
1 Hatachana Street
Kfar Saba, 4453001, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
CONTENTS
On May 29, 2025, ParaZero
Technologies Ltd. (the “Company”) announced that it will hold its Annual General Meeting of Shareholders on July 3, 2025 at
10:00 a.m. (Israel time) at the offices of the Company’s Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel
Aviv, 6761310 Israel.
In connection with the meeting,
the Company furnishes the following documents:
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A copy of the Notice and Proxy Statement with respect to the Company’s Annual General Meeting of Shareholders describing the proposals to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other details related to the meeting, attached hereto as Exhibit 99.1; and |
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A form of Proxy Card whereby holders of ordinary shares of the Company may vote at the meeting without attending in person, attached hereto as Exhibit 99.2. |
This Report on Form 6-K is
incorporated by reference into the Registrant’s Registration Statements on Form S-8 (File No. 333-278268 and 333-285054 )
and Form F-3 (File Nos. 333-281443 and 333-275351),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ParaZero Technologies Ltd. |
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| Date: May 29, 2025 |
By: |
/s/ Boaz Shetzer |
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Name: |
Boaz Shetzer |
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Title: |
Chief Executive Officer |
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Exhibit 99.1
PARAZERO TECHNOLOGIES LTD
NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is hereby given that
the 2025 Annual General Meeting of Shareholders (the “Meeting”) of ParaZero Technologies Ltd. will be held on Thursday,
July 3, 2025, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street,
Tel Aviv, 6761310 Israel (the “Notice”).
Throughout this Notice and
the enclosed Proxy Statement, we use terms such as “ParaZero,” “we,” “us,” “our,” “the
Company” and “our company” to refer to ParaZero Technologies Ltd. and terms such as “you” and “your”
to refer to our shareholders.
The agenda of the Meeting
will be as follows:
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1. |
Re-election of a Class II Director |
To re-elect our currently serving Class
II director, Ms. Tali Dinar, to serve as a Class II director of the Company until the third annual meeting following her election, or
until she ceases to serve in her office in accordance with the provisions of the Company’s Amended and Restated Articles of Association
(the “Articles of Association”) or any law, whichever is the earlier.
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2. |
Extension of an Approval of a Reverse Split of the Company’s Ordinary Shares |
To approve a reverse share split of the
Company’s issued and outstanding ordinary shares, NIS 0.02 par value per share, in the range of a ratio between 1:5 and 1:20, such
that, depending on the ratio, every five ordinary shares and up to twenty ordinary shares shall be converted into one ordinary share with
such par value to be adjusted proportionally, to be effected at the discretion of, and at such ratio and on such date to be determined
by the board of directors (the “Board”), but not later than 18 months after the date of the Meeting, and to approve
conforming amendments to the Company’s Articles of Association to reflect such reverse share split.
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3. |
Approval of the Terms of Employment of the Company’s Chief Executive Officer |
To approve the terms of employment of
the Company’s new Chief Executive Officer.
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4. |
Appointment of Company’s auditors for fiscal year 2025 |
To approve the appointment of Brightman
Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent auditors for the fiscal year ending
December 31, 2025 (the “Auditors”), and to authorize the Board, upon the recommendation of the Audit Committee, to
determine the Auditors remuneration.
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Presentation of the 2024 Financial Statements |
To present and discuss our financial statements
for the year ended December 31, 2024.
To transact such other business as may
properly come before the Meeting or any adjournment thereof.
These proposals are described
in detail in the enclosed proxy statement, which we urge you to read in their entirety. As more fully described in the proxy statement,
shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than June 3,
2025. If we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised agenda
in the manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting. If
any other matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in accordance
with their judgment on such matters.
The Board of Directors recommends
a vote “FOR” approval of all matters to be voted upon at the Meeting.
Shareholders of record at
the close of business on June 3, 2025 (the “Record Date”), are entitled to notice of, and to vote at, the Meeting and
any adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
Whether or not you plan to
attend the Meeting, you are urged to promptly complete, date and sign the enclosed proxy and to mail it in the enclosed envelope, which
requires no postage if mailed in the United States. Return of your proxy does not deprive you of your right to attend the Meeting, to
revoke the proxy or to vote your shares in person.
Joint holders of shares
should take note that, pursuant to Article 32(d) of our Articles of Association, the vote of the senior holder of the joint shares who
tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose,
seniority will be determined by the order in which the names are recorded in our Register of Shareholders.
In accordance with the Company’s
Articles of Association, any shareholder of the Company may submit to the Company, upon submission of a request, under the terms set forth
in the Articles of Association, the Israeli Companies Law, 5759-1999 and the regulations promulgated thereunder, to include a matter on
the agenda of the Meeting (a “Proposal Request”) to our Chief Financial Officer at the following address: ParaZero
Technologies Ltd., 1 Hatachana Street, Kfar Saba, 4453001, Israel, Attention: Chief Financial Officer, or by e-mail to ir@parazero.com
no later than June 5, 2025.
| By Order of the Board of Directors, |
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| /s/ Amitay Weiss |
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| Chairman of the Board of Directors |
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Dated: May 29, 2025
Our audited financial
statements for the fiscal year ended December 31, 2024, are not a part of the proxy solicitation material, but were filed together with
our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on March 21, 2025, with the
SEC, and is available on the SEC’s website at www.sec.gov and on our website at https://parazero.com/wp-content/uploads/2025/05/ea023408201-20f_parazero_AS-FILEDbannerless.pdf
PARAZERO TECHNOLOGIES LTD.
1 HATACHANA STREET,
KFAR SABA, 4453001, ISRAEL
PROXY STATEMENT
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished
to the holders of our ordinary shares, NIS 0.02 par value per share (“Ordinary Shares”), in connection with the solicitation
by our Board of Directors (“Board”) of proxies for use at the 2025 Annual General Meeting of Shareholders (the “Meeting”),
or at any adjournment thereof, pursuant to the accompanying Notice of 2025 Annual General Meeting of Shareholders (the “Notice”).
