PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
OF
INDUSTRIAL TECH ACQUISITIONS, INC.

and

PROSPECTUS FOR UP TO 9,680,736 ORDINARY SHARES, 10,938,976 WARRANTS AND 10,938,976
ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF
ARBE ROBOTICS LTD.

The board of directors of Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), unanimously approved entry by ITAC into the Business Combination Agreement dated as of March 18, 2021 (the “Business Combination Agreement”), by and among Arbe Robotics Ltd., an Israeli company (“Arbe”), Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Arbe (“Merger Sub”), and ITAC, which provides for, among other things and subject to the terms and conditions set forth therein, the merger of Merger Sub with and into ITAC, with ITAC surviving as a wholly-owned subsidiary of Arbe, as a result of which (i) the holders of ITAC’s Class A Common Stock and Class B Common Stock (collectively, ITAC Common Stock”) becoming holders of an equal number of ordinary shares of Arbe (“Arbe Ordinary Shares”), and (ii) the holders of outstanding warrants to purchase shares of ITAC Common Stock (“ITAC Warrants”) becoming warrants (“Arbe Warrants”) to purchase an equal number of Arbe Ordinary Shares at the same exercise price per Arbe Ordinary Share and for the same exercise period. The Merger and the other transactions contemplated by the Business Combination Agreement, are collectively referred to herein as the “Merger.”

Pursuant to the Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective Time”), and contingent upon the Closing, Arbe will effect a recapitalization (the “Recapitalization”) pursuant to which (a) each outstanding warrant (collectively, the “Outstanding Arbe Warrants”) to purchase Arbe Ordinary Shares or Arbe Preferred Shares (other than any Outstanding Arbe Warrants which (1) are not required by their terms to be exercised in connection with the Transactions, and (2) are not exercised at the election of the holder thereof prior to the consummation of the Recapitalization, all of which unexercised warrants being referred to as the “Continuing Warrants”) will be exercised in accordance with their respective terms (all such Outstanding Company Warrants so exercised, the “Exercising Arbe Warrants”), (b) immediately following such exercise, each outstanding Arbe Preferred Share will become and be converted into Arbe Ordinary Shares in accordance with Arbe’s Amended and Restated Company Articles of Association currently in effect (the “Existing Arbe Articles”) and (c) immediately following such conversion, but for the avoidance of doubt prior to the Effective Time, each then outstanding Arbe Ordinary Share shall, as a result of the Recapitalization, be converted into such number Arbe Ordinary Shares as is determined by multiplying (1) such Arbe Ordinary Share by (2) the quotient obtained by dividing (A) the sum of (i) $525,000,000, plus (ii) on a dollar-for-dollar basis equal to the amount by which the ITAC Transaction Expenses (other than expenses relating to the PIPE Investment) (in each instance, as defined in the Business Combination Agreement) exceed $7.0 million, by (B) $10.00, and subsequently dividing such quotient by (C) the sum of (i) the number of Arbe Ordinary Shares outstanding and (ii) without duplication, the number of Arbe Ordinary Shares issuable upon the exercise of all then outstanding (x) Continuing Warrants and (y) options to purchase shares of Arbe Ordinary Shares (including, any options granted subsequent to the date of the Business Combination Agreement (collectively, the “Outstanding Company Options,” but excluding, in each instance, for the avoidance of doubt, any Arbe Ordinary Shares issued or issuable in connection with the PIPE Investment), and taking such quotient to five decimal places, which ratio is referred to as the “Conversion Ratio.”

The registration statement of which this proxy statement/prospectus is a part covers the Arbe Ordinary Shares and Arbe Warrants issuable to the stockholders and warrant holders of ITAC as described above, excluding any shares of ITAC Common Stock issued to the PIPE Investors at the closing of the Merger, any shares of ITAC Common Stock with respect to which public holders exercised their right of redemption under ITAC’s certificate of incorporation, as currently in effect, and any Arbe Ordinary Shares held prior to the consummation of the Merger by shareholders of Arbe. Accordingly, we are registering up to an aggregate of 20,823,008 Arbe Ordinary Shares, which represents 9,680,736 Arbe Ordinary Shares issued with respect to the outstanding ITAC Common Stock and 11,142,272 Arbe Ordinary Shares issuable upon the exercise of the Arbe Warrants, including Arbe Warrants issuable upon exercise

of the underwriter’s unit purchase option, and 10,938,976 Arbe Warrants, including Arbe Warrants issuable upon exercise of the underwriter’s unit purchase option. These numbers assume that no ITAC public stockholders exercise their redemption right. We are not registering with this registration statement the Arbe Ordinary Shares issuable to the PIPE Investors or any Arbe Ordinary Shares held prior to the consummation of the Merger by stockholders of Arbe.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Special Meeting of ITAC stockholders scheduled to be held on           , 2021 in virtual format.

Although Arbe is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the closing of the Merger, Arbe will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Arbe intends to apply for listing of the Arbe Ordinary Shares and Arbe Warrants on Nasdaq under the proposed symbols “ARBE” and “ARBEW,” respectively, to be effective at the consummation of the Merger. It is a condition of the consummation of the Merger that the Arbe Ordinary Shares are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that Arbe’s securities will be listed on Nasdaq or that a viable and active trading market will develop following the consummation of the Merger. See “Risk Factors” beginning on page 40 for more information.

Effective as of closing, Arbe will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Effective as of closing, it is expected that Arbe will qualify as a “foreign private issuer” as defined in the Exchange Act and will therefore be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, in connection with such status, Arbe’s officers, directors and principal shareholders would be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Arbe would not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. domestic registrants whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides ITAC stockholders with detailed information about the Merger and other matters to be considered at the Special Meeting of ITAC. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

None of the Securities and Exchange Commission, the Israel Securities Authority or any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated           , 2021, and is first being mailed to ITAC stockholders on or about           , 2021.

INDUSTRIAL TECH ACQUISITONS, INC.
5090 Richmond Avenue, Suite 319
Houston, TX 77056

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON          , 2021

TO THE STOCKHOLDERS OF INDUSTRIAL TECH ACQUISITONS, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), will be held virtually at            Eastern time, on           , 2021, accessible at            or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1)    to consider and vote upon a proposal to adopt the Business Combination Agreement dated as of March 18, 2021 (the “Business Combination Agreement”), by and among Arbe Robotics Ltd., an Israeli company (“Arbe”), Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Arbe (“Merger Sub”), and ITAC, which provides for, among other things, (A) the merger (the “Merger”) of Merger Sub with and into ITAC, with ITAC surviving as a wholly-owned subsidiary of Arbe, and (B) in connection therewith (1) the holders of ITAC’s Class A Common Stock and Class B Common Stock (collectively, “ITAC Common Stock”) becoming holders of an equal number of ordinary shares of Arbe (“Arbe Ordinary Shares”), and (2) the holders of Warrants to purchase shares of ITAC Common Stock (“ITAC Warrants”) becoming holders of warrants (“Arbe Warrants”) to purchase an equal number of Arbe Ordinary Shares at the same exercise price per share and for the same exercise period (the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

(2)    to consider and vote upon a proposal to amend, immediately following and in connection with the closing of the Merger, ITAC’s existing amended and restated certificate of incorporation (the “Existing ITAC Charter”) by adopting the second amended and restated certificate of incorporation attached hereto as Annex C (the “Restated ITAC Charter”), which we refer to as the “ITAC Charter Proposal”; and

(3)    to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, ITAC is not authorized to consummate the Merger or adopt the ITAC Charter Proposal, which we refer to as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ITAC Common Stock at the close of business on           , 2021, are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, the ITAC board of directors has determined that each of (i) the Business Combination Proposal, (ii) the ITAC Charter Proposal and (iii) the Adjournment Proposal are advisable and fair to and in the best interest of ITAC and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the ITAC Charter Proposal, and “FOR” the Adjournment Proposal, if presented.

The Merger is conditioned on the approval of each of the Business Combination Proposal and the ITAC Charter Proposal (the “Condition Precedent Proposals”) at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety. If the Business Combination Proposal is not approved by ITAC’s stockholders, the Merger will not be consummated and the Restated ITAC Charter will not be adopted.

All of ITAC’s stockholders are cordially invited to attend the Special Meeting virtually. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of ITAC Common Stock, you may also cast your vote virtually at the

Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you must obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal and the ITAC Charter Proposal, but will have no effect on the Adjournment Proposal.

A complete list of ITAC stockholders of record entitled to vote at the Special Meeting will be available for ten days immediately prior to the Special Meeting at the principal executive offices of ITAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted. The Merger is conditioned on the approval of each of the Condition Precedent Proposals at the Special Meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of the other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which each ITAC stockholder is encouraged to read carefully and in its entirety.

Thank you for your participation. We look forward to your continued support.

This proxy statement/prospectus is dated           , 2021 and is first being mailed to ITAC stockholders on or about           , 2021.

By Order of the Board of Directors

Houston, Texas

          , 2021

such quotient by (C) the sum of (i) the number of Arbe Ordinary Shares then outstanding and (ii) without duplication, the number of Arbe Ordinary Shares issuable upon the exercise of all then outstanding Continuing Arbe Warrants and Outstanding Arbe Options, (but excluding, in each instance, for the avoidance of doubt, any Arbe Ordinary Shares issued or issuable in connection with the PIPE Investment), and taking such quotient to five decimal places.

“Deadline Date” means the date by which ITAC must complete a business combination failing which it is required to liquidate, with the Trust Account being paid over to the holders of the Public Shares. Such date is December 11, 2021, which date may be extended for up to two periods of three months each upon payment into the Trust Account of an extension payment of $763,260 for each such three-month extension.

“DGCL” means the Delaware General Corporation Law.

“DTC” means The Depository Trust Company.

“Effective Time” means the effective time of the Merger pursuant to the Business Combination Agreement.

“Enhanced Lock-up Restrictions” means the additional restrictions to which the Sponsor is subject pursuant to the Founder Lock-Up Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exercising Arbe Warrants” means Outstanding Arbe Warrants, other than the Continuing Arbe Warrants, which have been exercised prior to or as a part of the Recapitalization.

“Existing Arbe Articles” means the Amended and Restated Articles of Association of Arbe in effect on the date of this proxy statement/prospectus.

“Existing ITAC Charter” means ITAC’s amended and restated certificate of incorporation as in effect on the date of this proxy statement/prospectus.

“Founder Lock-up Agreement” means the lock-up agreement, dated March 18, 2021, pursuant to which the Sponsor agreed to certain restrictions on the sale of the Arbe Ordinary Shares to be issued to the Sponsor pursuant to the Business Combination Agreement in addition to the restrictions set forth in the Letter Agreement.

“Founder Registration Rights Agreement” means the registration rights agreement, dated as of September 8, 2020, pursuant to which ITAC granted registration rights to the Sponsor.

“Founder Registration Rights Agreement Amendment” means the first amendment dated March 18, 2021 to the Founder Registration Rights Agreement pursuant to which Arbe agreed to assume the obligations of ITAC under the Founder Registration Rights Agreement.

“Founder Shares” means the shares of ITAC Class B Common Stock initially purchased by the Sponsor in a private placement prior to the IPO.

“Insiders” means the executive officers and directors of ITAC.

“IPO” means the initial public offering of Units of ITAC, pursuant to its prospectus dated September 8, 2020.

“Israeli Companies Law” means the Israeli Companies Law, 5759-1999, as amended.

“ITAC Charter Proposal” means the proposal to amend and restate the Existing ITAC Charter to change the corporate name of ITAC to Autobot HoldCo, Inc., to change the authorized capital stock to 100 shares of common stock and to otherwise restate the Existing ITAC Charter to a certificate of incorporation appropriate for a privately owned corporation, such amendment and restatement to become effective upon the effectiveness of the Merger.

“ITAC Class A Common Stock” means ITAC’s Class A common stock, par value $0.0001 per share.

“ITAC Class B Common Stock” means ITAC’s Class B common stock, par value $0.0001 per share.

“ITAC Common Stock” means ITAC Class A Common Stock and ITAC Class B Common Stock.

“ITAC Private Warrants” means the ITAC Warrants sold to the Sponsor in a private placement in connection with the IPO or otherwise sold in a private placement and include any ITAC Warrants issued upon conversion of any convertible promissory note issued to the Sponsor.

“ITAC Public Warrants” means ITAC Warrants included in Units sold in the IPO.

“ITAC Warrant” means a warrant to purchase one share of ITAC Class A Common Stock at a price of $11.50 per share, which may be either an ITAC Public Warrant or an ITAC Private Warrant.

“Letter Agreement” means the Letter Agreement, by and between ITAC, its officers and directors and the Sponsor, pursuant to which the Sponsor and ITAC’s officers and directors agreed, among other things, to vote in favor of any proposed business combination, not to seek any redemption of any shares of ITAC Common Stock owned by them, and to certain lock-up provisions.

“Maxim” means Maxim Group LLC, the underwriter of ITAC’s IPO.

“Maximum Redemption Scenario” assumes that that all Public Stockholders holding 7,623,600 Public Shares will exercise their redemption rights for the approximately $77.0 million of funds in the Trust Account. Arbe’s obligations under the Business Combination Agreement are subject, among other conditions, to the amount of cash and cash equivalents of ITAC at the Closing, including cash not redeemed from the Trust Account and cash raised in the PIPE Investment (which, for the avoidance of doubt, solely for purposes of the computation of Minimum Cash Requirement includes any cash paid to Arbe if Arbe exercises its right to directly issue Arbe Ordinary Shares pursuant to the PIPE Subscription Agreements) will not be less than $100,000,000 (after giving effect to redemptions of ITAC’s public stockholders, but prior to the payment of ITAC’s or Arbe’s Transaction Expenses or other liabilities due at the Closing (the “Minimum Cash Condition”). Under the Existing ITAC Charter, ITAC is prohibited from redeeming or repurchasing Public Shares submitted for redemption if such redemption would result in ITAC’s or Arbe’s failure to have net tangible assets (as determined in accordance with Rule3a5l-l(g)(1) of the Exchange Act (or any successor rule)) in excess of $5,000,001. As ITAC expects that, at Closing, ITAC or Arbe will retain at least the minimum required capital to satisfy ITAC’s obligation to maintain net tangible assets in excess of $5,000,001, the Minimum Cash Condition will be satisfied if the PIPE investors consummate their PIPE investments for an aggregate of $100 million of Arbe Ordinary Shares.

“Merger” means the merger of Merger Sub with and into ITAC, with ITAC surviving the merger and becoming a wholly-owned subsidiary of Arbe, along with the other transactions contemplated by the Business Combination Agreement.

