UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 19, 2021
INDUSTRIAL TECH ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39490 | 85-1316132 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5090 Richmond Avenue
Suite 319
Houston, TX 77056
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (713) 599-1300
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | ITACU | The Nasdaq Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | ITAC | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | ITACW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On April 19, 2021, Arbe Robotics Ltd., an Israeli company (“Arbe”), issued a press release (the “Press Release”) announcing an agreement between Arbe and AutoX. As announced on March 18, 2021, and described in greater detail in a Current Report on Form 8-K filed by Industrial Tech Acquisitions, Inc. (“ITAC”) with the Securities and Exchange Commission on March 24, 2021, ITAC and Arbe entered into a definitive Business Combination Agreement, dated as of March 18, 2021, pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, a newly-formed corporation that is a wholly-owned subsidiary of Arbe will merge with and into ITAC, with ITAC surviving as a wholly owned subsidiary of Arbe, and the holders of ITAC’s common stock and warrants will become holders of Arbe ordinary shares and warrants, all as set forth in the Business Combination Agreement.
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains, and certain oral statements made by representatives of ITAC and Arbe and their respective affiliates from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Arbe and AutoX and the transactions described in the Press Release, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed partnership between Arbe and AutoX, expected growth opportunities for Arbe, anticipated future financial and operating performance and results attributable therefrom, and the expected timing of the implementation of the partnership, as well as ITAC’s and Arbe’s expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”) contemplated by the Business Combination Agreement, the satisfaction of the closing conditions to the Transactions and the timing of the completion of the Transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “will,” “could,” “should,” “potential” and similar words or expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. Such risks and uncertainties include, but are not limited to, risks related to: (i) the expected timing and likelihood of completion of the transactions described in the Press Release; (ii) a default by Arbe or AutoX; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement between Arbe and AutoX; (v) costs related to the proposed partnership between AutoX and Arbe; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Arbe or AutoX; (vi) the disruption of Arbe management time from ongoing business operations or performance of the units to be sold to AutoX; (vii) changes in applicable laws or regulations, including laws and regulations affecting the market for Arbe’s products; (viii) the possibility that Arbe may be adversely affected by other economic, business, and/or competitive factors, or the continuing effects of the COVID-19 pandemic, the worsening thereof or other future pandemics; (ix) the expected timing and likelihood of completion of the Transactions, including the risk that the Transactions may not close due to one or more closing conditions to the Transactions in the Business Combination Agreement not being satisfied or waived on a timely basis or otherwise, or that the required approval of the Business Combination Agreement and related matters by the shareholders of Arbe and ITAC are not obtained; (x) a default by one or more of the investors in the PIPE on its commitment, and ITAC’s failure to retain sufficient cash in its trust account or find replacement financing in order to meet the $100 million minimum cash condition in the Business Combination Agreement; (xi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (xii) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Arbe or ITAC; (xiii) the ability of Arbe to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (xiv) risks related to the matters set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, issued by the Division of Corporate Finance of the SEC on April 12, 2021 and costs related to such matters; and (xv) other risks and uncertainties, including those to be identified in the proxy statement/prospectus (when available) relating to the proposed business combination between ITAC and Arbe, including those under “Risk Factors,” “Cautionary Note Concerning Forward-Looking Statements” and “Arbe Management’s Discussion and Analysis of Financial Condition and Results of Operations” therein, and in other filings with the Securities and Exchange Commission by ITAC or Arbe. Readers are cautioned that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these or any forward-looking statements, which relate only to the date they were made, and no party undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as may be required by law or applicable regulation.
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Important Information About the Transactions and Where to Find It
Arbe intends to file with the SEC a Registration Statement on Form F-4, which will include a proxy statement of ITAC that constitutes a prospectus for Arbe and a definitive proxy statement for ITAC’s stockholders. Promptly after filing its definitive proxy statement with the SEC, ITAC will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the Transactions. Investors and securityholders of ITAC and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with ITAC’s solicitation of proxies for the special meeting to be held to approve the Business Combination Agreement and the Transactions because these documents will contain important information about ITAC, Arbe, the Business Combination Agreement and the Transactions. The definitive proxy statement will be mailed to securityholders of ITAC as of a record date to be established for voting on the Business Combination Agreement and the Transactions. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by ITAC with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or by writing to ITAC at: 5090 Richmond Ave., Suite 319, Houston TX, 77056.