The Meeting will be held on Thursday, July 3, 2025 at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky &
Co., located at 20 HaHarash Street, Tel Aviv, 6761310 Israel.
Throughout this Proxy Statement,
we use terms such as “ParaZero,” “we,” “us,” “our,” “the Company” and “our
company” to refer to Parazero Technologies Ltd. and terms such as “you” and “your” to refer to our shareholders.
The agenda of the Meeting
will be as follows:
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1. |
Re-election of a Class II Director |
To re-elect our currently serving Class
II director, Ms. Tali Dinar, to serve as a Class II director of the Company until the third annual meeting following her election, or
until she ceases to serve in her office in accordance with the provisions of the Company’s Amended and Restated Articles of Association
(the “Articles of Association”) or any law, whichever is the earlier.
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2. |
Extension of an Approval of Reverse Split of the Company’s Ordinary Shares |
to approve a reverse share split of the
Company’s issued and outstanding ordinary shares, NIS 0.02 par value per share, in the range of a ratio between 1:5 and 1:20, such
that, depending on the ratio, every five ordinary shares and up to twenty ordinary shares shall be converted into one ordinary share with
such par value to be adjusted proportionally, to be effected at the discretion of, and at such ratio and on such date to be determined
by the Board, but not later than 18 months after the date of the Meeting, and to approve conforming amendments to the Company’s
Articles of Association to reflect such reverse share split.
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3. |
Approval of the Terms of Employment of the Company’s Chief Executive Officer |
To approve the terms of employment of
the Company’s new Chief Executive Officer.
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4. |
Appointment of Company’s auditors for fiscal year 2025 |
To approve the appointment of Brightman
Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent auditors for the fiscal year ending
December 31, 2025 (the “Auditors”), and to authorize the Board, upon the recommendation of the Audit Committee, to
determine the Auditors remuneration.
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5. |
Presentation of the 2024 Financial Statements |
To present and discuss our financial statements
for the year ended December 31, 2024.
To transact such
other business as may properly come before the Meeting or any adjournment thereof.
These proposals are described
in detail in this proxy statement, which we urge you to read in its entirety. As more fully described in this proxy statement, certain
shareholders may present proposals for consideration at the Meeting by submitting their proposals to the Company no later than June 3,
2025. If we determine that a shareholder proposal has been duly and timely received and is appropriate, we will publish a revised agenda
in the manner set forth in the proxy statement. We are currently not aware of any other matters that will come before the Meeting. If
any other matters properly come before the Meeting or any adjournment thereof, the persons designated as proxies intend to vote in accordance
with their judgment on such matters.
You may elect to vote your
Ordinary Shares once, either by attending the Meeting in person or by a duly executed proxy as detailed below.
A form of proxy for use at
the Meeting and a return envelope for the proxy are enclosed. You may revoke the authority granted by your execution of proxies at any
time before the exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting
in person at the Meeting. Proxies must be received no later than forty-eight (48) hours prior to the time fixed for the Meeting. On all
matters considered at the Meeting, abstentions and broker non-votes will be treated as neither a vote “for” nor “against”
the matter, although they will be counted in determining whether a quorum is present.
Proxies for use at the Meeting
are being solicited by our Board. Only shareholders of record as of the close of business on June 3, 2025 (the “Record Date”),
will be entitled to vote at the Meeting and any adjournments or postponements thereof. Proxy cards will be mailed to shareholders on or
about June 3, 2025, and proxies will be solicited chiefly by mail. However, certain of our officers, directors, employees and agents,
none of whom will receive additional compensation in connection therewith, may solicit proxies by telephone, telegram or other personal
contact. We will bear the cost of external proxy solicitors (if any) and other costs of the solicitation of the proxies, including postage,
printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial
owners of Ordinary Shares.
If your Ordinary Shares are
held in “street name” meaning you are a beneficial owner with your shares held through a bank, brokerage firm or other nominee,
you will receive instructions from your bank, brokerage firm or nominee, who is the holder of record of your shares. You must follow the
instructions of the holder of record in order for your shares to be voted.
OUTSTANDING VOTING SECURITIES AND QUORUM
On May 27, 2025, we had 17,063,630
outstanding Ordinary Shares, each of which is entitled to one vote upon each of the matters to be presented at the Meeting. Two or more
shareholders holding Ordinary Shares conferring in the aggregate at least 25% of the voting power, present in person or by proxy and entitled
to vote, will constitute a quorum at the Meeting. If within an hour from the time appointed for the meeting a 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 day and at such time and place
as the Chairman may determine with the consent of the holders of a majority of the voting power represented at the Meeting in person by
proxy and voting on the question of adjournment. No business shall be transacted at any adjourned meeting except business which might
lawfully have been transacted at the meeting as originally called. At such adjourned meeting, any shareholder present in person or by
proxy, shall constitute a quorum.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
For information relating to
the compensation of our five most highly compensated office holders with respect to the year ended December 31, 2024, please see “Item
6. Directors, Senior Management and Employees – B. Compensation” in our Annual Report on Form 20-F for the fiscal year ended
December 31, 2024, which was filed on March 21, 2025 with the Securities and Exchange Commission (the “SEC”).
ITEM 1 — RE-ELECTION OF A CLASS II DIRECTOR
Our Board currently consists
of seven directors. Our Articles of Association provide for a classified Board consisting of three classes of directors. Currently, Class
I consists of two directors, namely Mr. Amitay Weiss and Mr. Natan Israeli, Class II consists of three directors, namely Dr. Roy Borochov,
Ms. Naama Falach Avrahamy and Ms. Tali Dinar, and Class III consists of two directors, namely Mr. Moshe Revach and Mr. Yigal Shtief. The
term of all Class II directors expires on the date of the Meeting. We are seeking to re-elect one Class II director, namely Ms. Tali Dinar.