“Minimum Cash Requirement” means that the aggregate amount of cash and cash equivalents of ITAC at the Closing, including cash not redeemed from the Trust Account and cash raised in the PIPE Investment (which, for the avoidance of doubt, solely for purposes of the computation of Minimum Cash Requirement includes any cash paid to Arbe if Arbe exercises its right to directly issue Arbe Ordinary Shares pursuant to the Subscription Agreements with the PIPE Investors) will not be less than $100,000,000 (after giving effect to redemptions of ITAC’s public stockholders, but prior to the payment of ITAC’s or Arbe’s Transaction Expenses or other liabilities due at the Closing).

“Nasdaq” means the Nasdaq Stock Market.

“No Redemption Scenario” means a scenario in which no Public Stockholder elects to have his or her Public Shares redeemed in connection with the Merger.

“Outstanding Arbe Options” means outstanding options to purchase Arbe Ordinary Shares issued pursuant to Arbe’s existing option plans that are outstanding on the date of the Recapitalization.

“Outstanding Arbe Warrants” means the warrants issued by Arbe which are outstanding on the date of the Business Combination Agreement which give the holders the right to purchase Arbe Ordinary Shares or Arbe Preferred Shares, as applicable.

“PIPE Investment” means the purchases of PIPE Shares pursuant to PIPE Subscription Agreements with the PIPE Investors, such purchases to be consummated immediately prior to the consummation of the Merger.

“PIPE Investors” means certain accredited investors who executed PIPE Subscription Agreements pursuant to which they agreed, in the aggregate, to purchase the PIPE Shares.

“PIPE Shares” means 10,000,000 shares of ITAC Class A Common Stock subscribed for and to be purchased by the PIPE Investors pursuant to the PIPE Subscription Agreements; provided, however, that in lieu of such shares of ITAC Class A Common Stock, Arbe has the right to issue Arbe Ordinary Shares to the PIPE Investors upon completion of the Recapitalization (with the PIPE Shares not participating in the Recapitalization) in the same number and the same price per share that would apply if ITAC were the issuer.

“PIPE Subscription Agreements” means the subscription agreements entered into by the PIPE Investors, pursuant to which the PIPE Investors have committed to subscribe for and purchase the PIPE Shares at a purchase price per share of $10.00.

“Post-Closing Board of Directors” means the board of directors of Arbe composed of seven directors, consisting of four directors designated by Arbe, at least two of whom will be considered independent under Nasdaq requirements; one director designated by ITAC, and two independent directors (under Nasdaq requirements) mutually agreed upon by Arbe and ITAC.

“Prospectus” means the prospectus dated September 8, 2020 included in the Registration Statements on Form S-1 (Registration No. 333-242339) filed by ITAC with the SEC in connection with the IPO.

“Public Shares” means shares of ITAC Class A Common Stock issued as part of the Units sold in the IPO.

“Public Stockholders” means the holders of Public Shares of ITAC.

“Recapitalization” means the recapitalization whereby (i) all Exercising Arbe Warrants are exercised in accordance with their terms, (ii) all outstanding Arbe Preferred Shares are converted into Arbe Ordinary Shares in accordance with their terms and the Existing Arbe Charter, and (iii) each Arbe Ordinary Share that is outstanding after the exercise and conversion pursuant to clauses (i) and (ii) of this definition will become and be converted into such number of Arbe Ordinary Shares as is determined by multiplying such Arbe Ordinary Share by the Conversion Ratio. Each Outstanding Arbe Warrant and Outstanding Arbe Option shall be adjusted to reflect the Recapitalization.

“Redemption” means ITAC’s acquisition of Public Shares in connection with the Merger pursuant to the right of the holders of Public Shares to have their shares redeemed in accordance with the procedures described in this proxy statement/prospectus.

“Restated Arbe Articles” means the amendment and restatement of the Existing Arbe Articles, in the form attached to this proxy statement/prospectus as Annex B, and approved by the Arbe shareholders as one of the Arbe Shareholder Approval Matters.

“Restated ITAC Charter” means the amended and restated certificate of incorporation of ITAC in the form attached as Annex C to this proxy statement/prospectus which changes the corporate name of ITAC to Autobot HoldCo, Inc., changes the authorized capital stock of ITAC to 100 shares of common stock and otherwise restates the Existing ITAC Charter to a certificate of incorporation appropriate for a privately-owned corporation, all as described in “Proposal No. 2. The ITAC Charter Proposal.”

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Special Meeting” means the Special Meeting of the stockholders of ITAC, to be held virtually on         , 2021 at         . Eastern time, accessible at          or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

“Sponsor” means Industrial Tech Partners, LLC, a Delaware limited liability company.

“Sponsor Shares” means 1,905,900 shares of ITAC Class B Common Stock, which will become the right to receive 1,905,900 Arbe Ordinary Shares pursuant to the Business Combination Agreement.

“Transaction” or “Transactions” means the transactions contemplated by the Business Combination Agreement and the PIPE Subscription Agreements to occur at or immediately prior to the Closing, including the Recapitalization and the Merger.

“Transaction Expenses” means all fees and expenses of any of Arbe or ITAC incurred or payable as of the Closing and not paid prior to the Closing in connection with the consummation of the Transactions, including, without limitation,

any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors) retained by or on behalf of ITAC or Arbe, including any all deferred expenses (including fees and commissions payable to underwriter of ITAC’s IPO).

“Trust Account” means the trust account that holds the proceeds of the IPO and of the concurrent sale of the ITAC Private Warrants.

“Trust Agreement” means the investment management trust agreement effective September 11, 2020, between ITAC and Continental Stock Transfer & Trust Company, LLC.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“U.S.” means the United States of America.

“Units” means Units issued in the IPO, each consisting of one share of ITAC Class A Common Stock and one Public Warrant.

“Voting Agreements” means the agreements pursuant to which certain holders of Arbe Preferred Shares and/or Arbe Ordinary Shares agreed to vote their shares of Arbe in favor of the Merger.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of Arbe. All such determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrant Agreement” means that certain warrant agreement, dated as of September 8, 2020, between ITAC and Continental Stock Transfer & Trust Company, LLC.

SUMMARY OF THE MATERIAL TERMS OF THE MERGER

The descriptions below of the material terms of the Merger are intended to be summaries of such terms. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the terms of the Business Combination Agreement, which is filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

The parties to the Business Combination Agreement are Arbe, Merger Sub and ITAC. Pursuant to the Business Combination Agreement:

i.       Pursuant to the Recapitalization, prior to the Effective Time but contingent upon the completion of the Merger, (a) each Exercising Arbe Warrant will be exercised to purchase Arbe Ordinary Shares or Arbe Preferred Shares in accordance with the terms of Exercising Arbe Warrants, (b) immediately following such exercise by the holders of Exercising Arbe Warrants, each outstanding Arbe Preferred Share shall be converted into Arbe Ordinary Shares in accordance with the Arbe Existing Articles and (c) Arbe will effect a recapitalization of the Arbe Ordinary Shares so that the holders of the Arbe Ordinary Shares (and options and warrants to acquire Arbe Ordinary Shares that are not converted to Arbe Ordinary Shares in the Recapitalization) will have shares (or the right to acquire shares, as applicable) valued at $10.00 per share having a total value of $525,000,000, plus the amount of any ITAC transaction expenses (other than expenses related to the PIPE Investment) in excess of $7,000,000, on a fully diluted basis (the ratio at which Company Ordinary Shares are recapitalized being referred to herein as the Conversion Ratio); and (d) with respect to outstanding options and warrants to purchase Arbe Ordinary Shares, the number of Arbe Ordinary Shares issuable upon exercise of such security will be multiplied by the Conversion Ratio and the exercise price of such security will be multiplied by the Conversion Ratio. The Business Combination Agreement does not provide for any purchase price adjustments (other with respect to ITAC transaction expenses above $7,000,000, as described above, for which there is no post-closing adjustment). No fractional Arbe Ordinary Shares shall be issued to holders of Arbe Ordinary Shares, and any fractional shares will be rounded to the next higher integral number of Arbe Ordinary Shares.

ii.      Immediately prior to the Effective Time, but after the Recapitalization, subject to the next sentence, the PIPE Investors will purchase 10,000,000 shares of ITAC Class A Common Stock at a purchase price of $10.00 per share, for a total purchase price of $100,000,000 pursuant to the PIPE Subscription Agreements. Notwithstanding the forgoing, pursuant to the PIPE Subscription Agreements, Arbe has the right to issue to the PIPE Investors a total of 10,000,000 Arbe Ordinary Shares after the completion of the Recapitalization, in which event ITAC will no longer have an obligation to sell ITAC Class A Common Stock to the PIPE Investors and the PIPE Investors shall have no right to purchase ITAC Class A Common Stock from ITAC. For the avoidance of doubt, the PIPE Investors shall not participate in the Recapitalization.

iii.     Following the consummation of the Recapitalization, Merger Sub will, at the Effective Time, be merged with and into ITAC, which will continue as a wholly-owned subsidiary of Arbe, and in connection therewith, (a) each share of ITAC Common Stock issued and outstanding immediately prior to the Effective Time, including shares of ITAC Class A Stock, if any, issued in a PIPE Investment to be consummated immediately prior to the Effective Time, be cancelled, in exchange for the right of the holder thereof to receive an equal number of Arbe Ordinary Shares, and (b) each ITAC Warrant outstanding immediately prior to the Effective Time will be exchanged for the right to receive an Arbe Warrant to purchase the same number of Arbe Ordinary Shares at the same exercise price during the same exercise period as the ITAC Warrant being exchanged.

iv.      The Existing ITAC Charter shall be amended and restated substantially in the form of the Restated ITAC Charter, and each issued and outstanding share of common stock, of Merger Sub will become and be converted into the right to receive one share of common stock, par value $0.01 per share, of ITAC, with the result that the Surviving Company will become a direct, wholly-owned subsidiary of Arbe.

v.       As a result of the Recapitalization, each Continuing Arbe Warrant and each Outstanding Arbe Option will become a warrant or an option to purchase such number of Arbe Ordinary Shares, in each instance determined by (i) multiplying the number of Arbe Ordinary Shares issuable upon such exercise of such security by the Conversion Ratio and (ii) dividing the exercise price of such security by the Conversion Ratio. All fractional Arbe Ordinary Shares will be rounded to the next higher integral number of Arbe Ordinary Shares, and the adjusted purchase price or exercise price will be computed to two decimal places.

Upon consummation of the Merger, Arbe will become a publicly traded company. Arbe intends to apply for listing of the Arbe Ordinary Shares and Arbe Warrants on Nasdaq under the proposed symbols “ARBE” and “ARBEW,” respectively, to be effective at the consummation of the Merger. It is a condition of the consummation of the Merger that the Arbe Ordinary Shares are approved for listing on Nasdaq (subject only to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Merger, there can be no assurance that Arbe’s securities will be listed on Nasdaq or that a viable and active trading market in the securities will develop following the consummation of the Merger

Upon the consummation of the Merger, the number of directors of Arbe will be set at seven persons, with the initial post-Closing directors being those persons named under “Management of Arbe Following the Merger.” The Business Combination Agreement provides that these directors will be selected as follows: (i) four directors will be designated by Arbe, at least two of whom will be independent directors, (ii) one director designated by ITAC, and (iii) two independent directors mutually agreed on by Arbe and ITAC. The independent directors will meet the Nasdaq definition of independent director. Upon completion of the Merger, the current officers of Arbe will remain officers of Arbe, holding equivalent positions to those held by them with Arbe prior to the Merger. See the section entitled “Management of Arbe Following the Merger.”

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties relating to their respective business and operations during the period between the signing of the Business Combination Agreement and the earlier of (x) the Closing or (y) the earlier termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), in each instance, and as more thoroughly described in the Business Combination Agreement, including those relating to: (i) the provision of access to their properties, books and personnel; (ii) the operation of their respective businesses in the ordinary course of business; (iii) the provision of financial statements by Arbe to ITAC; (iv) ITAC’s public filings; (v) no insider trading; (vi) notifications of certain breaches, consent requirements or other matters; (vii) efforts to consummate the Closing; (viii) further assurances; (ix) public announcements; and (x) confidentiality. Each party also agreed, during the Interim Period, not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transaction, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals, offers or requests for information. The Business Combination Agreement also contains certain customary post-Closing covenants regarding (a) maintenance of books and records; (b) indemnification of directors and officers and the purchase of tail directors’ and officers’ liability insurance; and (c) use of trust account proceeds.

The Business Combination Agreement contains conditions to Closing customary for a transaction of this nature, including the following mutual conditions of the parties (unless waived to the extent legally permissible): (i) approval of the shareholders of ITAC and Arbe; (ii) approvals of any required governmental authorities and completion of any antitrust expiration periods; (iii) receipt of specified third party consents; (iv) no law or order preventing the Transaction; (v) the Registration Statement having been declared effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Arbe or ITAC; (ix) approval of Arbe’s Nasdaq listing application; and (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement.

In addition, unless waived by Arbe, the obligations of Arbe and Merger Sub to consummate the Merger are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by ITAC of customary certificates and other Closing deliverables: (i) the representations and warranties of ITAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality qualifiers); (ii) ITAC having performed in all material respects its obligations and complied in all material respects with its covenants and Agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to ITAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) the execution of the Founder Lock-Up Agreement; and (v) at the Closing, ITAC will have at least $100,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of any PIPE Investment (including any PIPE Investment directly into Arbe, as described above), prior to paying any of ITAC’s expenses and liabilities due at the Closing.

Unless waived by ITAC, the obligations of ITAC to consummate the Merger are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Arbe and Merger Sub of customary certificates and other Closing deliverables: (i) the representations and warranties of Arbe and Merger Sub being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality qualifiers); (ii) Arbe and Merger Sub having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and Agreements under the Business Combination Agreement required to be performed or complied with by them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Arbe or Merger Sub since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Lock-Up Agreements (as described below) being in full force and effect as of the Closing; and (v) non-competition Agreements (in a form to be mutually agreed prior to Closing) having been executed and delivered by certain executive officers of Arbe and be in full force and effect as of the Closing.

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of ITAC and Arbe; (ii) by either ITAC or Arbe if any of the conditions to Closing have not been satisfied or waived by August 31, 2021; (iii) by either ITAC or Arbe if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable; (iv) by either ITAC or Arbe in the event of the other party’s uncured breach, if such breach would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Business Combination Agreement); (v) by ITAC if there has been a Material Adverse Effect on Arbe and its subsidiaries on a consolidated basis following the date of the Business Combination Agreement that is uncured and continuing; (vi) by Arbe if there has been a Material Adverse Effect on ITAC following the date of the Business Combination Agreement that is uncured and continuing; and (vii) by either ITAC or Arbe if Arbe holds a special meeting of its shareholders to approve the Business Combination Agreement and the Transaction and such approval is not obtained.