Participants in the Solicitation
Arbe, ITAC and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of ITAC common stock in respect of the proposed Transactions. Information about ITAC's directors and executive officers and their ownership of ITAC's common stock is set forth in ITAC's filings with the SEC. Additional information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 19, 2021 |
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SIGNATURE
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 hereunto duly authorized.
| INDUSTRIAL TECH ACQUISITIONS, INC. | ||
| By: | /s/ E. Scott Crist | |
| Name: E. Scott Crist | ||
| Title: Chief Executive Officer and Chairman | ||
| Dated: April 23, 2021 | ||
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Exhibit 99.1
AutoX Selects Arbe’s 4D Imaging Radar Platform for
Level 4 Autonomous Vehicles
AutoX Will Integrate 400,000 Arbe-Based Ultra-High Resolution Radar Systems into L4 Vehicles to Achieve Greater Safety and Performance
TEL AVIV, Israel and HOUSTON, April 19, 2021 – Arbe, a global leader in next-generation 4D Imaging Radar Solutions, today announced that AutoX has chosen its 4D Imaging Radar Platform for their Level 4 autonomous vehicles, RoboTaxis, as well as other autonomous driving projects. Arbe recently revealed plans to go public through a SPAC merger with Industrial Tech Acquisitions, Inc (NASDAQ: ITAC) at equity value of approximately $723M, merger conditions discussed below.
Over the next five years, AutoX is expected to integrate 400,000 Arbe-based ultra-high resolution radar systems in their Level 4 fleet. Multiple radar units will be included as an integral component of the sensor suite for safety application development, AI-based perception algorithms, and sensor fusion.
“We are pleased to be working with AutoX – the leading RoboTaxi player in China and one of the most innovative automotive companies in the world as demonstrated by the fact that they were granted a permit in California to begin driverless testing – to achieve high standards of safety and performance at an ambitious pace,” says Kobi Marenko, CEO of Arbe. “AutoX has continuously proven to be a leader in the China market, taking the first steps in autonomous vehicle advancement. Our partnership is another testimony to the company’s forward-thinking nature.”
AutoX chose to partner with Arbe because their platform enables advanced safety and sensor performance at an attractive price point. As part of the agreement, Arbe will provide AutoX with the entire Arbe Imaging Radar platform, which enables an image 100 times more detailed than any radar on the market, via a proprietary technology with 2K resolution, the highest channel count in the industry.
“We are excited to integrate Arbe’s technology in our Level 4 RoboTaxi fleet and are confident that their radar solution will greatly enhance the safety of our vehicles,” says David Liu, senior perception engineer at AutoX. “Arbe provides the most advanced 4D radar solution on the market. We will be able to leverage the high resolution and advanced processing power with low latency of Arbe’s product for our RoboTaxis operating in China, home to some of the world’s most challenging and dense urban scenarios.”
Arbe is revolutionizing radar by bridging the sensor gap and addressing the core issues that have caused recent autonomous vehicle and autopilot accidents such as detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities. Arbe’s 4D imaging radar is a unique platform that provides ultra-high resolution in any weather or lighting condition.
“The Arbe-AutoX partnership will transform the level of safety for L4 vehicles, elevating the standards of safety and leading the path for the entire industry,” says Roman Levi, VP of Sales and General Manager of Arbe APAC.
