UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The 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) |
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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
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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
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Item 5.07 Submission of Matters to a Vote of Security Holders
On October 5, 2021, Industrial Tech Acquisitions, Inc. (the “Company”) held a special meeting of its stockholders (the “Meeting”), at which holders of an aggregate of 6,619,109 shares of the Company’s Class A common stock and Class B common stock (collectively, “Common Stock”) were present in person or by proxy, constituting a quorum for the transaction of business at the Meeting. Only stockholders of record as of the close of business on August 24, 2021, the record date for the Meeting, were entitled to vote at the Meeting. As of the record date, 9,680,736 shares of Common Stock were outstanding and entitled to vote (as a single class) at the Meeting. An aggregate of 5,813,894 shares of Class A common stock were presented for redemption in connection with the Meeting. The proposals listed below were presented at the Meeting, which proposals are described in more detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 17, 2021 (the “Proxy Statement”). A summary of the final voting results of the Meeting is set forth below.
Proposal 1 – The Business Combination Proposal
The Company’s stockholders approved Proposal 1 (the Business Combination Proposal). The votes cast were as follows:
|
For |
Against | Abstain | ||
| 6,590,859 | 28,000 | 250 |
Proposal 2 – The ITAC Charter Proposal
The Company’s stockholders approved Proposal 2 (the ITAC Charter Proposal). The votes cast were as follows:
|
For |
Against | Abstain | ||
| 6,587,145 | 31,702 | 262 |
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the “Adjournment Proposal” described in the Proxy Statement, which had been previously voted on by proxy, was not presented to stockholders at the Meeting.
The transactions contemplated by the Business Combination Agreement (as defined below and as described in the Proxy Statement) were consummated on October 7, 2021.
Item 7.01 Regulation FD Disclosure.
On October 1, 2021, Arbe Robotics Ltd. (“Arbe”) issued a press release (the “Press Release”) announcing that it was named a 2021 Automotive News PACEpilot Innovation to Watch at an online awards ceremony on September 30, 2021. This award recognizes post-pilot pre-commercial innovations in the automotive and future mobility space.
As announced on March 18, 2021, and described in greater detail in a Current Report on Form 8-K filed by the Company with the SEC on March 24, 2021, the Company entered into a definitive business combination agreement, dated as of March 18, 2021 (as amended, the “Business Combination Agreement”), with Arbe, a global leader in next-generation 4D Imaging Radar Solutions, pursuant to which, upon the terms and subject to the conditions set forth therein, among other things, Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Arbe, would 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 would become holders of Arbe ordinary shares and warrants, all as set forth in the Business Combination Agreement. As disclosed in Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the Business Combination Agreement and the transactions contemplated thereby at a special meeting held on October 5, 2021 and the transactions contemplated by the Business Combination Agreement were consummated on October 7, 2021. Following the consummation of the business combination, the ordinary shares and warrants of Arbe are expected to begin trading on the Nasdaq Capital Market under the symbols “ARBE” and “ARBEW,” respectively, on October 8, 2021.
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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.
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 risks described in the proxy statement/prospectus dated September 17, 2021 which was filed by Arbe with the Securities and Exchange Commission (the “SEC”) on September 20, 2021 and the Definitive Proxy Statement on Schedule 14A which was filed by the Company with the SEC on September 17, 2021, as well as the other documents filed with the SEC by Arbe and the Company. 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.
Important Information About the Transactions and Where to Find It
Arbe has filed the proxy statement/prospectus and the Company has filed the definitive prospectus in connection with the Transactions involving Arbe and the Company. Stockholders of the Company may obtain copies of the these documents, without charge, 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.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the 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 October 1, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 7, 2021 | |||
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Exhibit 99.1
Arbe Named a 2021 Automotive News PACEpilot Innovation to Watch
Oct 01, 2021, 08:30 ET
TEL AVIV, Israel, Oct. 1, 2021 /PRNewswire/ -- Arbe Robotics Ltd. (“Arbe”), a global leader in next-generation 4D Imaging Radar Solutions, today announced that it was named a 2021 Automotive News PACEpilot Innovation to Watch at the online awards ceremony on September 30, 2021. This award recognizes post-pilot pre-commercial innovations in the automotive and future mobility space. These represent product, software/IT system or process and idea incubators that the awards committee believe have the potential to revolutionize an automaker’s business.
“We are honored to be chosen as a 2021 Automotive News PACEpilot Innovation to Watch,” noted Kobi Marenko, Chief Executive Officer at Arbe. “This award demonstrates the key role that our 4D Imaging Radar is playing in the automotive marketplace and how we are revolutionizing safety in the ADAS and autonomous vehicle industry that will impact the future of mobility.”
Arbe was recognized for “the Power of 4D Imaging Radar to Support Higher Levels of Autonomy.” Based on proprietary technology, Arbe’s 4D imaging radar is revolutionizing automotive sensing with an affordable, ultra-high-resolution sensor that is designed to delivers the top performance in the industry in all weather and lighting conditions. The company’s 4D Imaging Radar technology is now empowering customers to transform their imaging radar systems - tier 1 auto suppliers, OEMs, and new mobility players are enhancing their perception algorithms based on this technology.
Arbe’s 4D radar chipset solution provides ultra-high resolution and supports over 100,000 detections per frame with a point cloud density that is unparalleled to any other radar solution on the market. Radars are crucial to the automotive industry and will be deployed in nearly all new vehicles as a long range, cost-effective sensor with the fewest environmental limitations. Arbe’s 4D imaging radar solution can truly support, in terms of both safety and accuracy, the sensing requirements of Level 4 and Level 5 autonomous vehicles and we believe will be essential for any Level 2+ vehicle.
This was the second year Automotive News recognized PACEpilot honorees and the first time they named Innovations to Watch.
For complete details of the Automotive News PACEpilot program and this year’s Innovations to Watch, visit www.autonews.com/pace.
About Arbe
Arbe, the provider of next-generation 4D Imaging Radar Chipset Solutions, is leading a radar revolution, enabling truly safe driver-assist systems today while paving the way to full autonomous-driving. 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. The company is empowering automakers, tier-1 companies, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with advanced sensing and paradigm-changing perception. Arbe is a leader in the fast-growing automotive radar market that has a total addressable market of $11 billion in 2025. Arbe is based in Tel Aviv, Israel, and has offices in the United States. Arbe’s website is https://arberobotics.com/. Information contained on, or that can be accessed through, Arbe’s website or any other website is expressly not incorporated by reference into and is not a part of this press release.
On March 18, 2021, 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.”
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,” “Forward-Looking Statements” and the additional risk described in the proxy statement/prospectus dated September 17. 2021 which was filed by Arbe with the Securities and Exchange Commission, as well as the other documents filed by Arbe with the SEC, including the possibility that the business combination described in the proxy statement/prospectus may not be consummated. 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 Arbe does not undertake 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.