Pursuant to the Business Combination Agreement, Arbe entered into a Founder Registration Rights Amendment pursuant to which Arbe agreed to assume ITAC’s obligations under the registration rights agreement signed by ITAC and the Sponsor at the time of ITAC’s initial public offering.

Pursuant to the Business Combination Agreement, Arbe agreed to file a registration statement on Form F-1 covering (i) sale by the holders of the Arbe Ordinary Shares which are outstanding immediately following the Recapitalization (but prior to the PIPE Investment and the issuance of Arbe Ordinary Shares and Arbe Warrants to the holders of ITAC Common Stock and ITAC Warrants) and (ii) the issuance of Arbe Ordinary Shares upon exercise of Continuing Warrants. Certain Arbe significant shareholders and insiders have executed a lock-up agreement pursuant to which each of them agreed during the one-year period subsequent to the Closing not to sell any of their Arbe Ordinary Shares, subject to release if and to the extent certain stock price levels are reached. These lock-up agreements apply to shares registered pursuant to a registration statement on Form F-1.

Pursuant to the PIPE Subscription Agreements, Arbe also agreed to file a registration statement covering the Arbe Ordinary Shares issued in the PIPE Investment (or any ITAC Shares issues in the PIPE Investment and converted into Arbe Ordinary Shares in connection with the consummation of the Merger).

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

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(1)      Excludes all 10,938,976 ITAC Warrants, including ITAC Warrants issuable upon exercise of Maxim’s unit purchase option.

(2)      Excludes Arbe Ordinary Shares issuable upon exercise of ITAC Private Warrants.

(3)      Excludes Arbe Continuing Warrants and Outstanding Arbe Options to purchase a total of 4,224,168 Arbe Ordinary Shares.

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(1)      The number of shares held by the existing Arbe shareholders assumes that ITAC’s Transaction Expenses (other than expenses relating to the PIPE Investment) do not exceed $7.0 million. In the event that such expenses exceed $7.0 million, the number of shares held by the existing Arbe shareholders will be increased by approximately such number of Arbe ordinary shares as is determined by dividing the amount of such excess by $10.00.

Agreements with customers may not generate the anticipated revenue as Arbe is subject to the risks of cancellation or postponement of contracts or unsuccessful implementation.

Prospective customers of Arbe’s products generally must make significant commitments of resources to test and validate Arbe’s products and confirm that they can integrate with Arbe’s products with other technologies before including Arbe’s products in any particular system, product or model. The development cycles of Arbe’s products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the automotive market, for example, this development cycle can be over several years. As a result of these lengthy development cycles, Arbe spends significant time and resources to have its products selected by potential customers for a particular use. If Arbe fails to secure such relationships, it may not have an opportunity to supply its products within a sector with such a long lead time for a period of several years. Further, Arbe is subject to the risk that customers that order products, which are subject to the customer’s ability to integrate the product with its other systems, may or postpone orders if the customer is not satisfied that Arbe’s product and service meet the customer’s requirements. One customer has a cancellation right on part of its order. If any of the aforementioned or other events were to occur, Arbe’s business, results of operations and financial condition will be impaired.

Arbe may need to raise additional funds in the future in order to execute its business plan and these funds may not be available to Arbe when it needs them. If Arbe cannot raise additional funds when it needs them, its business, prospects, financial condition and operating results could be negatively affected.

Arbe may require capital in addition to the funds available as a result of the Merger in order to fund its growth strategy or to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances, and it may seek to raise such funding through equity or debt financing.

Arbe may not be able to timely secure such debt or equity financing on favorable terms, or at all. If Arbe raises additional funds through the issuance of equity or convertible debt or other equity-linked securities, shareholders following the closing of the Merger could experience significant dilution. In addition, any debt financing obtained by Arbe in the future, whether in the form of a credit facility or otherwise, could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Arbe to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Arbe is unable to obtain adequate financing or financing on terms satisfactory to Arbe when Arbe requires it, Arbe’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. In addition, because Arbe’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond its control, it cannot predict or estimate the amount, timing, nature or success of its future capital raising efforts.

If market adoption of Arbe’s products does not continue to develop, or develops more slowly than Arbe expects, its business will be adversely affected.

While Arbe’s products can be applied for uses in different markets, many of Arbe’s products are still relatively new in the market and it is possible that other technologies and devices, based on new or existing technology or a combination of technologies, will achieve acceptance or leadership as compared to Arbe’s existing or future product lines. Even if Arbe’s products are used from and after the closing of the Merger, Arbe cannot guarantee that its products will be designed into or included in subsequent generations of such commercialized technology. In addition, Arbe expects that widescale use of its products may lag behind these initial applications significantly. The speed of market growth for Arbe’s products is difficult if not impossible to predict, and it is more difficult to predict this market’s future growth in light of the current economic consequences of the COVID-19 pandemic. In addition, to the extent that a market for Arbe’s products develops successfully, Arbe expects that there will be increasing competition from alternative providers and other modalities. If Arbe is not successful in commercialization its products in a timely manner, or not as successful as Arbe expects, or if other modalities gain acceptance by potential customers of Arbe, regulators and safety organizations or other market participants, Arbe’s business, results of operations and financial condition will be materially and adversely affected.

Arbe may not be able to accurately estimate the supply and demand of its products, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Arbe fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

It is difficult to predict Arbe’s future revenues and appropriately budget for its expenses, and Arbe may have limited insight into trends that may emerge and affect its business. Arbe expects that it will be required to provide forecasts of its demand to its potential suppliers several months prior to the scheduled delivery of products to its prospective customers. Currently, there is little historical basis for making judgments on the demand for Arbe’s products or its ability to develop, produce, and deliver products, or Arbe’s profitability in the future. If Arbe overestimates its requirements, its potential suppliers may have excess inventory, which indirectly would increase Arbe’s costs. If Arbe underestimates its requirements, its potential suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments, which is likely to affect revenue an customer relations. In addition, lead times for materials and components that Arbe’s potential suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If Arbe fails to order sufficient quantities of product components in a timely manner, the delivery of products to its potential customer base could be delayed, which would harm Arbe’s business, financial condition and operating results.

Arbe targets many customers that are large companies with substantial negotiating power, exacting product standards and potentially competitive internal solutions. If Arbe is unable to sell its products to these customers, its prospects and results of operations will be adversely affected.

Many of Arbe’s customers and potential customers are large, multinational companies with substantial negotiating power relative to Arbe and, in some instances, may have internal solutions that are competitive to Arbe’s products. These large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, Arbe may not secure a design win or may not be able to commercialize a product on profitable terms. If Arbe’s products are not selected by these large companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to Arbe, it will have an adverse effect on Arbe’s business.

Arbe continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates, and Arbe may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

Arbe continues to make investments and implement initiatives designed to grow its business, including:

•        investing in research and development;

•        expanding its sales and marketing efforts to attract new customers in new industries;

•        investing in new applications and markets for its products;

•        further enhancing its manufacturing processes and partnerships; and

•        investing in legal, accounting, and other administrative functions necessary to support its operations as a public company.

These initiatives may prove more expensive than it currently anticipates, and Arbe may not succeed in increasing its revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities Arbe is pursuing are at an early stage of development, and it may be many years before the end markets Arbe expects to serve generate significant demand for its products at scale, if at all.

In addition, Arbe’s revenue may be adversely affected for a number of reasons, including the development and/or market acceptance of new technology that competes with Arbe’s products, changes by other market participants with respect to their acceptance or implementation of Arbe’s technology, failure of Arbe’s customers to commercialize autonomous systems that include Arbe’s products, Arbe’s inability to effectively manage its inventory or manufacture products at scale, Arbe’s failure to enter new markets or to attract new customers or expand orders from existing customers or due to increasing competition. Furthermore, it is difficult to predict the size and growth rate of Arbe’s target markets, customer demand for its products, commercialization timelines, developments in autonomous sensing and related technology,

the entry of competitive products, or the success of existing competitive products and services. Accordingly, Arbe does not expect to achieve profitability over the near term. If Arbe’s revenue does not grow over the long term, its ability to achieve and maintain profitability may be adversely affected, and the value of its business may significantly decrease.

The markets in which Arbe competes are characterized by rapid technological change, which requires Arbe to continue to develop new products and product innovations, and could adversely affect market adoption of its products.

While Arbe intends to invest substantial amounts on research and development, continuing technological changes in its technology and competitive technologies could adversely affect adoption of Arbe’s products. Arbe’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as to introduce a variety of new product offerings to address the changing needs of the markets in which Arbe offers its products. Delays in delivering new products that meet customer requirements could damage Arbe’s relationships with customers and lead them to seek alternative sources of supply.

If Arbe is unable to develop products or system configurations that meet customer requirements, including pricing, on a timely basis or that remain competitive with other technological alternatives, its products could lose market share, its revenue will decline, it may experience operating losses and its business and prospects will be adversely affected.

Certain of Arbe’s strategic, development and supply arrangements could be terminated or may not materialize into long-term contracts.

Arbe has arrangements with strategic, development and supply arrangements with other companies for the development of products or for the incorporation of Arbe’s products in a customer’s products. Some of these arrangements are evidenced by memorandums of understandings and early stage agreements that are used for design and development purposes but that will require renegotiation at later stages of development or replacement by production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract arrangements. If these arrangements are terminated or if Arbe is unable to enter into next-stage contracts or long-term operational contracts, its business, prospects, financial condition and operating results may be materially adversely affected.

Arbe will be subject to risks associated with strategic alliances.

If Arbe is successful in entering into definitive agreements with potential suppliers or for potential strategic alliances the resulting arrangements will subject Arbe to a number of risks, including risks associated with non-performance by the third party and sharing proprietary information, any of which may materially and adversely affect Arbe’s business and prospects. Arbe’s limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, Arbe may also suffer negative publicity or harm to its reputation by virtue of its association with any such third party. In addition, a third party may have different priorities than Arbe with the effect that the supplier may not give Arbe’s products the priority which Arbe considers important, which could impair our ability to generate revenue.

Arbe may experience difficulties in managing its growth and expanding its operations.

Arbe expects to experience significant growth in the scope and nature of its operations. Arbe’s ability to manage its operations and future growth will require Arbe to continue to improve its operational, financial and management controls, compliance programs and reporting systems. Arbe is currently in the process of strengthening its compliance programs, including its compliance programs related to export controls, privacy and cybersecurity and anti-corruption and financial controls. Arbe may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on its business, reputation and financial results.

Continued pricing pressures may result in lower than anticipated margins or losses, which may adversely affect Arbe’s business. 

Cost-cutting initiatives adopted by Arbe’s customers as well as the effects of competition may result in increased downward pressure on pricing. Arbe expects that as its industry develops and competition grows, its agreements with existing customers may require step-downs in pricing over the term of the agreements or, if commercialized, over the

periods of production, and Arbe may not be able to negotiate price reductions from its suppliers. In addition, Arbe’s existing or future customers may reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Certain large customers may possess significant leverage over their suppliers, including Arbe, because the market is highly competitive. Accordingly, Arbe expects to be subject to substantial continuing pressure from its existing and prospective customers to reduce the price of its products. It is possible that pricing pressures beyond Arbe’s expectations could intensify as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives. If Arbe is unable to generate sufficient production cost savings in the future to offset price reductions, its gross margin and profitability would be adversely affected.

Adverse conditions within Arbe’s industry or the global economy more generally could have adverse effects on Arbe’s results of operations.

Arbe’s business is directly affected by and significantly dependent on business cycles and other factors affecting the global automobile industry and global economy generally. Production and sales within Arbe’s industry are cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements and political volatility. In addition, production and sales can be affected by Arbe’s customers’ ability to continue operating in response to challenging economic conditions and in response to regulatory requirements and other factors. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by Arbe’s customers and could have a material adverse effect on its business, results of operations and financial condition.

Use of Arbe’s products for markets other than the automotive market may not develop or may develop much more slowly than Arbe anticipates, which would adversely affect Arbe’s business and prospects.

Arbe is investing in and pursuing market opportunities in various new sectors and industries. Arbe believes that its ability to increase its revenue will depend in part on its ability to identify potential new markets and develop products and implements a marketing plan aimed at these new markets as they emerge. Each new market presents distinct risks and, in many cases, requires Arbe to address the particular requirements of that market.

Addressing these requirements can be time-consuming and costly. The market for Arbe’s existing products and technology outside of its core customer base is relatively new, rapidly developing and unproven in many markets or industries. Many of the participants in the markets for Arbe’s core technology outside of its existing target industries are still in testing and developing and may not succeed to commercialize certain of Arbe’s products. Arbe cannot be certain that its products will be sold into these markets, or any market outside of where it currently operates, at scale. Adoption of Arbe’s products outside of the industry in which it currently operates will depend on numerous factors, including: whether the technological capabilities of similar products meet users’ current or anticipated needs, whether the benefits of designing products such as Arbe’s products into larger systems outweigh the costs, complexity and time needed to deploy such technology or replace or modify existing systems that may have used other modalities, whether users in other applications can move beyond the testing and development phases and proceed to commercializing systems supported by Arbe’s technology and whether developers of products such as Arbe’s products can keep pace with rapid technological change in certain developing markets and the global response to the COVID-19 pandemic and the length of any associated work stoppages. If technology developed by Arbe does not achieve commercial success outside of the current industry in which Arbe operates, or if the market develops at a pace slower than Arbe expects, Arbe’s business, results of operation and financial condition may be materially and adversely affected.

If Arbe seeks to expand its business through acquisition, Arbe may not be successful in identifying acquisition targets or integrating their businesses with its existing business.

From time to time, Arbe may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. To date, Arbe has no experience with acquisitions and the integration of acquired technology and personnel. Further, the ability to successfully identify an acquisition candidate, negotiate and close an acquisition and then integrate the acquired company may be made more difficult by travel limitations and difficulties resulting from the COVID-19 pandemic.

There are significant risks associated with any acquisition program, including, but not limited to, the following:

•        Arbe may incur significant expenses and devote significant management time to the acquisition and we may be unable to consummate the acquisition on acceptable terms.

•        If Arbe identifies an acquisition, it may face competition from other companies in the industry or from financial buyers in seeking to make the acquisition.

•        The integration of any acquisition with Arbe’s existing business may be difficult and, if Arbe is not able to integrate the business successfully, it may not only be unable to operate the business profitably, but management may be unable to devote the necessary time to the development of Arbe’s existing business;

•        The key employees who operated the acquired business successfully prior to the acquisition may not be happy working for Arbe and may resign, thus leaving the business without the necessary continuity of management.

•        Even if the business is successful, Arbe’s senior executive officers may need to devote significant time to the acquired business, which may distract them from their other management activities.