Our Articles of Association
provide that at the annual meeting of shareholders, directors will be elected to succeed those directors whose terms expire. Such elected
directors shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election.
Accordingly, the Class II director, if elected, shall be elected by our shareholders to serve until the 2028 annual meeting of shareholders,
or until his respective successor shall have been elected and qualified. Each class is elected to serve a staggered three-year term.
At the Meeting, you will be
asked to approve the re-election of Ms. Dinar to continue to serve as a Class II member of our Board.
Ms. Dinar has
served as our director since February 2022. She also serves as Chief Financial Officer of Xylo Technologies Ltd. (Nasdaq: XYLO) since
June 2021. Ms. Dinar served as Chief Financial Officer of Novomic Ltd., a private company, between January 2019 and January 2023. Additionally,
Ms. Dinar has served as a director of Micronet Ltd. (TLV: MCRNT) between July 2016 and February 2023 and as a director in Canzon Israel
Ltd. (TLV: CNZN) between August 2020 and March 2022. Ms. Dinar also currently serves as a member of the board of directors of Jeffs’
Brands, beginning September 30, 2021, a director in Charging Robotics Inc. since April 4, 2023. Prior to these positions, Ms. Dinar served
as CFO of Techcare Corp. (OTC: TECR) from January 2019 to April 2020. She previously served in various positions at MICT Inc. (Nasdaq:
MICT) from 2009 to 2019, including as a director and CFO. Ms. Dinar holds a B.A. in accounting and business administration from the College
of Management and is also a CPA. We selected Ms. Dinar to serve as a director due to her long track record of leading public and private
companies.
Required Approval
The affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the ratification
of the election of the director set forth above.
Proposed Resolutions
It is proposed that the following
resolution be adopted at the Meeting:
“RESOLVED, to
re-elect Ms. Tali Dinar to serve as a Class II director of the Company until the 2028 annual meeting of shareholders, or until she
ceases to serve in her office in accordance with the provisions of the Company’s Articles of Association or any law, whichever is
the earlier.
The Board recommends a
vote “FOR” approval of the proposed resolution.
ITEM 2 — EXTENSION OF AN APPROVAL OF A
REVERSE SPLIT OF THE COMPANY’S
ISSUED AND OUTSTANDING ORDINARY SHARES
Background
As first reported in our report
furnished on Form 6-K to the Securities and Exchange Commission (“SEC”) on April 11, 2025, we received a notification
letter from Nasdaq on April 10, 2025 (the “Nasdaq Notice”), notifying the Company that it is not in compliance with
the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities
to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been provided with an initial 180-calendar day period, ending on October 7, 2025 (the “Initial
Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. If at any time during the Initial Compliance
Period, the closing bid price per share of the Company’s Ordinary Shares is at least $1.00 for a minimum of 10 consecutive business
days, it is expected that Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
If the Company does not regain
compliance within the Initial Compliance Period, it may be eligible for an additional 180-calendar day compliance period, provided that
it meets certain listing requirements of the Nasdaq Capital Market (except the Minimum Bid Price Requirement) and notifies Nasdaq of its
intent to cure this deficiency during this second compliance period. If the Company has not regained compliance within the period(s) granted
by Nasdaq, including any extensions, the Company’s Ordinary Shares will be subject to delisting, pending an appeal to the Nasdaq
Hearing Panel.
On February 8, 2024, we received
a similar notification letter from Nasdaq, notifying the Company that it was not in compliance with the Minimum Bid Price Requirement,
along with all the implications arising from such non-compliance. In order to provide the Company with greater flexibility and to help
stabilize its capital structure, the Board resolved in 2024 to pursue a reverse stock split. At the July 24, 2024, Special General Meeting
of the Company’s shareholders, it was resolved to authorize the Board to effect a reverse split of the Company’s issued and
outstanding Ordinary Shares at a ratio of between 1:5 and 1:20 during a period of 18 months from the date of such meeting. On December
13, 2024, we received a notification letter from Nasdaq, notifying us that the Company had regained compliance with Listing Rule 5550(a)(2)
after our Ordinary Shares maintained a minimum closing bid price of $1.00 or more for 10 consecutive trading days, and, accordingly, the
matter was closed. The Company did not effect a reverse split in order to regain compliance with Listing Rule 5550(a)(2).
In line with the above, the
Board hereby recommends to extend the authority granted by shareholders’ resolution that was adopted on July 24, 2024 for a period
of 18 months from the date of the Meeting.
Purpose and Effect of the Reverse Split
As of the date of this Proxy
Statement, we are currently not in compliance with Nasdaq Listing Rule 5550(a)(2), and there can be no assurance that the closing bid
price for our Ordinary Shares will be compliant within the Initial Compliance Period. Nasdaq has discretion whether to grant the additional
180-day compliance period and in the Company’s case, there is uncertainty as to whether Nasdaq will afford us such an additional
compliance period. Due to the decrease in the share price of the Company’s Ordinary Shares, we believe that a reverse share split
of our Ordinary Shares may be advisable in order to regain compliance with the Minimum Bid Price Requirement either prior to the end of
the Initial Compliance Period (in the event that Nasdaq does not afford us such additional compliance period) or prior to the end of the
additional 180-day compliance period (in the event that Nasdaq does afford us such additional compliance period). We believe that the
continued listing of our Ordinary Shares on the Nasdaq Capital Market will enable us to have better access to the public capital markets
while providing for greater liquidity for our shareholders. In addition, we believe that the Reverse Split (as defined below) is advisable
in order to make our Ordinary Shares more attractive to a broader range of investors, including professional investors, institutional
investors and the general investing public. Regaining compliance with Nasdaq Rules will enable us to maintain our listing for trade on
the Nasdaq Capital Market.
