Item
1.01. Entry into a Material Definitive Agreement.
On September 6, 2021, Industrial Tech Acquisitions,
Inc. (the “Company”), Arbe Robotics Ltd. (“Arbe”) and Autobot MergerSub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (“Merger Sub”), entered into the Second Amendment (the “Amendment”) to the Business
Combination Agreement (as defined below), pursuant to which the parties agreed that no fractional ordinary shares of Arbe would be issued
to Arbe shareholders in the Recapitalization (as defined in the Business Combination Agreement) and that all fractional ordinary shares
would be rounded up or down to the closest integral number of ordinary shares, with one-half share being rounded up to the next higher
integral number of shares, and the adjusted purchase price or exercise price of any warrant or option would be computed to two decimal
places.
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 Securities and Exchange Commission (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, 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 set forth in the Business Combination Agreement.
The business combination is subject to customary
closing conditions, including the approval of the Company’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.
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”
and “Arbe Management’s and Analysis of Financial Conditions and Results of Operations” therein, and in other filings
with the SEC 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 definitive proxy statement and other relevant documents will be mailed to stockholders
of the Company as of a record date established for voting on the Transactions and related matters. Stockholders of the Company 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 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.