•        If the business does not operate as we expect, we may incur an impairment charge based on the value of the assets acquired.

•        Arbe may have difficulty maintaining the necessary quality control over the acquired business and its products and services.

•        To the extent that an acquired company operates at a loss prior to Arbe’s acquisition, Arbe may not be able to develop profitable operations following the acquisition.

•        Problems and claims relating to the acquired business that were not disclosed at the time of the acquisition may result in increased costs and may impair Arbe’s ability to operate the acquired company.

•        The acquired company may have liabilities or obligations which were not disclosed to Arbe, or the acquired assets, including intellectual property assets. may not have the value Arbe anticipated.

•        Any indemnification obligations of the seller under the purchase agreement may be inadequate to compensate Arbe for any loss, damage or expense which it may sustain, including undisclosed claims or liabilities.

•        To the extent that the acquired company is dependent upon its management to maintain relationships with existing customers, Arbe may have difficulty in retaining the business of these customers if there is a change in management.

•        Government agencies may seek damages after Arbe makes the acquisition for conduct which occurred prior to the acquisition and Arbe may not have adequate recourse against the seller.

•        Arbe may require significant capital both to acquire and to operate the business, and the capital requirements of the business may be greater than Arbe anticipated, and Arbe’s failure to obtain capital on reasonable terms may impair the value of the acquisition and may impair its continuing operations.

•        The acquired company may be impacted by unanticipated events, such as a pandemic such as the COVID-19 pandemic, the effect of climate changes or social unrest or other factors over which Arbe may have no control.

If any of these risks occur, Arbe’s business, financial condition and prospects may be impaired.

The complexity of Arbe’s products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of its products, damage its reputation with current or prospective customers, expose Arbe to product liability, recalls, warranty and other claims and adversely affect its operating costs.

Arbe’s products are being designed to be, among other things, compatible with autonomous control. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on user interaction and users, as well as other drivers on the roadways,

may not be accustomed to using or adapting to such technologies. To the extent accidents associated with Arbe’s products that are used with autonomous controls occur, Arbe could be subject to liability, negative publicity, government scrutiny and further regulation. Any of the foregoing could materially and adversely affect Arbe’s results of operations, financial condition and growth prospects.

Arbe’s products are technologically complex and require high standards to manufacture. Arbe has experienced in the past and will likely also experience in the future defects, errors or bugs at various stages of development and manufacturing. Arbe may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to its customers’ satisfaction. Additionally, undetected errors, defects, especially as new products are introduced or as new versions are released, could result in serious injury, including fatalities, to the end users of technology incorporating Arbe’s products, or those in the surrounding area, its customers never being able to commercialize technology incorporating our products, litigation against Arbe, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive markets in which Arbe operates. Some errors or defects in Arbe’s products may only be discovered after they have been tested, commercialized and deployed by customers. In certain instances, Arbe may provide its customer with a time-limited warranty to its products. If such errors or defects occur within the respective warranty period, Arbe may incur significant additional development costs and product recall, repair or replacement costs. These problems may also result in claims against Arbe by its customers or by third parties. Arbe’s reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy its products, which could adversely affect its ability to retain existing customers and attract new customers, and could adversely affect its financial results.

In addition, Arbe could face material legal claims for breach of contract, product liability, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of Arbe and its products. In addition, Arbe’s business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against Arbe and its business could be adversely affected.

Arbe will be affected by these problems regardless of whether the defective product or component was manufactured or assembled by Arbe or by a supplier or contract manufacturer, and Arbe may not have adequate recourse against the supplier or contract manufacturer, and Arbe may not be able to obtain sufficient product liability insurance to protect it against such loss or expense, including the cost of litigation.

Legislation or government regulations may be adopted which may affect Arbe’s products and liability.

Autonomous driving technology is subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond Arbe’s control. Arbe’s products also may not achieve the requisite level of autonomous compatibility required for certification and rollout to consumers or satisfy changing regulatory requirements which could require Arbe to redesign, modify or update its products. Further, accidents, particularly accidents that involve a large number of deaths, even if our products are not involved, may result in industry-wide reevaluation of technologies used, with the effect that there is a slowdown as automobile manufacturers cease making purchase during the reevaluation process, which may result is suppliers other than Arbe becoming a preferred supplier.

The industry may become subject to increased legislation and regulation. Such legislation may be triggered by a perceived safety concern, or it may result from public reaction to accidents by automobiles, drones or other autonomous vehicles. The potential market for Arbe’s products is international, and each country or region may impost different regulations. These regulations may relate the technical requirement and standards for end products or the components and may impose liability on the manufacturer or the seller of the product, which liability may be strict liability, for damage resulting from the autonomous vehicle. Further, the legislation or regulations in different countries may impose different standards, which may be conflicting. Any legislation or regulations which impose standards or which impose liability is likely to increase our manufacturing cost as well as the cost of compliance and product liability insurance.

Arbe operates in a highly competitive market against a large number of both established competitors and new market entrants, and some market participants have substantially greater resources than Arbe.

The markets for sensing technology applicable to autonomous solutions across numerous industries are highly competitive. Arbe’s future success will depend on its ability to maintain its ability to develop and protect from in a timely manner and to stay ahead of existing and new competitors and satisfy the market that is technology is leading

edge technology. A large number of companies, offer radar-based and LiDAR-based technologies in competition with Arbe. Some of these companies are better capitalized and better known than Arbe. Arbe’s competitors compete with Arbe directly by offering similar products and indirectly by attempting to solve some of the same challenges with different technology. Arbe faces competition from other market participants, some of which have significantly greater resources than it does. Arbe’s competitors may commercialize new technology which may achieve market adoption or stronger brand recognition as compared to Arbe’s products. Even in emerging markets, Arbe faces substantial competition from numerous competitors seeking to prove the value of their technology. Additionally, increased competition may result in pricing pressure and reduced margins and may impede Arbe’s ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition.

Fluctuation of the results of Arbe’s earnings on a quarterly and annual basis, which could cause the share price of the Arbe Ordinary Shares to fluctuate or decline.

Arbe is an early stage company, and the results of its operations to date have primarily reflected its research and development expenses, and, commencing in 2020, Arbe had modest revenue from sales of its product, primarily to customers making purchases for their own research and development projects. In the future sales in any given quarter can fluctuate based on the timing and success of its customers’ development projects and marketing program. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Arbe’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Arbe’s business. These fluctuations could adversely affect Arbe’s ability to meet its expectations or those of securities analysts or investors. If Arbe does not meet these expectations for any period, the value of its business and its securities could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

•        The timing and magnitude of orders and shipments of Arbe’s products in any quarter;

•        Pricing changes Arbe may adopt to drive market adoption or in response to competitive pressure;

•        The timing of the completion of Arbe’s application engineering services;

•        Arbe’s ability to retain its existing customers and attract new customers;

•        Arbe’s ability to develop, introduce, manufacture and ship in a timely manner products that meet customer requirements;

•        Disruption in Arbe’s sales channels or termination of its relationships with important channel partners;

•        Delays in customers; purchasing cycles or deferments of customers; purchases in anticipation of new products or updates from Arbe or its competitors;

•        Fluctuations in demand pressures for Arbe’s products;

•        The mix of products sold in any quarter;

•        The duration of the global COVID-19 pandemic or any other worldwide or regional health crisis, and the time it takes for economic recovery;

•        Events and conditions affecting Israel-based businesses;

•        The timing and rate of broader market adoption of autonomous systems both generally and those utilizing Arbe’s smart vision solutions across the automotive and other market sectors;

•        Market acceptance of Arbe’s core products and further technological advancements by Arbe and Arbe’s competitors and other market participants;

•        The ability of Arbe’s customers to commercialize systems that incorporate its products;

•        Any change in the competitive dynamics of Arbe’s markets, including consolidation of competitors, regulatory developments and new market entrants;

•        Arbe’s ability to effectively manage its inventory;

•        Changes in the source, cost, availability of and regulations pertaining to materials Arbe uses;

•        Adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs;

•        Adverse publicity affecting autonomous vehicles, regardless of whether Arbe’s products are involved; and

•        General economic, industry and market conditions, including trade disputes.

Changes in tax laws or exposure to additional income tax liabilities could affect Arbe’s future profitability.

Factors that could materially affect Arbe’s future effective tax rates include but are not limited to:

•        Changes in tax laws or the regulatory environment;

•        Changes in accounting and tax standards or practices;

•        Eligibility for beneficial treatment under Israeli tax laws;

•        Changes in the composition of operating income by tax jurisdiction; and

•        Arbe’s operating results before taxes.

Because Arbe does not have a history of operations and it has significant expansion plans, Arbe’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

Changes in Arbe’s product mix may impact its financial performance.

Arbe’s financial performance can be affected by the mix of products it sells during a given period. If Arbe’s sales include more of the lower gross margin products than higher gross margin products, its results of operations and financial condition may be adversely affected. There can be no guarantees that Arbe will be able to successfully alter its product mix so that it is selling more of its high gross margin products. In addition, Arbe’s earnings forecasts and guidance after the Business Combination are expected to include assumptions about product sales mixes. If actual results vary from this projected product mix of sales, Arbe’s results of operations and financial condition could be adversely affected.

Arbe is highly dependent on the services of its co-founders, who are its senior executive officers

Arbe is highly dependent on its co-founders, Kobi Marenko, Noam Arkind and Danny Klein. Messrs. Marenko, Arkind and Klein have acted as Arbe’s Chief Executive Officer, Chief Technology Officer and Chief Financial Officer, respectively, since its inception, and as such, are deeply involved in all aspects of Arbe’s business, including product development. The loss of any of them would adversely affect Arbe’s business because this could make it more difficult to, among other things, compete with other market participants, manage Arbe’s R&D activities and retain existing customers or cultivate new ones. Negative public perception of, or negative news related to, any of Messrs. Marenko, Arkind and Klein may adversely affect Arbe’s brand, relationship with customers or standing in the industry.

Arbe’s management team has limited experience managing a public company.

Arbe’s management team has limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly-complex laws pertaining to public companies. Arbe’s management team may not successfully or efficiently manage their new roles and responsibilities, Arbe’s transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Arbe’s senior management and could divert their attention away from the day-to-day management of Arbe’s business, which could adversely affect Arbe’s business, financial condition and operating results.

Arbe’s business depends on its ability to attract and retain highly skilled personnel and senior management. Failure to effectively retain, attract and motivate key employees could impair Arbe’s ability to operate profitably.

Competition for highly-skilled personnel is often intense, especially in Israel, where Arbe’s principal office is located, and it may incur significant costs to attract them. Arbe may face challenges in attracting or retaining qualified personnel to fulfill its current or future needs. Arbe has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Arbe’s equity or equity awards declines, including after Closing, it may adversely affect Arbe’s ability to retain highly skilled employees. Arbe’s success will depend in part on the attraction, retention and motivation of executive personnel critical to the business and operations of Arbe. If Arbe fails to attract new personnel or fails to retain and motivate its current personnel, Arbe could face disruptions in its operations, strategic relationships, key information, expertise or know-how and unanticipated recruitment and onboarding costs, and its business and future growth prospects could be adversely affected.

Arbe faces numerous risks associated with commercial production.

Arbe does not have manufacturing facilities and relies on third parties for the manufacture of its products. Arbe cannot be sure that its potential suppliers or companies with which it may develop a strategic alliance will be able to develop efficient, automated, cost-efficient production capabilities and processes and reliable sources of component supply, that will enable Arbe to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market Arbe’s products. Even if Arbe and its potential suppliers and strategic alliances are successful in developing its initial production and further high volume production capability and processes and reliably source its component supply, Arbe does not know whether it will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond its control such as problems with potential suppliers and strategic partners, or force majeure events, or in time to meet Arbe’s products commercialization schedules or to satisfy the requirements of it potential customer base. Any failure to develop such production processes and capabilities within Arbe’s projected costs and timelines could have a material adverse effect on its business, prospects, financial condition and operating results.

Arbe relies on third-party suppliers and, because some of the key components in its products come from limited or sole sources of supply, Arbe is susceptible to supply shortages, long lead times for components and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.

Components that go into the manufacture of Arbe’s solutions are sourced from third-party suppliers. Some of the key components used to manufacture Arbe’s products come from limited or single source suppliers. Arbe is therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that its suppliers discontinue or modify components used in its products. Arbe purchases semiconductor chips that are an integral part of its products from one supplier Global Foundries, a major semiconductor manufacturer that sells its semiconductor products to the automotive industry, among other industries. Arbe does not have a supply agreement with Global Foundries, but purchases semiconductor products pursuant to purchase orders placed based on its need. If this supplier fails to deliver or delays the delivery of the semiconductor products, Arbe will be required to seek an alternative source of supply. Although alternate chip manufacturers are available, any change in suppliers would necessitate a change in the design of the semiconductor, a process that could take up to two years, which would result in a loss of sales and a delay in the development and marketing of its products, which could materially and adversely affect Arbe’s result of operation, financial position and prospects. Further, Arbe, like other companies in the automotive industry, is affected by an industry-wide semiconductor shortage which results, in part, from the effects of the COVID-19 pandemic. Arbe intends to negotiate a supply agreement with Global Foundries if and when its volume would justify such a contract, but can give no assurance that it will be able to enter into such an agreement on acceptable terms or that, if it does enter into an agreement, the supplier will provide Arbe with the semiconductors that it requires in a timely manner. The risk of dependence on third-party suppliers may be amplified by the effects of the COVID-19  pandemic and other health epidemics and outbreaks due to, among other things, work stoppages or interruptions. Further, Arbe’s ability to market its product may be impacted by semiconductor shortages, which may be affected by the availability of rare earth elements, the principal source of which is in China. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. Arbe has in the past experienced and may in the future experience component shortages and price fluctuations of certain key components and materials, and the predictability of the availability and pricing of these components may be limited. In the event of a component

shortage, supply interruption or material pricing change from suppliers of these components, Arbe may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, could adversely affect Arbe’s relationships with its customers and could cause delays in shipment of its products and adversely affect its operating results. In addition, increased component costs could result in lower gross margins. Even where Arbe is able to pass increased component costs along to its customers, there may be a lapse of time before it is able to do so such that Arbe must absorb the increased cost. If Arbe is unable to buy these components in quantities sufficient to meet its requirements on a timely basis, it will not be able to deliver products to its customers, which may result in such customers using competitive products instead of Arbe’s products.

Arbe’s sales and operations in international markets expose it to operational, financial and regulatory risks.