Our Board intends to effect
such Reverse Split only if it believes that a decrease in the number of Ordinary Shares outstanding is likely to improve the trading price
of our Ordinary Shares and is necessary to continue our listing on the Nasdaq Capital Market.
The principal effects of the
Reverse Split would be that:
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the per share exercise price of any outstanding options would be increased proportionately and the number of Ordinary Shares issuable upon the exercise of such options would be reduced proportionately; |
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the number of Ordinary Shares authorized for future issuance under our equity plans would be proportionately reduced and other similar adjustments will be made under the equity plans to reflect the Reverse Split; |
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the exercise, exchange or conversion price of all other outstanding securities, such as warrants, that are exercisable or exchangeable for or convertible into Ordinary Shares would be proportionately adjusted to maintain the intrinsic value of such securities and the number of Ordinary Shares issuable upon such exercise, exchange or conversion would be proportionately adjusted; |
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the par value of our Ordinary Shares will be adjusted in proportion to the ratio of the Reverse Split. For instance, if our Board effects a reverse split at a ratio of 1-for-5, the par value of our Ordinary Shares will change from NIS 0.02 each to NIS 0.10 par value each, and if our Board effects a reverse split at a ratio of 1-for-20, the par value of our Ordinary Shares will change from NIS 0.02 each to NIS 0.40 par value each; |
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the Reverse Split would likely increase the number of shareholders who own odd lots (less than 100 shares). Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally higher than the costs of transactions in “round lots” of even multiples of 100 shares; and |
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after the effective time of the Reverse Split, the Ordinary Shares would have a new CUSIP number, which is a number used to identify our Ordinary Shares. |
We are therefore seeking approval
of the shareholders to effect a reverse split of the Company’s issued and outstanding ordinary shares at a ratio of between 1:5
and 1:20, such that, depending on the ratio, every five ordinary shares and up to twenty ordinary shares shall be converted into one ordinary
share, with the par value adjusted proportionally (the “Reverse Split”). If this Item 1 is approved by our shareholders,
the Board will have the authority, in its own discretion, within 18 months of the date of the Meeting, to determine if to implement the
Reverse Split, and the exact ratio and the effective date of the Reverse Split.
No fractional shares will
be issued as a result of the Reverse Split. In accordance with our Articles of Association, our Board determined that all fractional shares
will be rounded to the nearest whole ordinary share, such that only shareholders holding fractional consolidated shares of more than one-half
of one whole share shall be entitled to receive one consolidated share.
Upon the implementation of
the Reverse Split, we intend to treat shares held by shareholders through a bank, broker, custodian or other nominee in the same manner
as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed
to effect the Reverse Split for their beneficial holders holding our ordinary shares in street name. However, these banks, brokers, custodians
or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold our
ordinary shares with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their
banks, brokers, custodians or other nominees.
Certain Risks Associated with the Reverse Split
There are numerous factors
and contingencies that could affect the price of our Ordinary Shares following the proposed Reverse Split, including the status of the
market for our Ordinary Shares at the time, our reported results of operations in future periods, and general economic, market and industry
conditions. Accordingly, the market price of our Ordinary Shares may not be sustainable as the direct arithmetic result of the Reverse
Split. If the market price of our Ordinary Shares declines after the Reverse Split, our total market capitalization (the aggregate value
of all of our outstanding ordinary shares at the then existing market price) after the Reverse Split will be lower than before the Reverse
Split.
The Reverse Split may result
in some shareholders owning “odd lots” of less than 100 Ordinary Shares on a post-split basis. Odd lots may be more difficult
to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares.
Material Israeli Tax Consequences
The Reverse Split should not
be a taxable event for shareholders under Israeli tax laws. Shareholders should consult with their own tax advisors regarding the tax
effect, if any, of the Reverse Split on them.
Material U.S. Federal Income Tax Consequences
The following is a summary
of the material U.S. federal income tax consequences of the Reverse Split to U.S. Holders (as defined below) of our Ordinary Shares. This
summary does not purport to be a complete discussion of all of the possible U.S. federal income tax consequences. Further, it does not
address the impact of the Medicare surtax on certain net investment income or the alternative minimum tax, U.S. federal estate or gift
tax laws, any state, local or foreign income or other tax consequences or any tax treaties. Also, it does not address the tax consequences
to holders that are subject to special tax rules, such as (i) persons who are not U.S. Holders; (ii) banks, insurance companies, or other
financial institutions; (iii) regulated investment companies; (iv) tax-qualified retirement plans; (v) dealers in securities and foreign
currencies; (vi) persons whose functional currency is not the U.S. dollar; (vii) traders in securities that use the mark-to-market method
of accounting for U.S. federal income tax purposes; (viii) persons deemed to sell our Ordinary Shares under the constructive sale provisions
of the Code; (ix) persons that acquired our Ordinary Shares through the exercise of employee stock options or otherwise as compensation
or through a tax-qualified retirement plan; (x) persons that hold our Ordinary Shares as part of a straddle, appreciated financial position,
synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction; (xi) persons that own,
directly, indirectly or constructively, at any time, Ordinary Shares representing 5% or more of our voting power or value; (xii) certain
former citizens or long-term residents of the United States; and (xiii) tax-exempt entities or governmental organizations.
As used herein, the term “U.S.
Holder” means a beneficial owner of our Ordinary Shares that is (i) an individual citizen or resident of the United States,
(ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated
as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate whose
income is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust if (x) a U.S. court
can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial
decisions of the trust, or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
The discussion is based on
the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial
authority as of the date hereof, all of which are subject to change or differing interpretations, possibly with retroactive effect. This
summary also assumes that the Ordinary Shares prior to the Reverse Split (the “Old Shares”) were, and the Ordinary
Shares after the Reverse Split (the “New Shares”) will be, held as a “capital asset,” as defined within
the meaning of Section 1221 of the Code (i.e., generally, property held for investment). The tax treatment of a U.S. Holder may vary depending
upon the particular facts and circumstances of such U.S. Holder. Each shareholder is urged to consult with such shareholder’s own
tax advisor with respect to the tax consequences of the Reverse Split
If a partnership (or other
entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Ordinary Shares,
the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities
of the partnership. Partnerships that hold our Ordinary Shares, and partners in such partnerships, should consult their own tax advisors
regarding the U.S. federal income tax consequences of the Reverse Split.
