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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Arbe Robotics Ltd. (Name of Issuer) |
ORDINARY SHARES, NIS 0.000216 PAR VALUE PER SHARE (Title of Class of Securities) |
M1R95N100 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons
Canaan Partners Israel (CPI) (Cayman) L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,243.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class was calculated based on 105,163,188 ordinary shares, NIS 0.000216 par value per share (the "Ordinary Shares"), outstanding as of March 1, 2025, as disclosed in the Issuer's Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons
Canaan Partners Israel (CPI) GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,243.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class was calculated based on 105,163,188 Ordinary Shares outstanding as of March 1, 2025, as disclosed in the Issuer's Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons
Canaan Partners Israel (A.G.P) 1 Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,000,243.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class was calculated based on 105,163,188 Ordinary Shares outstanding as of March 1, 2025, as disclosed in the Issuer's Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons
Ehud M. Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,046,909.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 9,000,243 Ordinary Shares directly held of record by Canaan Partners Israel (CPI) (Cayman) L.P. and (ii) 46,666 Ordinary Shares subject to options granted to Ehud M. Levy exercisable within 60 days of March 31, 2025.
The percent of class was calculated based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by Ehud M. Levy by (b) the sum of (i) 105,163,188 Ordinary Shares outstanding as of March 1, 2025, as disclosed in the Issuer's Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 28, 2025 and (ii) 46,666 Ordinary Shares subject to options granted to Mr. Levy.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Arbe Robotics Ltd. |
| (b) | Address of issuer's principal executive offices:
HaHashmonaim St. 107, Tel Aviv-Yafo, Israel |
| Item 2. | |
| (a) | Name of person filing:
(i) Canaan Partners Israel (CPI) (Cayman) L.P., a Cayman Islands limited partnership (the "Canaan Partners Israel Fund");
(ii) Canaan Partners Israel (CPI) GP, L.P., a Cayman Islands limited partnership ("Canaan (CPI) GP LP");
(iii) Canaan Partners Israel (A.G.P) 1 Ltd, an Israeli limited liability company ("Canaan AGP 1"); and
(iv) Ehud M. Levy, a citizen of Israel ("Mr. Levy"). |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o Ehud Levy, 47 Yehuda Hanasi St., Apt. 83, Tel Aviv, Israel 6939109. |
| (c) | Citizenship:
See Item 2(a) above. |
| (d) | Title of class of securities:
ORDINARY SHARES, NIS 0.000216 PAR VALUE PER SHARE |
| (e) | CUSIP No.:
M1R95N100 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Canaan Partners Israel Fund directly owns 9,000,243 Ordinary Shares, which represents approximately 8.6% of the outstanding shares of Ordinary Shares.
(ii) Canaan (CPI) GP LP is the general partner of Canaan Partners Israel Fund and may be deemed to beneficially own 9,000,243 Ordinary Shares, which represents approximately 8.6% of the outstanding shares of Ordinary Shares.
(iii) Canaan AGP 1 is the general partner of Canaan (CPI) GP LP and may be deemed to beneficially own 9,000,243 Ordinary Shares, which represents approximately 8.6% of the outstanding shares of Ordinary Shares.
(iv) Mr. Levy is the control person of Canaan AGP 1 and may be deemed to beneficially own 9,046,909 Ordinary Shares, which represents approximately 8.6% of the outstanding shares of Ordinary Shares.
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| (b) | Percent of class:
The percent of class of the outstanding ordinary shares beneficially owned by the Reporting Persons in Item 4(a) is based on 105,163,188 ordinary shares outstanding as of March 1, 2025, as disclosed in the Issuer's Annual Report on Form 20-F, as filed with the Securities and Exchange Commission on March 28, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(1) Canaan Partners Israel (CPI) (Cayman) L.P.: 9,000,243 Ordinary Shares;
(2) Canaan Partners Israel (CPI) GP, L.P.: 9,000,243 Ordinary Shares;
(3) Canaan Partners Israel (A.G.P) 1 Ltd: 9,000,243 Ordinary Shares; and
(4) Ehud M. Levy: 9,046,909 Ordinary Shares. | |
| (ii) Shared power to vote or to direct the vote:
None. | |
| (iii) Sole power to dispose or to direct the disposition of:
(1) Canaan Partners Israel (CPI) (Cayman) L.P.: 9,000,243 Ordinary Shares;
(2) Canaan Partners Israel (CPI) GP, L.P.: 9,000,243 Ordinary Shares;
(3) Canaan Partners Israel (A.G.P) 1 Ltd: 9,000,243 Ordinary Shares; and
(4) Ehud M. Levy: 9,046,909 Ordinary Shares. | |
| (iv) Shared power to dispose or to direct the disposition of:
None. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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