International sales comprise a significant amount of Arbe’s overall revenue. Sales to international customers, i.e., customers located outside of Israel accounted for most of Arbe’s sales in 2020. Arbe did not generate any revenue in 2019. International operations are subject to a number of other risks, including:

•        Exchange rate fluctuations;

•        Political and economic instability, international terrorism and anti-American and anti-Israel sentiment, particularly in emerging markets;

•        Global or regional health crises, such as the COVID-19 pandemic;

•        Potential for violations of anti-corruption laws and regulations, such as those related to bribery or fraud;

•        Preference for locally branded products, and laws and business practices favoring local competition;

•        Increase difficult in managing inventory;

•        Less effective protection of intellectual property;

•        Stringent regulation of Arbe’s products or systems incorporating Arbe’s products;

•        Difficulties and costs of staffing and managing foreign operations;

•        Import and export laws and the impact of tariffs; and

•        Changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws.

The occurrence of any of these risks could negatively affect Arbe’s international business and consequently its business, operating results and financial condition.

Arbe’s business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of Arbe’s business or information systems resulting from these events could adversely affect its operating results.

A significant natural disaster, such as an earthquake, fire, flood or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the COVID-19 pandemic, could have an adverse effect on Arbe’s business and operating results. The COVID-19 pandemic has produced meaningful operational challenges, and Arbe expects to continue to experience disruptions in its business during 2021.  The COVID-19 pandemic and the steps taken by Israel and other countries to address the pandemic affected Arbe’s operations in 2020 as it was affected by lockdowns in Israel and elsewhere and by the effect of the pandemic and government actions on its potential customer base. COVID-19 has heightened many of the other risks described herein. Despite the implementation of network security measures, Arbe’s networks and its products also may be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering with its solutions. In addition, natural disasters, acts of terrorism or war could cause disruptions in Arbe’s remaining manufacturing operations, Arbe’s or its customers’ businesses, Arbe’s suppliers’ business or the economy as a whole. Arbe also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to Arbe’s communications, whether caused by a natural

disaster or by manmade problems, such as power disruptions, ransomware attacks or other cybersecurity breaches could adversely affect its business. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers’ ability to timely deliver product components, or the deployment of its products, Arbe’s business, operating results and financial condition would be adversely affected.

Arbe has been, and may in the future be, adversely affected by the global COVID-19 pandemic, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm Arbe’s business, prospects, financial condition and operating results.

The ongoing COVID-19 pandemic as well as other possible health epidemics and outbreaks could result in a material adverse impact on Arbe’s or its customers’ business operations including reduction or suspension of operations in the U.S. or certain parts of the world and Arbe’s ability to market its product, which may be impacted by shortages affecting the semiconductor industry. Arbe’s engineering and manufacturing operations, among others, cannot all be conducted in a remote working structure and often require on-site access to materials and equipment. Arbe has customers with international operations in varying industries. It also depends on suppliers and manufacturers worldwide. Depending upon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, its customers, suppliers, manufacturers and partners may suspend or delay their engagement with Arbe, which could result in a material adverse effect on its financial condition. Arbe’s response to the ongoing COVID-19 pandemic may prove to be inadequate and it may be unable to continue its operations in the manner it had prior to the outbreak, and may endure interruptions, reputational harm, delays in its product development and shipments, all of which could have an adverse effect on its business, operating results, and financial condition. In addition, when the pandemic subsides, Arbe cannot assure you as to the timing of any economic recovery, which could continue to have a material adverse effect on its target markets and its business.

Arbe’s present non-management shareholders, who own approximately 82% of the Arbe Ordinary Shares following the Merger, may have rights which may impair the ability of Arbe to consummate a financing or engage in transactions that may be important to the development of Arbe’s business following the completion of the Merger.

All of Arbe’s non-management shareholders (the “Arbe Investor Shareholders”), who presently hold approximately 82% of the Arbe Ordinary Shares after giving effect to the Recapitalization and who will hold more than 50% of the Arbe Ordinary Shares upon completion of the Merger, depending on the number of ITAC Public Shares that are redeemed, will enter into an amendment to an existing investor rights agreement. Pursuant to the amendment, Arbe agrees that it will not, without the prior written consent of the Arbe Investor Shareholders holding a majority of the registrable securities, as defined, provided that such holders, as a group, continue to hold a majority of the registrable securities held by them immediately following the effective date of the Merger, enter into any agreement with any holder or prospective holder of any of Arbe’s securities which would provide to such holder the right to demand or include securities in any registration on other than either: (i) a pro rata basis with the Arbe Investor Shareholders or (ii) on a subordinate basis after all Arbe Investor Shareholders have had the opportunity to include in the registration and offering all shares of registrable securities that they wish to so include. This provision does not apply if the terms of the registration rights to be granted is approved by a majority of Arbe’s independent directors. In negotiating a financing or other transaction, such as an acquisition of a business or intellectual property rights, a strategic alliance, joint venture or other transaction which Arbe may consider, Arbe may want to grant registration right. Under the terms of the investor rights agreement, as amended, if the Arbe Investor Shareholders have the right to withhold their consent and do withhold their consent to the grant of registration rights, the Arbe Investor Shareholders have the power to prevent Arbe for completing a financing, acquisition or other transaction which the board of directors believe is in the best interest of Arbe unless the transaction is approved by a majority of the independent directors. The existence of these rights on the part of the Arbe Investor Shareholders may have a negative effect on the market for and price of the Arbe Ordinary Shares.

Arbe’s business is sensitive to conditions affecting the automotive industry, the duration and economic, governmental and social impact of which is difficult to predict which may significantly harm Arbe’s business, prospects, financial condition and operating results.

Adverse conditions affecting one or more automotive manufacturers or the automotive industry in general, could have a material adverse effect on Arbe’s business, prospects, financial condition and operating results. Arbe’s business may be negatively affected by challenges to the larger automotive ecosystem, including global supply chain challenges, such as those resulting from the ongoing global semiconductor shortage and cybersecurity issues. In addition, while

the COVID-19 pandemic and steps taken by governments to address the pandemic has impacted these conditions, other factors, including the effects of climate change, government regulations, the ability of suppliers to obtain rare earth elements, as well as other conditions which cannot be presently identified, can continue to affect the automotive industry.

Risks Related to Arbe’s Intellectual Property

Arbe may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Arbe’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of Arbe’s products and its business depends in part on Arbe’s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States, Europe and other international jurisdictions. Arbe relies on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection. Arbe cannot assure you that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that gives Arbe adequate defensive protection or competitive advantages, if at all, or that any patents issued to Arbe or any trademarks registered by it will not be challenged, invalidated or circumvented. Arbe has filed for patents and trademarks in Israel, the United States, Europe and China. Not all patent applications have resulted in patents and Arbe cannot assure you that patents will be granted. Further, patent protection may not be available in all countries in which Arbe operates or in which Arbe seeks to enforce its intellectual property rights, and it may be difficult to enforce its patent rights. Arbe’s currently issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Arbe cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Arbe or infringe Arbe’s intellectual property.

Protecting against the unauthorized use of Arbe’s intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Arbe intends to enforce the intellectual property portfolio it has built. Unauthorized parties may attempt to copy or reverse engineer Arbe’s solutions or certain aspects of Arbe’s solutions that it considers proprietary. Litigation may be necessary in the future to enforce or defend Arbe’s intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into countries where Arbe has patent protection.

Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which Arbe’s products are available and competitors based in other countries may sell infringing products in one or more markets. An inability to adequately protect and enforce Arbe’s intellectual property and other proprietary rights or an inability to prevent authorized parties from copying or reverse engineering its smart vision solutions or certain aspects of its solutions that Arbe considers proprietary could seriously adversely affect its business, operating results, financial condition and prospects.

In addition to patented technology, Arbe relies on its unpatented proprietary technology, trade secrets, processes and know-how. 

Arbe relies on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Arbe believes is best protected by means that do not require public disclosure.

Arbe generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Arbe may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Arbe has limited control over the

protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Arbe’s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Arbe, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Arbe’s proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Arbe operates may afford little or no protection to its trade secrets.

Arbe also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize Arbe’s proprietary information to its competitive disadvantage. Arbe may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.

Third-party claims that Arbe is infringing intellectual property, whether successful or not, could subject it too costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Although Arbe holds patents related to its products, a number of companies, both within and outside of the industry in which it operates, hold other patents covering various aspects of Arbe’s products. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Arbe may receive in the future inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Arbe expands its presence in the market. In addition, parties may claim that the names and branding of Arbe’s products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Arbe may have to change the names and branding of its products in the affected territories and it could incur other costs.

Arbe currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and partners from damages and costs which may arise from the infringement by Arbe’s products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Arbe’s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party’s intellectual property rights, even if untrue, could adversely affect Arbe’s relationships with its customers, may deter future customers from purchasing its products and could expose Arbe to costly litigation and settlement expenses. Even if Arbe is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Arbe to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Arbe’s brand and operating results.

Arbe’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Arbe to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Arbe to pay substantial damages or obtain an injunction. An adverse determination also could invalidate Arbe’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Arbe procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Arbe’s business, operating results, financial condition and prospects.

Legal and Regulatory Risks Related to Arbe’s Business

Arbe is subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of its products. Some of Arbe’s customers also require that it comply with their own unique requirements relating to these matters.

Arbe manufactures and sells products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where Arbe develops, manufactures and assembles its products, as well as the locations where Arbe sells its products. Among other things, certain applicable laws and regulations require or may in the future require the submission of annual reports to the certain governmental agencies certifying that such products comply with applicable performance standards, the maintenance of manufacturing, testing, and distribution records, and the reporting of certain product defects to such regulatory agency or consumers. If Arbe’s products fail to comply with applicable regulations, Arbe and/or its products could be subjected to a variety of enforcement actions or sanctions, such as product recalls, repairs or replacements, warning letters, untitled letters, safety alerts, injunctions, import alerts, administrative product detentions or seizures, or civil penalties. The occurrence of any of the foregoing could harm Arbe’s business, results of operations, and financial condition.

Since Arbe operates on a global basis, it must continually monitor applicable laws and regulations, and engage in an ongoing compliance process to ensure that Arbe and its suppliers are in compliance with all existing laws and regulations. If there is an unanticipated or onerous new legislation or regulation that significantly impacts Arbe’s use of various components or requires more expensive components, such legislation or regulation could materially adversely affect its business, results of operations and financial condition.

Arbe’s products are also used for autonomous driving applications, which are subject to complicated and rapidly evolving laws and regulatory schemes that vary from jurisdiction to jurisdiction at the state, federal and international levels, including requirements related to safety, data privacy and security, and product liability, among other areas. These are rapidly evolving areas in which new or changed requirements could impose limitations on the use of Arbe’s products. If Arbe fails to adhere to these new laws and regulations or fails to continually monitor emerging developments, it may be subject to litigation, loss of customers or negative publicity and its business, results of operations and financial condition will be adversely affected. Arbe is unable to predict how any future changes will impact it and if such impacts will be material to its business.

The evolution of the regulatory framework for autonomous vehicles and their related components is outside of Arbe’s control.

There are currently no federal U.S. regulations pertaining to the safety of self-driving vehicles; however, the National Highway Traffic and Safety Administration has established recommended guidelines. Certain states have legal restrictions on self-driving vehicles, and many other states are considering them. This patchwork increases the difficulty in maintaining legal compliance. In Europe, certain vehicle safety regulations apply to self-driving braking and steering systems, and certain treaties also restrict the legality of certain higher levels of self-driving vehicles. Self-driving laws and regulations are expected to continue to evolve in numerous jurisdictions in the U.S. and foreign countries and may restrict autonomous driving features that Arbe may deploy.

Arbe’s business may be adversely affected by changes in automotive safety regulations or concerns that drive further regulation of the automobile safety market.

Government vehicle safety regulations are an important factor for Arbe’s business. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles. These safety regulations often require, or customers demand that, vehicles have more safety features per vehicle and more advanced safety products.

While Arbe believes increasing automotive safety standards will present a market opportunity for its products, government safety regulations are subject to change based on a number of factors that are not within Arbe’s control, including new scientific or technological data, adverse publicity regarding industry recalls and safety risks of autonomous driving, accidents involving its products, domestic and foreign political developments or considerations, and litigation relating to its products and its competitors’ products. Changes in government regulations, as well as changes or evolution in court doctrines in interpreting those regulations, especially in the autonomous driving industries could adversely affect Arbe’s business. If government priorities shift and Arbe is unable to adapt to changing regulations or to court interpretations of those regulations, its business may be materially and adversely affected.

Federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive industry. As the cars that carry Arbe’s products go into production, it may become subject to stringent requirements, including a duty to report, subject to strict timing requirements, safety defects with its products. Such rules and regulations may impose potentially significant civil penalties for violations including the failure to comply with such reporting actions. If Arbe cannot rapidly address any safety concerns or defects with its products, its business, results of operations and financial condition may be adversely affected.

The U.S. Department of Transportation has issued regulations that require manufacturers of certain autonomous vehicles to provide documentation covering specific topics to regulators, such as how automated systems detect objects on the road, how information is displayed to drivers, what cybersecurity measures are in place and the methods used to test the design and validation of autonomous driving systems. As cars that carry Arbe’s sensors go into production, the obligations of complying with safety regulations could increase and it could require increased resources and adversely affect Arbe’s business.

Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which Arbe operates may adversely impact its business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, Arbe’s policies and operations.

Arbe’s current and potential future operations and sales subject it to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California recently enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance. These regulations may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact Arbe’s operations and the development of its business. While, generally, Arbe does not have access to, collect, store, process, or share information collected by its solutions unless its customers choose to proactively provide such information to it, Arbe’s products may evolve both to address potential customer requirements or to add new features and functionality. Therefore, the full impact of these privacy regimes on Arbe’s business is rapidly evolving across jurisdictions and remains uncertain at this time.

Arbe may also be affected by cyber attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target Arbe or third-parties with which it has business relationships in an effort to harm them or their proper use, or the data stored in them, resulting in direct and indirect damages, including disruption, interruption or severance of operations, ransomware, leaks and data loss, theft of property, espionage, harm to reputation, harm to public trust and rehabilitation expenses. Arbe works to prevent and reduce exposure to the risk of cyber-attacks, with strategies including use of information security systems, assimilation of a culture of data security (including training for managers and employees), refinement and adjustment of procedures, internal control programs, and auditing and support with the assistance of experts in the field.

Arbe’s operations are rich in technology and computing and may be exposed to risks related to the stability of the information systems, their compatibility with the scope of its operations, information security, technical failures, overload of system servers and the like. Impairment of the stability of computer systems and inability on the part of Arbe to return its systems to normal operation within a reasonable timeframe, or the lack of technological ability to meet commitments or the expectations of potential customers and strategic partners, may damage Arbe’s reputation and harm its business outcomes.

