UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On September 14, 2021, Industrial Tech Acquisitions, Inc. (the “Company”) and Arbe Robotics Ltd. (“Arbe”) issued a press release (the “Press Release”) announcing that the Company has scheduled a special meeting of its stockholders that will be held virtually on October 5, 2021, at 10:00 a.m. Eastern time, at which, among other things, the Company’s stockholders will be asked to vote on the definitive business combination agreement, dated as of March 18, 2021 (as amended, the “Business Combination Agreement”), by and among the Company, Arbe and Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Arbe, and that the Company’s stockholders of record as of August 24, 2021 are eligible to receive notice of and to vote at the special meeting. Pursuant to the Business Combination Agreement, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Arbe, and the holders of the Company’s common stock and warrants will become holders of Arbe ordinary shares and warrants, all as more particularly set forth in the Business Combination Agreement. The Company also announced that it filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement relating to the special meeting and the Business Combination Agreement. Arbe has filed a Registration Statement on Form F-4 with the SEC with respect to the proposed business combination with ITAC and the Business Combination Agreement and the issuance of Arbe securities to the ITAC stockholders pursuant 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 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 the Company and Arbe and the transactions contemplated by the Business Combination Agreement (the “Transactions”), and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Transactions, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transactions. 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 but are not limited to, risks related to: (i) the expected timing and likelihood of completion of the Transactions, including the risk that the Transactions may not be consummated 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 the Company are not obtained; (ii) a default by one or more of the investors in the PIPE on its commitment, and the Company’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; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (iv) the ability of Arbe to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (v) costs related to the proposed Transactions; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Arbe or the Company; (vi) the disruption of Arbe management’s time from ongoing business operations due to the proposed Transactions; (vii) announcements relating to the Transactions having an adverse effect on the market price of the Company’s securities; (viii) the effect of the Transactions and the announcement thereof on the ability of Arbe to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally; (ix) the failure of Arbe to meet projected development and production targets; (x) changes in applicable laws or regulations, including laws and regulations affecting the market for Arbe’s products; (xi) the possibility that the combined company 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; (xii) the effect of the treatment of the Company’s warrants (and Arbe’s warrants following completion of the merger) as liabilities rather than as equity and the market’s reaction to changes in Arbe’s earnings resulting from changes in the warrant liability; and (xiii) other risks and uncertainties, including those to be identified in the proxy statement/prospectus filed by Arbe and the proxy statement filed by the Company (when available) relating to the Transactions, including those under “Risk Factors,” “Cautionary Notes Concerning Forward-Looking Statements,” “Arbe Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “ITAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” therein, and in other filings with the SEC made by the Company or Arbe. The Company and Arbe caution 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 the Company 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.
1
Important Information About the Transactions and Where to Find It
Arbe has filed with the SEC a Registration Statement on Form F-4 (as amended, 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 Company has filed with the SEC a preliminary proxy statement on Schedule 14A in connection with the special meeting to be held by the Company at which its stockholders will vote on the Transactions and related matters. The Company’s definitive proxy statement and other relevant documents will be mailed to stockholders of the Company as of August 24, 2021, the record date for the Company’s stockholders entitled to notice of and to vote at the special meeting. Stockholders of the Company and other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and, when available, 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, Merger Sub and the Transactions. Stockholders of the Company will also be able to obtain copies of the Registration Statement and the final 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 September 14, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 15, 2021 | ||
3
Exhibit 99.1
Industrial Tech Acquisitions, Inc. and Arbe Robotics Ltd. Announce Special Meeting Date for Proposed Business Combination
Special meeting of Industrial Tech stockholders scheduled for October 5, 2021
TEL AVIV, Israel and HOUSTON, Texas, Sept. 14, 2021 /PRNewswire/ -- Arbe Robotics Ltd. (“Arbe”), a global leader in next-generation 4D Imaging Radar Solutions, and Industrial Tech Acquisitions, Inc. (“ITAC”) (NASDAQ: ITAC), a publicly traded special purpose acquisition company, today announced that ITAC has scheduled a special meeting of its stockholders that will be held virtually on October 5, 2021, at 10:00 a.m. Eastern Time. Stockholders of record as of August 24, 2021 (the “Record Date”) are eligible to receive notice of and to vote at the special meeting. ITAC also announced that it has filed with the SEC a preliminary proxy statement relating to the special meeting. All stockholders of ITAC are strongly encouraged to review the definitive proxy statement when it is available and to vote as soon as possible in advance of the special meeting. The definitive proxy statement will be made available to ITAC’s stockholders as soon as practicable after clearance from the Securities and Exchange Commission has been obtained.
As previously announced, pursuant to the business combination agreement between the parties, upon the effectiveness of the merger, following stockholder approval and satisfaction of the other closing conditions, each ITAC stockholder will receive one Arbe ordinary share for each share of ITAC common stock owned at the effective time of the merger and each holder of ITAC warrants will receive an Arbe warrant to purchase the same number of Arbe ordinary shares at the same exercise price per share. The proxy statement will include detailed information concerning Arbe, ITAC, the terms of the merger and the rights of the ITAC stockholders.
Scott Crist, CEO of ITAC, commented, “We are excited to reach this important milestone in the transaction process. We look forward to completing the business combination with Arbe as the company enters its next phase of innovation and growth.”
ITAC Stockholder Vote
Stockholders who own shares of ITAC as of the Record Date should submit their vote promptly and no later than 11:59 p.m. Eastern Time on October 4, 2021. ITAC stockholders who need assistance in completing the proxy card, need additional copies of the proxy materials, or have questions regarding the special meeting may contact ITAC’s proxy solicitor, Laurel Hill Advisory Group, LLC, by telephone at (888) 742-1305 or by email at ITAC@laurelhill.com.
If the business combination is approved by ITAC stockholders, closing is expected to occur shortly following the special meeting, subject to the satisfaction or waiver of the remaining conditions in the business combination agreement. Following the completion of the business combination, the ordinary shares of Arbe will be listed on the Nasdaq Stock Market under the symbol “ARBE,” and its public warrants will be listed under the symbol “ARBEW.”
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.
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 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. 3 to the Form F-4 filed by Arbe on September 8, 2021 (the “Registration Statement”) and the Preliminary Proxy Statement on Schedule 14A filed by ITAC on September 10, 2021, as well as 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 and the definitive proxy statement sent to ITAC’s stockholders 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.