We have not sought and will
not seek any ruling from the Internal Revenue Service (the “IRS”) or an opinion from counsel, with respect to the U.S.
federal income tax consequences of the Reverse Split. Our view regarding the tax consequences of the Reverse Split is not binding on the
IRS or the courts. Moreover, there can be no assurance that the IRS or a court will agree with such statements and conclusions.
The Reverse Split is intended
to constitute a “recapitalization” for U.S. federal income tax purposes. Therefore, subject to the discussion regarding passive
foreign investment company (“PFIC”), status below, no gain or loss should be recognized by a U.S. Holder upon such
U.S. Holder’s exchange (or deemed exchange) of Old Shares for New Shares pursuant to the Reverse Split. The aggregate tax basis
of the New Shares received (or deemed received) in the Reverse Split should be the same as the U.S. Holder’s aggregate tax basis
in the Old Shares exchanged (or deemed exchanged) therefor. The U.S. Holder’s holding period for the New Shares should include the
period during which the U.S. Holder held the Old Shares surrendered (or deemed surrendered) in the Reverse Split. U.S. holders that hold
Ordinary Shares acquired on different dates and at different prices should consult their tax advisors regarding identifying the bases
and holding periods of the particular Ordinary Shares they hold after the Reverse Split.
Pursuant to Section 1291(f)
of the Code, to the extent provided in U.S. Treasury regulations, if a U.S. person transfers stock in a PFIC in a transaction that does
not result in full recognition of gain, then any unrecognized gain is required to be recognized notwithstanding any non-recognition provision
in the Code. The U.S. Treasury has issued proposed regulations under Section 1291(f) of the Code, but they have not been finalized. The
IRS could take the position that Section 1291(f) of the Code is effective even in the absence of finalized regulations, or the regulations
could be finalized with retroactive effect. Accordingly, no assurances can be provided as to the potential applicability of Section 1291(f)
of the Code to the Reverse Split.
Based on the projected composition
of our income and valuation of our assets, we may have been a PFIC during 2023, and although we have not determined whether we will be
a PFIC in 2024, or in any subsequent year, our operating results for any such years may cause us to be a PFIC. However, the Company’s
actual PFIC status for the current taxable year or any subsequent taxable year is uncertain and will not be determinable until after the
end of such taxable year. Accordingly, there can be no assurance with respect to the Company’s status as a PFIC for the taxable
year ending December 31, 2024, or any subsequent taxable year. If the Company is treated as a PFIC with respect to a U.S. Holder and Section
1291(f) applies to the U.S. Holder’s exchange (or deemed exchange) of Old Shares for New Shares pursuant to the Reverse Split, the
U.S. Holder may be required to recognize any gain realized on such transfer, in which case such gain generally would be subject to the
“excess distribution” rules under Section 1291 of the Code. U.S. Holders should consult their own tax advisors regarding the
U.S. federal income tax consequences of the Reverse Split if the Company were treated as a PFIC.
Each shareholder should consult
with his, her or its own tax advisor with respect to all of the potential tax consequences to such shareholder of the Reverse Split, including
the applicability and effect of any state, local, and non-U.S. tax laws, as well as U.S. federal tax laws and any applicable tax treaties.
THE U.S. CONSEQUENCES OF THE
REVERSE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO CONSULT THE
SHAREHOLDER’S TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO THE SHAREHOLDER OF THE REVERSE SPLIT.
Required Approval
The affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the proposed
resolution.
Proposed Resolution
It is proposed that the following
resolution be adopted at the Meeting:
RESOLVED, to approve
a reverse share split of the Company’s issued and outstanding ordinary shares NIS 0.02 par value each, in the range of a ratio between
1:5 and 1:20, such that, depending on the ratio, every five ordinary shares and up to twenty ordinary shares shall be converted into one
ordinary share with such par value to be adjusted proportionally, to be effected at the discretion of, and at such ratio and on such date
to be determined by the Board, but not later than 18 months after the date of the Meeting, and to approve conforming amendments to the
Company’s Articles of Association to reflect such reverse share split.
The Board recommends a
vote “FOR” approval of the proposed resolution.
ITEM 3 — APPROVAL OF THE TERMS OF EMPLOYMENT
OF THE COMPANY’S CHIEF
EXECUTIVE OFFICER
At the Meeting, you will be
asked to approve the compensation terms of Mr. Ariel Alon, our new Chief Executive Officer. On May 27, 2025, we announced the appointment
of Mr. Alon as our new Chief Executive Officer, commencing as of July 26, 2025, or before, if possible. In connection with Mr. Alon’s
appointment, we entered into an employment agreement setting forth the terms of employment of Mr. Alon as the Chief Executive Officer
of the Company. The terms of the compensation offered to Mr. Alon under the employment agreement are subject to shareholders’ approval
at the Meeting.
Pursuant to the Israeli Companies
Law, 5759-1999 (the “Companies Law”), in general, the terms of compensation of a chief executive officer of a public
company, such as ParaZero, need to be consistent with a company’s compensation policy and be approved by the company’s compensation
committee, the board of directors and shareholders, in that order. However, the Companies Law also states that, under certain circumstances,
a company’s compensation committee and the board of directors may approve the terms of compensation of a chief executive officer
even if such were not approved by the shareholders of the company after a vote was held on the matter at a general meeting of shareholders.
Such approval needs to be based on detailed reasoning and after re-examining the proposed terms of compensation and evaluating, among
other things, the opposition of the shareholders of the company to the proposed terms of compensation.