Arbe is assessing the continually evolving privacy and data security regimes and measures it believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like Arbe’s, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop and these updates or enhancements may require implementation costs. The compliance measures Arbe does adopt may prove ineffective. Any failure, or perceived failure, by Arbe to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber attacks affecting Arbe, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on its reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in Arbe, which could have an adverse effect on its reputation and business.

Arbe may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act and other U.S. and foreign anti-corruption anti-money laundering, export control, sanctions, and other trade laws and regulations, and any determination that we violated these laws could have a material adverse effect on our business.

Arbe is subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Arbe is also subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act 2010, the Proceeds of Crime Act 2002, and possibly other anti-bribery and anti-money laundering laws in countries outside of the United States in which Arbe conducts its activities. Compliance with these laws has been the subject of increasing focus and activity by regulatory authorities, both in the United States and elsewhere, in recent years. Anti-corruption laws are interpreted broadly and prohibit companies and their employees and third-party intermediaries from authorizing, promising, offering, providing, soliciting, or accepting, directly or indirectly, improper payments or benefits to or from any person whether in the public or private sector. Arbe’s activities outside the United States may create the risk of unauthorized payments or offers of payments by employees, consultants, sales agents or distributors, even though they may not always be subject to Arbe’s control. It is Arbe’s policy to implement safeguards to discourage these practices by its employees, consultants, sales agents and distributors. However, Arbe’s existing safeguards and any future improvements may prove to be less than effective, and its employees, consultants, sales agents, or distributors may engage in conduct for which Arbe might be held responsible, even if it does not explicitly authorize such activities. Should Arbe’s export activity be subject to security oversight, this may have a material effect on Arbe’s activity.

Noncompliance with anti-corruption, anti-money laundering, export control, sanctions, and other trade laws could subject Arbe to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Arbe does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be materially harmed. Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense and compliance costs and other professional fees. In addition, the U.S. government may seek to hold Arbe liable for successor liability for FCPA violations committed by companies in which it invests or that it acquires. As a general matter, enforcement actions and sanctions could harm Arbe’s business, results of operations, and financial condition.

Regulations related to conflict minerals may cause Arbe to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of its products.

Arbe is subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require it to determine, disclose and report whether its products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in Arbe’s products. In addition, Arbe will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of its products and, if applicable, potential changes to products, processes or sources of supply as a consequence of such verification activities. It is also possible that its reputation may be adversely affected if Arbe determines that certain of its products contain minerals not determined to be conflict minerals or if Arbe is unable to alter its products, processes or sources of supply to avoid use of such materials.

Arbe may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on its profitability and consolidated financial position.

Arbe may be, from time to time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with Arbe’s potential suppliers and strategic partners and its potential customers base, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and VAT disputes and employment and tax issues. In addition, Arbe could face in the future a variety of labor and employment claims against it, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims.

In such matters, government agencies or private parties may seek to recover from Arbe very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit Arbe’s operations in some way. These types of lawsuits could require significant management time and attention or could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these cases raise complex factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have a material adverse impact on Arbe’s operating results and consolidated financial position or that its established reserves or its available insurance will mitigate this impact.

Risks Related to Being a Public Company

Arbe will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.

Upon the completion of the Merger, Arbe will become a public company subject to reporting requirements in the United States, and it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Arbe is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Arbe will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq. Arbe’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Arbe expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Arbe’s net loss. For example, Arbe expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Arbe cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Arbe to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

A market for Arbe’s securities may not develop or be sustained, which would adversely affect the liquidity and price of our securities.

Following the Merger, the price of Arbe’s securities may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. An active trading market for Arbe’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of Arbe’s securities can vary due to general economic conditions and forecasts, our general business condition and the release of its financial reports. Additionally, if Arbe’s securities become delisted from Nasdaq and are quoted on the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange) or Arbe’s securities are not listed on Nasdaq and are quoted on the OTC Bulletin Board, the liquidity and price of Arbe’s securities may be more limited than if Arbe was quoted or listed on the NYSE, Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

Arbe’s internal controls over financial reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on Arbe’s business and reputation.

As a privately-owned company, Arbe is not subject to the reporting requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. Upon the completion of the Merger, Arbe will become subject to these rules and regulations. Arbe expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on its personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that Arbe maintain effective disclosure controls and procedures and internal control over financial reporting. Arbe is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be

disclosed by it in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Arbe’s principal executive and financial officers.

Arbe’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in Arbe’s internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect Arbe’s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of Arbe’s financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Arbe’s internal control over financial reporting that it is required to include in its periodic reports Arbe will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Arbe’s reported financial and other information.

In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Arbe has expended and anticipates that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase Arbe’s operating costs and could materially and adversely affect its ability to operate its business. In the event that Arbe’s internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in Arbe’s operating results and the stock price of the Arbe’s Ordinary Shares could decline. In addition, if Arbe is unable to continue to meet these requirements, Arbe may not be able to obtain or maintain listing on Nasdaq.

Arbe’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after Arbe is no longer an emerging growth company or a non-accelerated filer. At such time, Arbe’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Arbe’s controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on Arbe’s company’s business and operating results.

Risks Related to Arbe’s Incorporation and Location in Israel

Conditions in Israel could materially and adversely affect Arbe’s business.

Arbe is incorporated under the laws of the State of Israel, and many of Arbe’s employees, including certain management members, operate from its offices that are located in Tel Aviv-Yafo, Israel. In addition, a substantial number of Arbe’s officers and directors are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect Arbe’s business and operations. In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.

In addition, Iran has threatened to attack Israel and may be developing nuclear weapons. Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various parts of Israel, including areas in which Arbe’s employees are located, and negatively affected business conditions in Israel. Any hostilities involving Israel, including the recent hostilities between Hamas and Israel which has resulted large number of missiles being fired at Israel, including major cities, such interruptions or curtailments of trade between Israel and its trading partners could adversely affect Arbe’s operations and results of operations. To the extent that key employees and potential employees are call up for active duty, Arbe’s ability to operate may be impaired.

Arbe’s commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, Arbe cannot assure you that this government coverage will be maintained or that it will sufficiently cover Arbe’s potential damages. Any losses or damages incurred by Arbe could have a material adverse effect on its business. Any armed conflicts or political instability in the region would likely negatively affect business conditions and could harm our results of operations.

Further, in the past, the State of Israel and Israeli companies have been subjected to economic boycotts. Several countries still restrict business with the State of Israel and with Israeli companies. These restrictive laws and policies may have an adverse impact on Arbe’s results of operations, financial condition or the expansion of its business. A campaign of boycotts, divestment, and sanctions has been undertaken against Israel, which could also adversely affect Arbe’s business. Actual or perceived political instability in Israel or any negative changes in the political environment, may individually or in the aggregate adversely affect the Israeli economy and, in turn, Arbe’s business, financial condition, results of operations, and prospects.

In addition, many Israeli citizens are obligated to perform several weeks of annual military reserve duty each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event of a military conflict, may be called to active duty. In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists. It is possible that there will be military reserve duty call-ups in the future. Arbe’s operations could be disrupted by such call-ups, which may include the call-up of members of its management. Such disruption could materially adversely affect its business, prospects, financial condition, and results of operations.

Arbe may become subject to claims for remuneration or royalties for assigned service invention rights by its employees, which could result in litigation and adversely affect its business.

A significant portion of Arbe’s intellectual property has been developed by its employees in the course of their employment by Arbe. Under the Israeli Patent Law, 5727-1967 (the “Patent Law”), inventions conceived by an employee in the course and as a result of or arising from his or her employment with a company are regarded as “service inventions,” which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention rights. The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee (the “Committee”), a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his or her inventions. Case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit. The Committee will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws. Further, the Committee has not yet determined one specific formula for calculating this remuneration, but rather uses the criteria specified in the Patent Law.

Although Arbe generally enters into assignment-of-invention agreements with its employees pursuant to which such individuals assign to it all rights to any inventions created in the scope of their employment or engagement with Arbe, Arbe may face claims demanding remuneration in consideration for assigned inventions. As a consequence of such claims, Arbe could be required to pay additional remuneration or royalties to its current and/or former employees, or be forced to litigate such claims, which could negatively affect its business.

The potential tax benefits that may be available to Arbe require it to meet various conditions and may not be available to Arbe, which could increase Arbe’s costs and taxes.

Arbe may be eligible for certain tax benefits provided to “Preferred Technology Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 1959, referred to as the Investment Law. In order to receive and remain eligible for the tax benefits for “Preferred Technology Enterprises” it must continuously meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, Arbe’s Israeli taxable income from the approved enterprise would be subject to regular Israeli corporate tax rates. The standard corporate tax rate for Israeli companies has been 23% since 2018. Arbe has not yet applied for these benefits. Additionally, if Arbe increase its activities outside of Israel through acquisitions, for example, its expanded activities might not be eligible for inclusion in future Israeli tax benefit programs. See “Certain Material Israeli Tax Considerations.”

The terms of grants received from the Israeli government require Arbe to satisfy specified conditions in order to transfer the manufacture of products based on know-how funded by the Israel Innovation Authority outside of Israel or to transfer outside of Israel the know-how itself.

Under the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984, or the Innovation Law, research and development programs which meet specified criteria and are approved by a committee of the Israel Innovation Authority of the Israeli Ministry of Economy and Industry, or IIA, are eligible for

grants from the IIA. The grant amounts are determined by the research committee and are typically a percentage of the project’s expenditures. Under most programs, the grantee is required to pay royalties to the State of Israel from the sale of products developed under the program.

Arbe’s research and development efforts in relation to its product have been partially financed through royalty-bearing and non-royalty bearing grants from the IIA in the total amount of approximately $3.4 million. As of December 31, 2020, Arbe paid royalties of approximately $13,000.

Under the research and development agreements with the IIA and pursuant to applicable laws, Arbe is required to pay royalties from sales of products and services that incorporate know-how developed with the IIA-funded, royalty-bearing grants. Such royalties are due up to an amount equal to 100% of the IIA grants received, linked to the U.S. dollar plus interest on the unpaid amount received based on the 12-month LIBOR rate (from the year the grant was approved) applicable to U.S. dollar deposits. If Arbe will manufacture its IIA-funded products outside of Israel and generates sales, the ceiling will increase based on the percentage of production that is outside of Israel, up to a maximum of 300% of the IIA grants, linked to the dollar and bearing interest as detailed above.

•        Local Manufacturing Obligation.    The terms of the grants under the Innovation Law require that Arbe manufacture the products developed with these grants in Israel (but do not restrict the sale of products that incorporate the know-how). Under the regulations promulgated under the Innovation Law, the products may be manufactured outside Israel by Arbe or by another entity only if prior approval is received from the IIA (such approval is not required for the transfer of up to 10% of the manufacturing capacity in the aggregate, in which case a notice must be provided to the IIA and not objected to by the IIA within 30 days of such notice).

•        Know-How transfer limitation

•        The Innovation Law restricts the ability to transfer know-how funded by the IIA outside of Israel. Transfer of IIA funded know-how outside of Israel requires prior approval of the IIA and may be subject to payments to the IIA, calculated according to formulae provided under the Innovation Law. If Arbe wishes to transfer IIA funded know-how, the terms for approval will be determined according to the nature of the transaction and the consideration paid to Arbe in connection with such transfer.

•        Approval of transfer of IIA funded know-how to another Israeli company may be granted only if the recipient abides by the provisions of the Innovation Law and related regulations, including the restrictions on the transfer of know-how and manufacturing rights outside of Israel.

•        Change of Control.    Any non-Israeli citizen, resident or entity that, among other things, (i) becomes a holder of 5% or more of Arbe’s share capital or voting rights, (ii) is entitled to appoint one or more of Arbe’s directors or the chief executive officer or (iii) serves as one of Arbe’s directors or as its chief executive officer, is required to notify the IIA and undertake to comply with the rules and regulations applicable to the grant programs of the IIA, including the restrictions on transfer described above.

Approval to manufacture products outside of Israel or consent to the transfer of IIA funded know-how, if requested, is within the discretion of the IIA. Furthermore, the IIA may impose certain conditions on any arrangement under which it permits Arbe to transfer IIA funded know-how or manufacturing out of Israel.

The consideration available to Arbe’s shareholders in a future transaction involving the transfer outside of Israel of know-how developed with IIA funding (such as a merger or similar transaction) may be reduced by any amounts that Arbe is required to pay to the IIA.

The Restated Arbe Articles contain a forum selection clause for substantially all disputes between Arbe and its shareholders under the Israeli Companies Law and the Israeli Securities Law, which could limit the Arbe Shareholders’ ability to bring claims and proceedings against Arbe, its directors, officers and other employees. Enforcement of a U.S. judgment against Arbe or its officers and directors in Israel or the United States, or assertion of a U.S. securities laws claim in Israel or serving process on Arbe’s officers and directors, may also be difficult.

Under the Restated Arbe Articles, to be effective upon the closing of the Business Combination, the competent courts of Tel Aviv, Israel will be the exclusive forum for (i) any derivative action or proceeding brought on behalf of Arbe, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Arbe to Arbe or Arbe’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the

Israeli Companies Law, or the Israeli Securities Law, 1968-5728 (the “Israeli Securities Law”). This exclusive forum provision is intended to apply to claims arising under Israeli law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which federal courts would have exclusive jurisdiction. Such exclusive forum provision in the Restated Arbe Articles will not relieve Arbe of its duties to comply with federal securities laws and the rules and regulations thereunder, and its shareholders will not be deemed to have waived their compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with Arbe or its directors, officers or other employees, which may discourage lawsuits against Arbe, its directors, officers and employees.

Another obstacle towards assertion of claims against Arbe or its directors or officers is the fact that most of them are not residents of the United States and most of their and Arbe’s assets are located outside the United States. Service of process upon Arbe or its non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against Arbe or its non-U.S. directors and executive officers may therefore be difficult to effect within the United States. It may be difficult to assert claims under U.S. securities laws in original actions instituted in Israel or obtain a judgment based on the civil liability provisions of U.S. federal securities laws. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against Arbe or its non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing these matters.

Additionally, Israeli courts might not enforce judgments obtained in the United States against Arbe or its non-U.S. directors and executive officers, which may make it difficult to collect on judgments rendered against Arbe or its non-U.S. officers and directors. An Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

The Restated Arbe Articles, to be effective upon the closing of the Business Combination provide that unless Arbe consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended.

Investors’ rights and responsibilities of Arbe’s shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.