About Arbe
Arbe, a global leader in next-generation 4D Imaging Radar Chipset Solutions, is spearheading a radar revolution, enabling truly safe driver-assist systems today while paving the way to full autonomous-driving. Empowering automakers, tier-1 automotive suppliers, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm-changing perception. Arbe's imaging radar is 100 times more detailed than any other radar on the market and is a mandatory sensor for L2+ and higher autonomy. Arbe is expected to list on the Nasdaq stock market following a business combination with Industrial Tech Acquisitions (NASDAQ: ITAC). Arbe is a leader in the fast-growing automotive radar market that has an estimated total addressable market of $11 billion in 2025. Arbe is based in Tel Aviv, Israel, and has offices in the United States.
On March 18, Arbe announced that it had entered into, among other things, a definitive business combination agreement with Industrial Tech Acquisitions, Inc. (NASDAQ: ITAC), a publicly-traded special purpose acquisition company (“ITAC”). Subject to the satisfaction of the terms and conditions set forth in the business combination agreement, upon closing of the transactions, the combined company will operate under the “Arbe Robotics Ltd.” name and is expected to be listed on Nasdaq under the new ticker symbol “ARBE”.
About AutoX
AutoX is a leading RoboTaxi player for the China market, with the mission of ‘Democratizing Autonomy’ to provide universal access to transportation of people and goods. It was founded in 2016 by Dr. Jianxiong Xiao (a.k.a. Professor X), a self-driving technologist from MIT and Princeton University. The company's AutoX Driver platform is capable of handling the densest and most dynamic traffic conditions in urban cities around the world. In the city of Shenzhen, AutoX has deployed the world’s second, and China’s first and only fully driverless RoboTaxi service to the public. AutoX has deployed more than 100 RoboTaxis in the most populated cities, including Shanghai, Shenzhen, and Wuhan. AutoX is the second permit holder for California DMV’s completely driverless RoboTaxi permit. Headquartered in Shenzhen, AutoX has eight offices and five R&D centers globally.
About Industrial Tech Acquisitions, Inc (“ITAC”)
ITAC is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. ITAC is sponsored by Texas Ventures, a leading technology and venture capital firm with expertise in capital markets and structured finance. The firm provides guidance, insight and capital to assist entrepreneurs and managers who have the desire and talent to build exceptional companies. The Texas Ventures' approach is to identify emerging trends and opportunities prior to recognition by the broader marketplace, and to take a proactive approach in working with entrepreneurs and managers who have the determination to build world-class companies
Important Notice Regarding Forward-Looking Statements
This press release contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Arbe and AutoX and the transactions contemplated hereunder, and the parties' perspectives and expectations, are forward looking statements. Such statements include, but are not limited to, statements regarding the proposed partnership between Arbe and AutoX, expected growth opportunities for Arbe, anticipated future financial and operating performance and results attributable therefrom, and the expected timing of the implementation of the partnership. The words “expect,” “believe,” “estimate,” “intend,” “plan”, “anticipate”, “project”, “may”, “should”, “potential” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to, risks related to: (i) the expected timing and likelihood of completion of the transaction contemplated hereunder; (ii) a default by AutoX or Arbe; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of partnership agreement; (v) costs related to the proposed partnership between AutoX and Arbe; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Arbe or AutoX; (vi) the disruption of Arbe management time from ongoing business operations or performance of the units to be sold to AutoX; (vii) changes in applicable laws or regulations, including laws and regulations affecting the market for Arbe’s products; (viii) the possibility that Arbe may be adversely affected by other economic, business, and/or competitive factors, or the continuing effects of the COVID-19 pandemic, the worsening thereof or other future pandemics; (ix) risks related to the matters set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies, issued by the Division of Corporate Finance of the SEC on April 12, 2021 and costs related to such matters, and (x) other risks and uncertainties, including those to be identified in the proxy statement/prospectus (when available) relating to the proposed business combination between ITAC and Arbe, including those under “Risk Factors,” “Cautionary Notes Concerning Forward-Looking Statements” and “Arbe Management’s and Analysis of Financial Conditions and Results of Operations” therein, and in other filings with the Securities and Exchange Commission (“SEC”) by ITAC or Arbe. Arbe cautions that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and Arbe undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.