Our Board determined that
the terms of Mr. Alon’s compensation as our Chief Executive Officer are within the limitations set forth in our Compensation Policy
for Executive Officers (as amended, the “Compensation Policy”), and approved his terms of compensation in such capacity,
subject to shareholders’ approval.
In approving the terms of
compensation of Mr. Alon, our Compensation Committee of the Board (the “Compensation Committee”) and Board considered
various factors, including, among other things, the educational and professional experience required from our Chief Executive Officer,
his responsibilities and duties, the expected required contribution to our future growth, other elements of compensation, including equity-based
compensation payable (or proposed to be payable) to our Chief Executive Officer. Mr. Alon has extensive experience in the industry, including
over 20 years in senior executive positions, with a strong and proven track record in the defense sector. His broad experience, proven
leadership skills, and deep familiarity with the Company’s field of operation are expected to make a significant contribution to
the Company’s ongoing development and long-term success.
Below is a summary of the
proposed terms of compensation for our Chief Executive Officer (the “Compensation Package”):
Base Salary:
Mr. Alon will be entitled
to a base salary of NIS45,000 (equivalent to approximately $12,800) per month.
Equity Compensation
Mr. Alon will be entitled
to 100,000 RSUs, which shall vest quarterly over three (3) years (the “RSU Grant”). The RSU Grant shall be subject
to the ParaZero Ltd. 2022 Global Share Incentive Plan (the “Plan”), as amended and in effect from time to time.
Mr. Alon will be granted with
60,524 options, which shall vest over four years, with 50% vesting after two years and the remainder shall vest quarterly on a linear
basis with an exercise price of $1.275. The options award shall be subject to the Plan, and the terms of the Grant Letter covering the
grant.
Bonus Entitlement:
Mr. Alon may be eligible to
receive an annual bonus at the Company’s sole discretion and subject to meeting the criteria to be set by the board of directors
of the Company at the beginning of each calendar year, for the purpose of the payment hereof (the “Bonus”). The payment
of the Bonus will be made during the first quarter, with respect to the performance during the previous calendar year, in an amount of
up to four months’ Salary (which shall be pro-rated for the year 2025).
Benefits:
Mr. Alon will be entitled
to customary social and other benefits, such as vacation days, sick leave, company car, cellular phone expenses, in addition to other
benefits consistent with our Compensation Policy, our policies and procedures, and customary market practices.
Termination:
Each party may terminate Mr.
Alon’s employment upon providing 90 days’ advance notice. ParaZero may terminate his employment “for cause” immediately,
and without giving prior notice.
Required Approval
The affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the Compensation
Package, provided that either (i) at least a majority of the Ordinary Shares voted on the matter by non-controlling shareholders or by
shareholders who do not have a personal interest in the resolution, are voted in favor of the matter or (ii) the total number of Ordinary
Shares of non-controlling shareholders or of shareholders who do not have a personal interest in the resolution voted against the matter
does not exceed two percent of the outstanding voting power in our Company.
The Companies Law requires
that each shareholder voting on this proposal indicate whether or not such person is a controlling shareholder or has a personal interest
in such resolution. Under the Companies Law, a “Controlling Shareholder” for this purpose is any shareholder who has
the ability to direct ParaZero’s actions (other than by means of being a director or office holder of the Company), including any
shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in ParaZero. A shareholder
is presumed to be a Controlling Shareholder if it holds or controls, by itself or together with others, one half or more of any one of
the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the
right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer.
To the knowledge of
ParaZero there is no shareholder who is a Controlling Shareholder.
A “Personal Interest”
of a shareholder (i) includes a personal interest of any member of the shareholder’s family (or spouses thereof) or a personal interest
of a company with respect to which the shareholder (or such family member) serves as a director or chief executive officer, owns at least
5% of our Ordinary Shares or has the right to appoint a director or chief executive officer, and (ii) excludes an interest arising solely
from the ownership of our Ordinary Shares.
To avoid confusion, every
shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed
to confirm that such shareholder is a non-Controlling Shareholder and is not a shareholder who has a Personal Interest in the resolution.
If you are a Controlling Shareholder or a shareholder who has a Personal Interest in the resolution, please notify Mr. Regev Livne, our
Chief Financial Officer, at 1 Hatachana St., Kfar Saba, Israel; telephone: +972-3-688-5252, or by email office@parazero.com. If your shares
are held in “street name” by your broker, bank or other nominee and you are a Controlling Shareholder or a shareholder who
has a Personal Interest in the resolution, you should notify the Company as outlined above, and, in addition, you should advise your broker,
bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.
Proposed Resolution
It is proposed that the following
resolution be adopted at the Meeting:
“RESOLVED that
the Compensation Package offered to Mr. Ariel Alon, ParaZero’s newly appointed Chief Executive Officer, as described in the Proxy
Statement, be, and the same hereby is approved.”
The Board of Directors recommends a vote “FOR”
approval of the proposed resolution.
ITEM 4 — RE-APPOINTMENT OF OUR INDEPENDENT
AUDITORS
At the Meeting, you will be
asked to approve the re-appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s
independent auditors (the “Auditors”) for the fiscal year ending December 31, 2025. In addition, you will be asked
to authorize the Board, upon the recommendation of the Audit Committee of the Board (the “Audit Committee”), to determine
the Auditors’ remuneration.
Required Approval
The affirmative vote of a
majority of the Ordinary Shares present, in person or by proxy, and voting on the matter is required for the approval of the re-appointment
of our independent auditors and the authorization of our Audit Committee to fix their remuneration.
Proposed Resolution
It is proposed that the following
resolution be adopted at the Meeting:
“RESOLVED, To
approve the re-appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent
auditors for the fiscal year ending December 31, 2025 (the “Auditors”), and to authorize the Board, upon the recommendation
of the Audit Committee, to determine the Auditors remuneration.”
