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): June 28, 2021
INDUSTRIAL TECH ACQUISITIONS,
INC.
(Exact name of registrant
as specified in its charter)
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Delaware
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001-39490
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85-1316132
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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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:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Units,
each consisting of one share of Class A Common Stock and one Redeemable Warrant
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ITACU
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The
Nasdaq Stock Market LLC
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Class
A Common Stock, par value $0.0001 per share
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ITAC
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The
Nasdaq Stock Market LLC
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Warrants,
each exercisable for one share Class A Common Stock for $11.50 per share
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ITACW
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The
Nasdaq Stock Market LLC
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 28, 2021, Industrial Tech Acquisitions,
Inc. (the “Company”) and Arbe Robotics Ltd. (“Arbe”) entered into the First Amendment (the “Amendment”)
to the Business Combination Agreement (as defined below), pursuant to which, among other things, the parties agreed to extend the outside
deadline by which their business combination must be competed 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.
As announced on March 18, 2021, and described
in greater detail in a Current Report on Form 8-K filed by ITAC with the Securities and Exchange Commission (the “SEC”) on
March 24, 2021, ITAC entered into a definitive business combination agreement, dated as of March 18, 2021 (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 a wholly-owned subsidiary
of Arbe (“Merger Sub”), will merge with and into ITAC, with ITAC surviving as a wholly-owned subsidiary of Arbe, and the
holders of ITAC’s common stock and warrants will become 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 stockholders and the listing of Arbe’s ordinary shares
on The Nasdaq Stock Market.
The description of the terms of the Amendment
contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith
as Exhibit 2.1.
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Item 7.01
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Regulation FD Disclosure.
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On June 29, 2021, Arbe and ITAC issued a press
release (the “Press Release”) announcing that Arbe has submitted a draft of a Registration Statement on Form F-4 to the SEC
with respect to its proposed business combination with ITAC and the Amendment to the Business Combination Agreement described in Item
1.01.
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 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 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.
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 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
Arbe, ITAC 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
ITAC common stock in respect of the proposed Transactions. Information about ITAC’s directors and executive officers and their ownership
of ITAC’s common stock is set forth in ITAC’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.
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.
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INDUSTRIAL TECH ACQUISITIONS, INC.
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By:
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/s/ E. Scott
Crist
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Name: E. Scott Crist
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Title: Chief Executive Officer and Chairman
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Dated: June 29, 2021
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4
Exhibit 2.1
FIRST
AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This First Amendment to Business
Combination Agreement (this “Amendment”) is made and entered into effective as of June 28, 2021, by and among
(i) Industrial Tech Acquisitions, Inc., a Delaware corporation ( “ITAC”), (ii) Arbe Robotics Ltd.,
an Israeli company (the “Company”), and (iii) Autobot MergerSub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Agreement (as hereinafter defined).
WHEREAS, ITAC, the
Company and Merger Sub are parties to that certain Business Combination Agreement, dated as of March 18, 2021 (as hereby amended, the
“Agreement”);
WHEREAS, as a direct
result of recent accounting interpretations promulgated by the SEC discussed in Section 2, it has taken the Parties additional time to
prepare their initial draft of the Registration Statement and, therefore, they hereby deem it desirable and in the best interest of the
Parties to extend the originally contemplated Outside Date in accordance with the terms set forth herein; and
WHEREAS, the Parties
desire to amend the Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the
BCA, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Amendment
to Extend the Outside Date. The Parties hereby agree that Section 7.1(b) of the Agreement is hereby amended to delete the reference
to “August 31, 2021” therein and replace it with the date October 31, 2021.
2. Amendment
regarding Warrant Liability. The ITAC Disclosure Schedules and Schedule 5.3 (Conduct of Business of ITAC) are hereby deemed amended
to provide for a general disclosure (including with respect to Section 3.6 (SEC Filings and ITAC Financials) of the BCA) as to any actual
or potential changes (including any required restatements of the ITAC Financials or the SEC Reports done during the Interim Period) to
ITAC’s accounting of the ITAC Warrants as equity rather than as liabilities that were or may be required as a result the Staff Statement
on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) that was
issued by the SEC on April 12, 2021, and related guidance by the SEC.
3. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Agreement and the Ancillary Documents are and shall
remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Agreement or any Ancillary Document, or any other right, remedy,
power or privilege of any Party, except as expressly set forth herein. Any reference to the Agreement in the Agreement or any other agreement,
document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Agreement, as amended by
this Amendment (or as the Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The
Agreement, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein,
constitutes the entire agreement between the Parties with respect to the subject matter of the BCA, and supersedes all prior agreements
and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the Agreement is
materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the
provision of the Agreement shall, to the extent of such difference or inconsistency, be disregarded. This Amendment shall be interpreted,
construed, governed and enforced in a manner consistent with the Agreement, and, without limiting the foregoing, Sections 9.1 through
9.11, 9.13, 9.14 and 9.15 of the Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions
apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.
{remainder of page intentionally
blank; signature page follows}
IN WITNESS WHEREOF,
the parties hereto have executed this First Amendment to Business Combination Agreement as of the date first written above.
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ITAC:
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INDUSTRIAL TECH ACQUISITIONS, INC.
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By:
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/s/ E. Scott Crist
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Name: E. Scott Crist
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Title: CEO
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The Company:
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ARBE ROBOTICS LTD.
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By:
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/s/ Kobi Marenko
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Name: Kobi Marenko
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Title: CEO
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Merger Sub:
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AUTOBOT MERGERSUB, INC.
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By:
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/s/ Kobi Marenko
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Name: Kobi Marenko
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Title: CEO
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{Signature Page to First Amendment to Business
Combination Agreement}
Exhibit 99.1
Industrial
Tech Acquisitions and Arbe Robotics announce Submission of Draft Registration Statement to the Securities and Exchange Commission with
respect to proposed business combination
NEWS
PROVIDED BY
Arbe
à
Jun
29, 2021, 07:00 ET
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.
SOURCE
Arbe
4