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Item
7.01
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Regulation
FD Disclosure.
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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.
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.