The Board recommends a vote “FOR”
approval of the proposed resolution.
ITEM 5 — PRESENTATION OF THE COMPANY’S
FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2024
Our audited financial statements
for the fiscal year ended December 31, 2024, are not a part of the proxy solicitation material, but were filed together with our Annual
Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed on March 21, 2025, with the SEC, and is available on
the SEC’s website at www.sec.gov and on our website at https://parazero.com/wp-content/uploads/2025/05/ea023408201-20f_parazero_AS-FILEDbannerless.pdf
We will hold a discussion with respect to the financial statements at the Meeting. This Item will not involve a vote by the shareholders.
ITEM 6 — OTHER BUSINESS
Management knows of no other
business to be transacted at the Meeting, other than as set forth in the Notice. However, if any other matters are properly presented
to the Meeting, the persons named in the enclosed form of proxy will vote upon such matters in accordance with their best judgment.
ADDITIONAL INFORMATION
We are subject to the information
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable
to foreign private issuers, and we fulfill the 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. Shareholders may obtain information directly from the Company,
whose registered office is at 1 Hatachana Street, Kfar Saba, 4453001, Israel and whose telephone number is +972-3-688-5252. The contents
of our website do not form part of the proxy solicitation material.
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 this
proxy 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 contained
in Section 16 of the Exchange Act and the rules thereunder, with respect to their purchases and sales of securities. Lastly, we are not
required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United
States companies whose securities are registered under the Exchange Act.
YOU SHOULD RELY ONLY ON THE
INFORMATION CONTAINED IN THIS PROXY STATEMENT OR THE INFORMATION FURNISHED TO YOU IN CONNECTION WITH THIS PROXY STATEMENT WHEN VOTING
ON THE MATTERS SUBMITTED TO SHAREHOLDER APPROVAL HEREUNDER. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM WHAT IS CONTAINED IN THIS DOCUMENT. THIS PROXY STATEMENT IS DATED MAY 29, 2025. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED
IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER THAN MAY 29, 2025, AND THE LATER RECEIPT OF THIS DOCUMENT BY SHAREHOLDERS SHOULD NOT
CREATE ANY IMPLICATION TO THE CONTRARY.
PROPOSALS OF SHAREHOLDERS
Shareholder Proposals for the Meeting
Any shareholder of the Company
who intends to present a proposal at the Meeting (a “Proposing Shareholder”) must satisfy the requirements of the Companies
Law. Under the Companies Law, only shareholders who hold at least 1% of the Company’s outstanding voting rights are entitled to
request that the Board include a proposal in a future shareholders meeting, provided that such proposal is appropriate for consideration
by shareholders at such meeting (a “Proposal Request”). Such shareholders may present proposals for consideration at
the Meeting by submitting their proposals to the Company no later than June 5, 2025. If our Board determines that a shareholder proposal
has been duly and timely received and is appropriate, we will publish a revised agenda in the manner set forth in the proxy statement.
In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of the Meeting, notice
of the Proposal Request must be timely delivered under any applicable law and stock exchange rules and regulations and the Proposal Request
must comply with any applicable law and stock exchange rules and regulations. The Proposal Request must be made in English and in writing,
signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid,
and received by the Chief Executive Officer. The announcement of an adjournment or postponement of the Meeting shall not commence a new
time period (or extend any time period) for the delivery of a Proposal Request as described above. The Proposal Request must include the
following: (i) the name, address, telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder,
as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Ordinary
Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Ordinary Shares are held indirectly, an explanation
of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied
by evidence satisfactory to the Company of the record holding of such Ordinary Shares by the Proposing Shareholder(s) as of the date of
the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii)
the matter requested to be included on the agenda of the Meeting, all information related to such matter, the reason that such matter
is proposed to be brought before the Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted
upon at the Meeting; (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other person(s)
(naming such person or persons) in connection with the matter that is requested to be included on the agenda and a declaration signed
by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail
of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during
the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved
in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required
under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection
with such matter, if any, has been provided to the Company.
The Board, may, in its discretion,
to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include
a matter in the agenda of the Meeting, as the Board may reasonably require. A “Derivative Transaction” means any agreement,
arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates
or associates, whether of record or beneficial: (i) the value of which is derived in whole or in part from the value of any class or series
of shares or other securities of the Company, (ii) which otherwise provides any direct or indirect opportunity to gain or share in any
gain derived from a change in the value of securities of the Company, (iii) the effect or intent of which is to mitigate loss, manage
risk or benefit of security value or price changes, or (iv) which provides the right to vote or increase or decrease the voting power
of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company,
which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond,
convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related
fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or
series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited
partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing
member.
The information required pursuant
to the above shall be updated as of (i) the Record Date of the Meeting, (ii) five business days before the Meeting, and (iii) as of the
Meeting, and any adjournment or postponement thereof.
| By Order of the Board, |
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| /s/ Amitay Weiss |
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| Chairman of the Board |
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Dated: May 29, 2025
Exhibit 99.2
VOTE ON INTERNET
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Go to http://www.vstocktransfer.com/proxy
Click on Proxy Voter Login and log-on using the
below control number. The voting polls will be open until 11:59 p.m. (Eastern Time) July 1, 2025.
CONTROL #
VOTE BY MAIL |
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Mark, sign and date your proxy card and return it in the envelope we have provided. |
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* SPECIMEN *
1 MAIN STREET
ANYWHERE PA
99999-9999 |
VOTE BY EMAIL
Mark, sign and date your proxy card and return it to vote@vstocktransfer.com |
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VOTE IN PERSON |
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If you would like to vote in person, please attend the 2025 Annual General Meeting of Shareholders to be held on Thursday, July 3, 2025, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash Street, Tel Aviv, 6761310 Israel. |
Please Vote, Sign, Date and Return Promptly
in the Enclosed Envelope.
