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): August 9, 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 August 9, 2021, Arbe Robotics Ltd., an Israeli company (“Arbe”), issued a press release (the “Press Release”) announcing that its Chief Executive Officer, Kobi Marenko, will present at the 2021 J.P. Morgan Automotive Conference on August 11, 2021 at 8:55 a.m. EST.
As previously announced, Arbe and Industrial Tech Acquisitions, Inc. (the “Company”) entered into a business combination agreement, dated as of March 18, 2021 (as amended, the “Business Combination Agreement”), 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 the Company, with the Company surviving as a wholly owned subsidiary of Arbe. The transactions contemplated by the Business Combination Agreement are subject to customary closing conditions, including the approval of the Company’s stockholders and the listing of Arbe’s ordinary shares on The Nasdaq Stock Market. Arbe has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”) with respect to 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 the Company 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 are forward-looking statements. Such statements include, but are not limited to, expected growth opportunities for Arbe and anticipated future financial and operating performance and results attributable therefrom, as well as the Company’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,” “should,” “strategy,” “future,” “will,” “project,” “potential” and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These forward-looking statements together with any statements made by Arbe at the 2021 J.P. Morgan Automotive Conference referred to in the attached Press Release are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry, regulatory and operational factors), known or unknown, which could and are likely to cause the actual results to vary materially from those indicated or anticipated. You should carefully consider the risk factors and uncertainties described in “Risk Factors,” “Arbe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “ITAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Forward-Looking Statements” and the additional risks described in Amendment No. 1 to the Registration Statement on Form F-4 (as may be further amended, the “Registration Statement”) filed by Arbe with the SEC on July 30, 2021 and the other documents filed by Arbe and the Company with the SEC, including the possibility that the business combination may not be consummated. Further, since the Registration Statement has not been declared effective by the SEC, the final proxy statement/prospectus forming a part of the Registration Statement may contain additional risks, which may be material. The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may, and are likely to, 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 neither Arbe nor the Company undertakes any 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.
1
Important Information About the Transactions and Where to Find It
Arbe has filed with the SEC the Registration Statement, which includes a preliminary proxy statement of the Company, and a preliminary prospectus in connection with the proposed Transactions involving Arbe and the Company. The definitive proxy statement and other relevant documents will be mailed to stockholders of the Company as of a record date to be established for voting on the Transactions and related matters. Stockholders of the Company 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 the Company’s solicitation of proxies for the special meeting of its stockholders to be held to approve the Transactions and related matters because these documents will contain important information about the Company, Arbe and the Transactions. Stockholders of the Company will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to the Company by contacting E. Scott Crist, Chief Executive Officer, c/o Industrial Tech Acquisitions, Inc., 5090 Richmond Avenue, Suite 319, Houston, Texas 77056, at (713) 599-1300 or at scott@texasventures.com.
Participants in the Solicitation
Arbe, the Company 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 the Company’s common stock in respect of the proposed Transactions. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’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 August 9, 2021 |
2
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: August 11, 2021 | |||
3
Exhibit 99.1
Arbe to Present at the 2021 J.P Morgan Automotive Conference
TEL AVIV, Israel and HOUSTON, Aug. 9, 2021 /PRNewswire/ -- Arbe Robotics Ltd. (“Arbe”), a global leader in next-generation 4D Imaging Radar Solutions, announced today that Chief Executive Officer Kobi Marenko will present at the 2021 J.P. Morgan Automotive Conference on August 11, 2021 at 8:55 AM EST.
The public audio link of the presentation will be available here. To schedule a meeting with Arbe, please contact Arbe’s investor team at investors@arberobotics.com.
About Arbe Robotics, Ltd.
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 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 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 an office in the United States.
Arbe is party to a business combination agreement, dated as of March 18, 2021, pursuant to which a wholly-owned subsidiary of Arbe will merge with and into Industrial Tech Acquisitions, Inc. (“ITAC”) (NASDAQ: ITAC), with ITAC surviving as a wholly-owned subsidiary of Arbe, and the holders of ITAC’s common stock and warrants becoming holders of Arbe ordinary shares and warrants, all as set forth in the business combination agreement. The business combination is subject to customary closing conditions, including the approval of ITAC’s and Arbe’s shareholders and the listing of Arbe’s ordinary shares on The Nasdaq Stock Market as disclosed in Arbe’s and ITAC’s filings with the Securities and Exchange Commission.
About Industrial Tech Acquisitions, Inc.
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. The words “expect,” “believe,” “estimate,” “intend,” “plan”, “anticipate”, “project”, “may”, “should”, “strategy,” “future,” “will,” “project,” “potential” and similar expressions indicate forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements together with any statements made by Arbe at the 2021 J.P. Morgan Automotive Conference referred to in this press release are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry, regulatory and operational factors), known or unknown, which could and are likely to cause the actual results to vary materially from those indicated or anticipated. You should carefully consider the risk factors and uncertainties described in “Risk Factors,” “Arbe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “ITAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Forward-Looking Statements” and the additional risk described in Amendment No. 1 to the Form F-4 filed by Arbe on July 30, 2021 and the other documents filed by Arbe and ITAC with the SEC, including the possibility that the business combination may not be consummated. Further, since the registration statement on Form F-4 has not been declared effective by the SEC, the final proxy statement/prospectus forming a part of the Form F-4 may contain additional risks, which may be material. The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may, and are likely to, 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 neither Arbe nor ITAC undertakes any 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.