TEL AVIV,
Israel and HOUSTON, June 29,
2021 /PRNewswire/ -- Arbe Robotics Ltd. ("Arbe"), a
global leader in next-generation 4D Imaging Radar Solutions, has
submitted a draft of a Registration Statement on Form F-4 to the
U.S. Securities and Exchange Commission with respect to its
proposed business combination with Industrial Tech Acquisitions,
Inc. ("ITAC") (NASDAQ: ITAC), a publicly traded special
purpose acquisition company.
Scott Crist, CEO of ITAC,
commented: "We are excited to be completing this next step of the
process in combining with Arbe Robotics. Over the past few
months, we have continued to work with the Arbe team and are
increasingly encouraged by the traction from the auto sector, as
well as the interest from participants in industries outside of
auto. As a result, we remain confident about market
penetration and adoption of Arbe's leading technology."
On March 18, 2021, Arbe and ITAC
announced that they had entered into a definitive business
combination agreement (the "Business Combination Agreement").
On June 28, 2021, Arbe, ITAC and
Autobot MergerSub, Inc., a Delaware corporation and a
wholly owned subsidiary of Arbe ("Merger Sub"), entered into the
First Amendment to the Business Combination Agreement, effective as
of June 28, 2021, pursuant to which
the parties extended the outside deadline by which the business
combination must be completed from August
31, 2021 to October 31, 2021
and addressed the change in treatment of ITAC's warrants from
equity to liability and the consequences of such change.
The business combination is subject to customary closing
conditions, including the approval of ITAC's stockholders and the
listing of Arbe's ordinary shares on The Nasdaq Stock Market.
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. Statements that are not historical
facts, including statements about ITAC 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 risks and uncertainties include, 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 ITAC are not obtained; (ii) 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; (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 ITAC; (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 ITAC'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 ITAC'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 (when available) relating to the
Transactions, 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 SEC by ITAC or Arbe.
ITAC 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 ITAC 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.
ADDITIONAL INFORMATION
General
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 ITAC, and a preliminary prospectus
in connection with the proposed Transactions involving Arbe and
ITAC. The definitive proxy statement and other relevant documents
will be mailed to stockholders of ITAC as of a record date to be
established for voting on the Transactions and related matters.
Stockholders 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 of its stockholders to be held to approve the Transactions
and related matters because these documents will contain important
information about ITAC, Arbe, Merger Sub and the Transactions.
Stockholders of ITAC 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 ITAC 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
ITAC, Arbe and certain of their respective directors, executive
officers, other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies from the shareholders of ITAC in favor of the approval of
the Transaction. Stockholders of ITAC and other interested persons
may obtain more information regarding the names and interests in
the Transactions of ITAC's directors and officers in ITAC's filings
with the SEC. Additional information regarding the interests of
such potential participants will also be included in the
Registration Statement and other relevant documents when they are
filed with the SEC. Free copies of these documents may be obtained
at the SEC's website,
https://www.sec.gov/edgar/searchedgar/companysearch.html, or as
provided in the preceding paragraph.
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SOURCE Arbe