2025 Annual General Meeting of Shareholders
Proxy Card - ParaZero Technologies Ltd.
DETACH PROXY CARD HERE TO VOTE BY MAIL
The Board of Directors recommends a vote “FOR”
all listed Proposals.
1. Re-election of a Class II Director
To re-elect our currently serving Class II director,
Ms. Tali Dinar, to serve as a Class II director of the Company until the third annual meeting following her election, or until she ceases
to serve in her office in accordance with the provisions of the Company’s Amended and Restated Articles of Association (the “Articles
of Association”) or any law, whichever is the earlier.
| ☐ FOR |
☐ AGAINST |
☐ ABSTAIN |
2. Extension of an Approval of a Reverse Split of the Company’s Ordinary Shares
To approve a reverse share
split of the Company’s issued and outstanding ordinary shares, NIS 0.02 par value per share, in the range of a ratio between 1:5
and 1:20, such that, depending on the ratio, every five ordinary shares and up to twenty ordinary shares shall be converted into one ordinary
share with such par value to be adjusted proportionally, to be effected at the discretion of, and at such ratio and on such date to be
determined by the board of directors (the “Board”), but not later than 18 months after the date of the Meeting, and
to approve conforming amendments to the Company’s Articles of Association to reflect such reverse share split.
| ☐ FOR |
☐ AGAINST |
☐ ABSTAIN |
3. Approval of the Terms of Employment of the Company’s Chief Executive Officer
To approve the terms of employment of the Company’s
new Chief Executive Officer.
| ☐ FOR |
☐ AGAINST |
☐ ABSTAIN |
4. Appointment of Company’s auditors for fiscal year 2025
To approve the appointment
of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent auditors for the fiscal
year ending December 31, 2025 (the “Auditors”), and to authorize the Board, upon the recommendation of the Audit Committee,
to determine the Auditors remuneration.
| ☐ FOR |
☐ AGAINST |
☐ ABSTAIN |
Note: To transact such other
business as may properly come before the Meeting or any adjournment thereof.
Please note: By voting, whether by means of the
enclosed proxy card, via telephone or internet voting, you will be deemed to confirm to the Company that you are NOT a “controlling
shareholder” and do not have a “personal interest” in any of the above proposals. If you are a “controlling shareholder”
or you do have a “personal interest” (both as such terms are referred to in the proxy statement) in any of the above proposals,
please notify the Company, as described in this proxy card (in which case your vote will only count for or against the ordinary majority,
and not for or against the special tally, required for approval and adoption of Proposal No. 3).
(TO BE SIGNED ON REVERSE)
PARAZERO TECHNOLOGIES LTD.
2025 Annual General Meeting of Shareholders
July 3, 2025 10:00 AM Israel Time
At 20 HaHarash Street, Tel Aviv, 6761310 Israel
DETACH PROXY CARD HERE TO
VOTE BY MAIL
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
The shareholder(s) hereby
appoint(s) Amitay Weiss, Boaz Shetzer and Regev Livne or any of them, as proxies, each with the power to appoint his or her substitute,
and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of
ParaZero Technologies Ltd that the shareholder(s) is/are entitled to vote at the 2025 Annual General Meeting of Shareholders to be held
on Thursday, July 3, 2025, at 10:00 a.m. (Israel time), at the offices of our Israeli counsel, Gornitzky & Co., located at 20 HaHarash
Street, Tel Aviv, 6761310 Israel, and any adjournment or postponement thereof.
IMPORTANT NOTE: BY EXECUTING THIS PROXY CARD,
THE UNDERSIGNED SHAREHOLDER IS CONFIRMING THAT HE, SHE OR IT IS NOT A “CONTROLLING SHAREHOLDER” AND DOES NOT HAVE A “PERSONAL
INTEREST” (AS SUCH TERMS ARE REFERRED TO IN THE PROXY STATEMENT) IN THE APPROVAL OF PROPOSAL 3 CAN THEREFORE BE COUNTED TOWARDS
OR AGAINST THE MAJORITY REQUIRED FOR APPROVAL OF THESE PROPOSAL. IF YOU BELIEVE THAT YOU ARE A CONTROLLING SHAREHOLDER OR HAVE A PERSONAL
INTEREST IN THE APPROVAL OF PROPOSAL NO. 3, PLEASE NOTIFY REGEV LIVNE, THE COMPANY’S CHIEF FINANCIAL OFFICER, AT C/O 1 HATACHANA
ST., KFAR SABA, ISRAEL, TELEPHONE: +972-3-688-5252, OR EMAIL OFFICE@PARAZERO.COM.
PLEASE SEE THE COMPANY’S PROXY STATEMENT
FOR A FURTHER EXPLANATION AS TO WHO IS CONSIDERED A “CONTROLLING SHAREHOLDER” OR HAS A “PERSONAL INTEREST”.
This proxy, when properly executed, will be
voted as directed herein. If no direction is given, to the fullest extent permitted under applicable law, this proxy will be voted FOR
all items on the agenda, and, in the discretion of the proxies, upon such other business as may properly come before the 2025 Annual General
Meeting of Shareholders.
Electronic Delivery of Future
Proxy Materials. If you would like to reduce the costs incurred by ParaZero Technologies Ltd. in mailing materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports electronically via email or the internet. To sign up for electronic
delivery, please provide your email address below and check here to indicate you consent to receive or access proxy materials electronically
in future years.
Email Address: ___________________________ ☐
PLEASE INDICATE YOUR VOTE ON THE REVERSE
SIDE.
| Date |
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Signature |
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Signature, if held jointly |
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Note: This proxy must be signed exactly as the
name appears hereon. 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 full title as such. If signer is a partnership, please sign in partnership name by an authorized person.
To change the address on your account, please check the box at right
and indicate your new address. ☐
| * SPECIMEN * |
AC: ACCT999 |
90.00 |
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