Because Arbe is incorporated under Israeli law, the rights and responsibilities of its shareholders are governed by the Restated Arbe Articles and the Israeli Companies Law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical U.S. corporations. In particular, pursuant to the Israeli Companies Law, each shareholder of an Israeli company has to act in good faith in exercising such shareholder’s rights and fulfilling such shareholder’s obligations toward the company and other shareholders and to refrain from abusing such shareholder’s power in the company, including, among other things, in voting at the general meeting of shareholders and class meetings, on amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers, and transactions requiring shareholders’ approval under the Israeli Companies Law. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the company, or has other powers toward the company, has a duty to act in fairness towards a company. Moreover, a shareholder also has a general duty to refrain from discriminating against other shareholders. These provisions may be interpreted to impose additional obligations and liabilities on Arbe’s shareholders that are not typically imposed on shareholders of U.S. corporations.

Provisions of Israeli law and the Restated Arbe Articles to be effective upon the closing of the Business Combination may delay, prevent, or make undesirable an acquisition of all or a significant portion of its shares or assets.

Certain provisions of Israeli law and the Restated Arbe Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire Arbe or its shareholders to elect different individuals to Arbe’s board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for the Arbe ordinary shares. Among other things:

•        Israeli Companies Law regulates acquisitions and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions);

•        Israeli Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

•        the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

•        the Restated Arbe Articles divide its directors into three classes, each of which is elected once every three years;

•        the Restated Arbe Articles do not permit a director to be removed except by a vote of a majority of the voting power of the shareholders represented at a general meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power of the shareholders present and voting; and

•        the Restated Arbe Articles provide that director vacancies may be filled by its board of directors.

Further, Israeli tax considerations may make potential transactions undesirable to Arbe or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including a restrictive period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if the shares have not been disposed. See the section titled “Material Israeli Tax Considerations — Taxation of our shareholders.”

Arbe’s board of directors has sole discretion whether to pay dividends. If Arbe’s board of directors decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Israeli Companies Law imposes restrictions on Arbe’s ability to declare and pay dividends. See the section titled “Description of Arbe Ordinary Shares — Dividend and Liquidation rights” for additional information. Payment of dividends may also be subject to Israeli withholding taxes. See the section titled “Material Israeli Tax Considerations” for additional information.

Arbe is subject to the Israeli Privacy Protection Law and its regulations

Arbe is subject to the Israeli Privacy Protection Law 5741-1981 (the “PPL”), and its regulations, including the Israeli Privacy Protection Regulations (Data Security) 2017 (the “Data Security Regulations”), which came into effect in Israel in May 2018 and impose obligations with respect to the manner personal data is processed, maintained, transferred, disclosed, accessed and secured, as well as the guidelines of the Israeli Privacy Protection Authority. In this respect, the Data Security Regulations may require Arbe to adjust certain data protection and data security practices, information security measures, certain organizational procedures, applicable positions (such as an information security manager) and other technical and organizational security measures. Failure to comply with the PPL, its regulations and guidelines issued by the Israeli Privacy Protection Authority, may expose Arbe to administrative fines, civil claims (including class actions) and in certain cases criminal liability.

As a foreign private issuer, under Nasdaq rules, Arbe is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards, which, if Arbe follow such practices, may afford its shareholders less protection than they would enjoy if Arbe complied with the Nasdaq corporate governance standards.

As a foreign private issuer, Arbe is generally subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like Arbe to follow the corporate governance practices of its home country, which is Israel, in lieu of Nasdaq corporate governance requirements relating to independent directors and the formation and composition of board committees, with respect to the disclosure of third party director and nominee compensation and the requirement to distribute annual and interim reports. These corporate governance practices in Israel may differ significantly from Nasdaq corporate governance listing standards. Currently, Arbe does not plan to rely on the home country practice exemption with respect to its corporate governance other than the quorum requirements. The Restated Arbe Articles provide that two shareholders holding 25% of the voting shares constitutes a quorum, as contrasted with the Nasdaq requirement of one-third of a company’s outstanding voting securities. If Arbe chooses to take advantage of other home country practice in the future, its shareholders may be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

Risks Related to the Business Combination

The Merger remains subject to conditions that ITAC may not be able to control and if such conditions are not satisfied or waived, the Merger may not be consummated.

The Merger is subject to a number of conditions, including, among other things and as more fully described in the Business Combination Agreement, the condition that (i) upon the Closing, after giving effect to the Redemption, and the PIPE Investment, ITAC or Arbe shall have $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-5(g)(1) of the Exchange Act) (ii) having the Minimum Cash Amount, (iii) the absence of legal prohibition against consummation of the Merger, (iv) the Arbe Ordinary Shares shall have been approved for listing on Nasdaq subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders, receipt of securityholder approvals, (v) continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, (vi) the truth and accuracy of ITAC’s and Arbe’s representations and warranties made in the Business Combination Agreement, and (viii) no prior termination of the Business Combination Agreement. There are no assurances that all conditions to the Merger will be satisfied or that the conditions will be satisfied in the time frame expected.

Arbe may issue additional Arbe Ordinary Shares or other securities following the Merger without shareholder approval, which would dilute existing ownership interests and may depress the market price of Arbe Ordinary Shares.

Arbe may issue additional Arbe Ordinary Shares or other equity securities of equal or senior rank in the future in connection with, among other things, Arbe’s equity incentive plan, without shareholder approval, in a number of circumstances. Arbe’s issuance of additional Arbe Ordinary Shares or other equity securities of equal or senior rank would have the following effects:

•        Arbe’s existing shareholders’ proportionate ownership interest in Arbe may decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Arbe Ordinary Share may be diminished; and

•        the market price of Arbe Ordinary Shares may decline.

Any such issuance may be dilutive to the shareholders of Arbe or may cause the stock price to decrease.

Because Arbe’s officers and directors and their affiliates will own or control approximately 47% of Arbe’s Ordinary Shares upon completion of the Merger on a No-Redemption Scenario, they may be able to control any action requiring shareholder approval of shareholders.

The individuals who will be Arbe’s officers and directors and their affiliates following the Merger will own or control the voting rights with respect to approximately 47% of Arbe’s ordinary shares on a No Redemption Scenario and a

larger percentage if there are any redemptions, they will have the power to control any action for which shareholder approval is required or sought by Arbe, particularly since the Restated Arbe Articles provide that a quorum for action by shareholders at a meeting called by the board of directors is two shareholders holding at least 25%. The directors following the Merger include E. Scott Crist, who controls the Sponsor, which will own 1,905,900 Arbe Ordinary Shares, and Texas Ventures, which will own 340,000 Arbe Ordinary Shares pursuant to its PIPE Investment.

The sponsor and its affiliates can earn a positive rate of return on their investment, even if other ITAC shareholders experience a negative rate of return in the post-business combination company.

The Sponsor paid a nominal amount for the 1,905,900 shares of ITAC Common Stock which it owns and which represents 19.7% of ITAC’s outstanding Common Stock. The purchasers in ITAC’s initial public offering purchased a unit, consisting of one shares of ITAC Common Stock and one ITAC Public Warrant for $10.00 per Unit. The market price of ITAC Common Stock since ITAC’s IPO has been in the range of $10.00 since the IPO. Because the Sponsor paid a nominal price for its shares, if the market price of Arbe’s ordinary shares loses most of its value, the Sponsor would still earn a positive return on its investment while the public stockholders would experience a very significant decline in the value of their shares.

Because Arbe will have a classified board of directors following the Closing, it may be more difficult for a third party to obtain control of Arbe.

The Restated Arbe Articles provide for a classified board of directors with each class of directors being elected for a term of three years. As a result the shareholders will vote for only one-third of the board each year. A classified board of directors may make it more difficult for a third party of gain control of Arbe which may affect the opportunity of Arbe’s shareholders to receive any potential benefit which could be available from a third party seeking to obtain control over Arbe.

The Sponsor has agreed to vote its shares in favor of the Merger, regardless of how ITAC’s Public Stockholders vote.

In connection with the Merger, the Sponsor agreed to vote its shares of ITAC Common Stock in favor of the Merger. Currently, the Sponsor owns approximately 19.7% of the outstanding shares of ITAC Common Stock. The Sponsor agreed to vote its shares in favor of the Merger, the ITAC Charter Proposal and the Adjournment Proposal. In addition to the shares of ITAC Common Stock held by the Sponsor, ITAC would need 2,934,469 shares, or approximately 30.3%, of the 7,774,836 shares held by other stockholders, of which 7,623,600 shares are the Public Shares sold in the ITAC IPO, to be voted in favor of the Business Combination Proposal and ITAC Charter Proposal in order for them to be approved.

ITAC did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price ITAC is paying in connection with the Merger is fair to the ITAC stockholders from a financial point of view.

ITAC was not required to obtain an opinion from an independent investment banking or accounting firm that the price ITAC is paying in connection with the Merger is fair to the ITAC stockholders from a financial point of view. The ITAC board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Merger. Rather, the ITAC board of directors relied upon the fact that its officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and expertise of its financial advisors enabled them to make the necessary analyses and determinations regarding the Merger with Arbe. In addition, the board relied upon the fact that ITAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the ITAC board of directors in valuing Arbe’s business, and assuming the risk that the board of directors may not have properly valued the Merger.

Although holders of ITAC Common Stock who own ITAC Warrants will receive Arbe Warrants if they redeem their ITAC Common Stock, there are risks attendant to the ownership of the Arbe Warrants.

If you hold ITAC Warrants, upon the effectiveness of the Merger, you will receive Arbe Warrants to purchase one Arbe Ordinary Share for each share of ITAC Common Stock issuable upon exercise of your ITAC Warrants at the same exercise price of $11.50 per share. It does not matter whether or not you redeem your ITAC Common Stock. Thus, if you are a holder of an ITAC Warrant and you exercise your right of redemption you will receive an Arbe Warrant in

exchange for any ITAC Warrants you own at the effective time of the Merger. The market price of an ITAC Warrant has recently traded in the range of $1.11 to $1.23 on low volume. We cannot predict the future price or the future volume in the Arbe Warrants, and, even though we plan to list the Arbe Warrants on Nasdaq, we cannot assure you that an active market for the Arbe Warrants will develop and, if it develops, will be sustained. Further, Arbe will not be obligated to deliver any Arbe Ordinary Shares pursuant to the exercise of an Arbe Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Arbe Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. In such event, as long as Arbe is not maintaining an effective registration statement, holders of Arbe Warrants may exercise Arbe Warrants on a cashless basis.

In addition, Arbe has the right to call the Arbe warrants (other than warrants held by the Sponsor) for redemption at a price of $0.01 per warrant, under certain conditions if the last report sale price of the Arbe Ordinary Shares equals or exceeds $18.00 for any 20 trading days within a 30-trading day period. This right to call the Arbe Warrants for redemption, effectively places a ceiling on the price of the Warrants since Arbe is likely to exercise this right if the market price of the Arbe Ordinary Shares hits the target price, which will force you to either exercise the Arbe Warrant for cash or accept the nominal redemption price. The market price of the Arbe Ordinary Shares may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued. We cannot predict the market price for either the Arbe Ordinary Shares or the Arbe Warrants, and it is possible that the Arbe Warrants may never be in the money, in which event the Arbe Warrants will expire without being exercised.

Furthermore, because of the accounting treatment of the Warrants, Arbe may, after the Closing, seek to modify the Warrant Agreement. Arbe has the right to make amendments to the Warrant Agreement with the consent of the holders of a majority of the outstanding Warrants. If Arbe and the holders of a majority of the Arbe Warrants amend the terms of the Warrants, as a Warrant holder, you may disagree with the amendment.

ITAC and Arbe will incur significant transaction and transition costs in connection with the Merger.

ITAC and Arbe have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Merger and operating as a public company following the consummation of the Merger. Arbe may also incur additional costs to retain and hire key employees. All expenses incurred in connection with the Merger, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, including deferred underwriting fees relating to ITAC’s IPO will be paid by Arbe and\or the surviving entity. To the extent that ITAC’s transaction expenses, other than those relating to the PIPE Investment, exceed $7.0 million, such excess will be reflected in an increase in the number of Arbe Ordinary Shares owned by the Arbe shareholders upon completion of the Merger. Any such transaction costs could adversely impact Arbe’s future earnings or its ability to grow the business as quickly as its management team desires.

If the PIPE Investments are not consummated and Arbe does not waive the Minimum Cash Requirement, the Business Combination Agreement may be terminated.

As a condition to Closing, the Business Combination Agreement provides that aggregate amount of cash and cash equivalents of ITAC at the Closing, including cash not redeemed from the Trust Account and cash raised in the PIPE Investment (which, for the avoidance of doubt, solely for purposes of the computation of Minimum Cash Requirement includes any cash paid to Arbe if Arbe exercises its right to directly issue Arbe Ordinary Shares pursuant to the PIPE Subscription Agreements) will not be less than $100,000,000 (after giving effect to redemptions of ITAC’s public stockholders, but prior to the payment of ITAC’s or Arbe’s Transaction Expenses or other liabilities due at the Closing). While the PIPE Investors have entered into the PIPE Subscription Agreements to purchase ITAC Common Stock or, at Arbe’s election, Arbe Ordinary Shares, for an aggregate of $100,000,000 immediately prior to the Closing, there can be no assurance that such parties to the PIPE Subscription Agreements will perform their obligations under the PIPE Subscription Agreements or they will not claim that ITAC or Arbe did not satisfy the closing conditions. If the PIPE Investments are not consummated and Arbe does not waive the Minimum Cash Requirement, which is not likely, the Business Combination Agreement may be terminated.

Subsequent to the completion of the Merger, Arbe may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and Arbe’s ordinary share price, which could cause you to lose some or all of your investment.

Although ITAC has conducted extensive due diligence on Arbe, ITAC cannot assure you that ITAC will discover through its due diligence all material issues that may be present in Arbe’s business, that it would be possible to uncover all material issues

through a customary amount of due diligence, or that factors outside of Arbe’s business and outside of its control will not later arise. As a result of these factors, Arbe may be forced to take write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if ITAC’s due diligence successfully identified certain risks, unexpected risks may, and are likely to, arise, and previously known risks may materialize in a manner not consistent with ITAC’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Arbe’s liquidity, the fact that Arbe reports charges of this nature could contribute to negative market perceptions of Arbe and its securities. In addition, charges of this nature may cause Arbe to violate net worth or other covenants to which Arbe may be subject as a result of Arbe obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain shareholders following the Merger could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

By entering into a business combination with ITAC, which is a SPAC, investors may not have the same benefits as an investor in an underwritten public offering.

