SC 13G

NAMES OF REPORTING PERSONS

Canaan Partners Israel (CPI) (Cayman) L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Arbe Robotics Ltd.

(Name of Issuer)

ORDINARY SHARES, NIS 0.000216 PAR VALUE PER SHARE

(Title of Class of Securities)

M1R95N 100

(CUSIP Number)

December 31, 2021

(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)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 2 of 8 Pages

(1)	The percent of class was calculated based on 62,135,453 ordinary shares outstanding as of October 21, 2021, as disclosed in the Issuer’s Rule 424(b)(2) prospectus dated November 2, 2021, as filed with the Securities and Exchange Commission on November 4, 2021.


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 3 of 8 Pages


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 4 of 8 Pages


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 5 of 8 Pages


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 6 of 8 Pages

Item 1.

Issuer

(a)

Name of Issuer: Arbe Robotics Ltd. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

HaHashmonaim St. 107

Tel Aviv-Yafo, Israel

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(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”).

The address of the principal business office of each of the reporting persons is 12 Rav Ashi St., Apt. #11, Tel Aviv, Israel 6939546.

(d)

Title of Class of Securities: Ordinary Shares, NIS 0.000216 par value per share, (the “Ordinary Shares”)

(e)

CUSIP Number:

M1R95N 100

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under Section 15 of the Act;

(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

	If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 7 of 8 Pages

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

(i)

Canaan Partners Israel Fund directly owns 9,036,429 Ordinary Shares, which represents approximately 14.5% 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 9,036,429 Ordinary Shares, which represents approximately 14.5% 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 9,036,429 Ordinary Shares, which represents approximately 14.5% 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 9,036,429 Ordinary Shares, which represents approximately 14.5% of the outstanding shares of Ordinary Shares.

(c)

Number of shares as to which such person has:


	Number of Ordinary Shares
Reporting Person	(i)		(ii)		(iii)		(iv)
Canaan Partners Israel (CPI) (Cayman) L.P.		9,036,429		0		9,036,429		0
Canaan Partners Israel (CPI) GP, L.P.		9,036,429		0		9,036,429		0
Canaan Partners Israel (A.G.P) 1 Ltd		9,036,429		0		9,036,429		0
Ehud M. Levy		9,036,429		0		9,036,429		0

(i)

Sole power to vote or direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 62,135,453 ordinary shares outstanding as of October 21, 2021, as disclosed in the Issuer’s Rule 424(b)(2) prospectus dated November 2, 2021, as filed with the Securities and Exchange Commission on November 4, 2021.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

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.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.


CUSIP No. M1R95N 100		SCHEDULE 13G		Page 8 of 8 Pages

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.

Date: February 9, 2022


CANAAN PARTNERS ISRAEL (CPI) (CAYMAN) L.P.

By: Canaan Partners Israel (CPI) GP L.P., its general partner
By: Canaan Partners Israel (A.G.P) 1 Ltd, its general partner

By:		/s/ Ehud Levy
		Ehud Levy, Director

CANAAN PARTNERS ISRAEL (CPI) GP L.P.
By: Canaan Partners Israel (A.G.P) 1 Ltd, its general partner

By:		/s/ Ehud Levy
		Ehud Levy, Director

CANAAN PARTNERS ISRAEL (A.G.P) 1 LTD

By:		/s/ Ehud Levy
		Ehud Levy, Director

/s/ Ehud M. Levy