Arbe will become a publicly listed company upon the completion of the proposed Transactions. The proposed Transactions do not involve an underwritten initial public offering of Arbe’s securities. The merger with ITAC, which is a SPAC, differs from an underwritten initial public offering (IPO) in several significant ways. In an IPO, the company generally engages one or more underwriters to purchase its shares and resell them to the public at an agreed upon public offering price. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of proving that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of an IPO company’s business, financial condition and results of operations. Going public via a business combination with a SPAC does not involve any underwriters and may therefore result in less careful vetting of information that is presented to the public. Potential investors in an IPO typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions. In the proposed Transaction there are no underwriters, and thus no corresponding right of action is available to investors in the Business Combination, for any material misstatements or omissions in the registration statement or this proxy statement/prospectus. Before entering into the Business Combination Agreement, ITAC performed a due diligence review of Arbe and its business and operations; however, ITAC cannot assure you that its due diligence review identified all material issues, and certain unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Additionally, the scope of due diligence ITAC has conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Arbe pursued an underwritten IPO.

In addition, going public through a business combination with a SPAC does not involve a book-building process as is the case in an IPO. In any IPO, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a business combination involving a SPAC, the value of the target company is established by means of negotiations between the target company, the SPAC and, in many cases, “PIPE” investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a target company in a SPAC business combination may be less effective than an IPO book-building process and also may not reflect events that may have occurred between the date of the Business Combination Agreement and the closing of the Transactions. In addition, IPOs are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the IPO. There is no comparable process of generating investor demand in connection with business combination between a target company and a SPAC, which may result in lower demand for the surviving company’s shares after closing, which could in turn, decrease liquidity and trading prices as well as increase share price volatility.

Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write offs or other charges that could have a significant negative effect on Arbe’s financial condition, results of operations and the share price of its securities, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

The Arbe securities to be received by ITAC’s securityholders as a result of the Merger will have different rights from ITAC securities.

Following completion of the Merger, ITAC’s securityholders will no longer be securityholders of ITAC but will instead be securityholders of Arbe, which will be governed by the Arbe Restated Articles and the Israeli Companies Law and not the Delaware General Corporations Law and the Existing ITAC Charter. There will be important differences

not as liabilities. As a result of the restatement, ITAC’s balance sheet reflects a warrant liability of approximately $13.4 million at December 31, 2020 and approximately $12.7 million at September 30, 2020, as contrasted with zero warrant liability on both dates as previously reported. The period to period change in the warrant liability is reflected unrealized income or loss on change in fair value of warrants, and such change .will be based on factors which are not within the control of ITAC and, after the Closing, Arbe, and such income or loss could be material. For the period from June 2, 2020 (inception) to December 31, 2020, ITAC incurred an unrealized loss on change in fair value of warrants of approximately $0.5 million. We cannot give any assurance that any such unrealized change in the fair value of the warrants will not adversely impact the price of Arbe Ordinary Shares following the Merger.

ITAC has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in ITAC and materially and adversely affect its business and operating results.

Following the issuance of the SEC Statement, on May 5, 2021, ITAC concluded that its previously issued audited financial statements for the year ended December 31, 2020 and the period from June 2, 2020 (inception) to December 31, 2020, and its unaudited condensed financial statements for the quarter ended September 30, 2020, and related disclosures, should be restated. As part of such process, ITAC identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of ITAC’s financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional material misstatements to ITAC’s financial statements that could not be prevented or detected on a timely basis.

Effective internal controls are necessary for ITAC to provide reliable financial reports and prevent fraud. ITAC continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If ITAC discovers additional weaknesses in its internal controls in the future, any such newly identified material weakness could limit ITAC’s ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its financial statements. In such case, ITAC may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in ITAC’s financial reporting and its stock price may decline as a result. ITAC cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

ITAC may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Statement, ITAC’s management and its audit committee concluded that it was appropriate to restate its previously issued audited financial statements as of December 31, 2020 and for the period from June 2, 2020 (inception) through December 31, 2020. As part of the restatement, ITAC identified a material weakness in its internal controls over financial reporting. As a result of such material weakness, the Restatement related to the accounting for the Warrants, and other matters raised or that may in the future be raised by the SEC, ITAC face potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weakness in ITAC’s internal control over financial reporting. As of the date of this proxy statement/prospectus, ITAC has no knowledge of any such litigation or dispute. However, ITAC can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on ITAC’s business, results of operations and financial condition or its ability to complete a Business Combination and, following the Merger, the business, results of operations and financial conditions of Arbe.

ITAC’s current directors and executive officers beneficially own shares of ITAC Common Stock and ITAC Warrants through their interest in the Sponsor, and such shares and warrants may become worthless if the Merger is not approved, with the result that such interests may have influenced their decision to approve the Merger with Arbe.

ITAC’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in Sponsor Shares and the ITAC Private Warrants that the Sponsor purchased prior to, or simultaneously with, ITAC’s IPO. The Sponsor has no redemption rights with respect to these securities in the event a business combination is not effected in the required time period (subject to permissible extension). Therefore, if the Merger with Arbe or another business combination is not approved within the required time period (subject to permissible extension), such securities held by such persons would become worthless. Such securities had an aggregate market value of approximately $[•] million based upon the closing prices of ITAC Class A Common Stock and ITAC Public Warrants on Nasdaq on [•].

Furthermore, the Sponsor, ITAC’s officers or directors, or their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on ITAC’s behalf, such as identifying and investigating possible business targets and Mergers. If ITAC fails to consummate the Merger, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, ITAC would not be able to repay or reimburse these amounts if the Merger is not completed or another business combination is not approved within the required time period (subject to permissible extension).

These financial interests may have influenced the decision of ITAC’s directors to approve the Merger with Arbe and to continue to pursue the Merger. In considering the recommendations of the ITAC board of directors to vote for the Business Combination Proposal and other proposals, ITAC’s Public Stockholders should consider these interests. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of ITAC’s Directors and Officers in the Merger.”

If the Merger or another business combination is not consummated by ITAC on or before the Deadline Date of December 11, 2021, which date may be extended for up to two three-month extensions upon payment to the Trust Account of $762,360 for each extension, the Sponsor, an affiliate of a director of ITAC, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by ITAC for services rendered or contracted for or for products sold to ITAC, but only if such a vendor or target business has not executed a waiver agreement. If ITAC consummates an initial business combination prior to such time, on the other hand, ITAC will be liable for all such claims.

These obligations of the Sponsor may have influenced the ITAC board of directors’ decision to pursue the Merger with Arbe or the board’s decision to approve the Merger. In considering the recommendations of the ITAC board of directors to vote for the Business Combination Proposal and other proposals, stockholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal No. 1 — The Business Combination Proposal — Interests of ITAC’s Directors and Officers in the Merger.”

ITAC’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to ITAC’s Public Stockholders in the event an initial business combination is not consummated.

If proceeds in the Trust Account are reduced below $10.00 per public share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, ITAC’s independent directors (all of whom have an interest in the Sponsor) would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While ITAC currently expects that its independent directors would take legal action on ITAC’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that ITAC’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If ITAC’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to ITAC’s Public Stockholders may be reduced below $10.00 per share.

The Sponsor, management of ITAC or Arbe and other stockholders of ITAC or Arbe make take action to increase the likelihood of approval of the Business Combination Proposal, which could have a depressive effect on the ITAC Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ITAC or its securities, the Sponsor, ITAC’s officers and directors, Arbe, the Arbe officers and directors and/or their respective affiliates, or Arbe shareholders may purchase ITAC Common Stock from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of ITAC Common Stock or vote their shares of ITAC Common Stock in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination Proposal by the holders of a majority of the outstanding shares of ITAC Common Stock and ensure that, among other things, the Minimum Cash Amount condition is satisfied in order to cause the consummation of the Merger where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the ITAC Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares of ITAC Common Stock at a price lower than market and may therefore be more likely to sell the ITAC Common Stock he owns, either prior to or immediately after the Special Meeting.

In addition, if such purchases are made, the public “float” of the Arbe Ordinary Shares following the Merger and the number of beneficial holders of Arbe securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Arbe securities on Nasdaq or another national securities exchange or reducing the liquidity of the trading market for the Arbe Ordinary Shares. Any of the aforementioned actions may have a depressive effect on the ITAC Common Stock and/or cause the Merger to close when certain conditions precedent would not have otherwise been satisfied.

The Merger may be completed even though material adverse effects may result from the announcement of the Merger, industry-wide changes and other causes.

In general, either ITAC or Arbe may refuse to complete the Merger if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not constituted a “Material Adverse Effect” (as defined in the Business Combination Agreement) and therefor do not permit either party to refuse to consummate the Merger, even if such change could be said to have materially adversely impacted the business and operations of Arbe or ITAC, including the following events (except, in certain cases where the change has a disproportionate effect on a party):

•        changes generally affecting the economy and the financial or securities markets, including the COVID-19 pandemic;

•        the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

•        changes (including changes in law) or general conditions in the industry in which the party operates;

•        changes in U.S. GAAP, or the authoritative interpretation of U.S. GAAP or SEC accounting rules, regulations or interpretation; or

•        changes attributable to the public announcement or pendency of the Merger or the execution or performance of the Business Combination Agreement.

Furthermore, ITAC or Arbe may waive the occurrence of a “Material Adverse Effect” (as defined in the Business Combination Agreement) without consent from ITAC stockholders. If a Material Adverse Effect occurs and the parties still consummate the Merger, the market trading price of Arbe’s ordinary shares and Arbe warrants may suffer.

Delays in completing the Merger may substantially reduce the expected benefits of the Merger.

Satisfying the conditions to, and completion of, the Merger may take longer than, and could cost more than, the ITAC board of directors expected when evaluating the proposed Merger. Any delay in completing or any additional conditions imposed in order to complete the Merger may materially adversely affect the benefits that ITAC and Arbe expect to achieve from the Merger. Furthermore, no assurance can be made as to the actual health of the industry or overall economy at the time of closing of the Merger. To the extent that things change adversely to what was originally anticipated due to a delay in closing the Merger, such changes could negatively impact the business operations and prospects of Arbe.

ITAC and Arbe have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of Arbe’s financial condition or results of operations following the Merger, and accordingly, you have limited financial information on which to evaluate Arbe and your investment decision.

Arbe has a limited operating history and Arbe and ITAC have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of ITAC and Arbe, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Arbe following the Merger. Certain adjustments and assumptions have been made regarding ITAC and Arbe after giving effect to the Merger. Arbe and ITAC believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Arbe’s results of operations or financial condition following the consummation of the Merger. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect Arbe’s results of operations and financial condition and the actual financial condition and results of operations of Arbe following the Merger may not be consistent with, or evident from, this pro forma financial information.

Any projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or Arbe’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Arbe and its management team. None of the projections and forecasts included in this proxy statement/prospectus (or provided to the ITAC board of directors in connection with its evaluation of the Merger) have been prepared with a view toward public disclosure other than to certain parties involved in the Merger or toward complying with SEC guidelines or U.S. GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Arbe and ITAC. Furthermore, they may exclude, among other things, certain material items such as transaction-related expenses. Important factors that may affect actual results and results of Arbe’s operations following the Merger or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for Arbe’s products, an evolving competitive landscape, rapid technological change, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

ITAC may not be able to complete the Merger or any other Merger within the prescribed time frame, in which case ITAC would cease all operations, except for the purpose of winding up and ITAC would redeem ITAC’s Public Shares and liquidate.

ITAC must complete an initial combination by the Deadline Date of December 11, 2021, which may be extended for up to two three-month periods upon payment of an extension payment of $762,360 for each extension, ITAC may not be able to consummate the Merger or any other Business Combination by such date. If ITAC has not completed any initial business combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable) divided by the number of then outstanding Public Shares, which

redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of ITAC’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to ITAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

ITAC stockholders may be held liable for claims by third parties against ITAC to the extent of distributions received by them upon redemption of their shares in a liquidation.

If the Merger is not completed, then under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of ITAC’s Trust Account distributed to ITAC’s Public Stockholders upon the redemption of ITAC’s Public Shares in the event ITAC does not complete an initial business combination by the Deadline Date, may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because ITAC may not comply with Section 280, Section 281(b) of the DGCL requires ITAC to adopt a plan, based on facts known to ITAC at such time that will provide for ITAC’s payment of all existing and pending claims or claims that may be potentially brought against ITAC within the 10 years following ITAC’s dissolution. However, because ITAC is a blank check company, rather than an operating company, and ITAC’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from ITAC’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses. If ITAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. ITAC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, ITAC’s Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of ITAC’s Public Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to ITAC’s Public Stockholders upon the redemption of its Public Shares in the event ITAC does not complete an initial business combination by the Deadline Date, is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

ITAC may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements or similar agreements. A possible change in accounting treatment of the warrants or restatement of ITAC’s historical financial statements may be seen as a basis for such a lawsuit. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources, and the possibility of such a lawsuit may result in an increase in the cost of directors and officers liability insurance coverage. An adverse judgment could result in monetary damages, which could have a negative impact on ITAC’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed. Currently, ITAC is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Merger.

The ongoing COVID-19 pandemic may adversely affect ITAC’s and Arbe’s ability to consummate the Merger.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

ITAC and Arbe may be unable to complete the Merger if continued concerns relating to COVID-19 restrict travel and limit the ability to have meetings with Arbe personnel. The extent to which COVID-19 impacts ITAC’s and Arbe’s ability to consummate the Merger will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, ITAC’s and Arbe’s ability to consummate the Merger may be materially adversely affected.

The grant and future exercise of registration rights may adversely affect the market price of Arbe Ordinary Shares upon consummation of the Merger.

Pursuant to the Business Combination Agreement, Arbe has agreed to file a registration statement covering the sale by Arbe’s existing shareholders of their Arbe Ordinary Shares. Pursuant to the PIPE Subscription Agreements, Arbe agreed to file a registration statement covering the Arbe Ordinary Shares issued to the PIPE Investors. Pursuant to the Founder Registration Rights Amendment, Arbe agreed to assume ITAC’s obligations to register the Arbe Ordinary Shares issuable with respect to the Founder Shares. These registration rights agreements are described elsewhere in this proxy statement/prospectus. The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Arbe Ordinary Shares post-Merger.

The sale by present Arbe Shareholders and/or the Sponsor upon the expiration of their lock-up period may cause the market price of Arbe’s securities to drop significantly, even if Arbe’s business is doing well.

Arbe has agreed to file a separate registration statement with respect to the 48,275,832 Arbe Ordinary Shares (after giving effect to the Recapitalization) held by the present Arbe shareholders and 3,996,092 Arbe Ordinary Shares issuable upon exercise of the Arbe Continuing Warrants. Holders of 36,356,885 of these shares have signed a lock-up agreement pursuant to which they agreed not to sell their Arbe Ordinary Shares during the period commencing from the Closing and ending one year from the Closing, subject to early release if the closing price of the Arbe Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing. Additionally, the Sponsor is subject to a lock-up with respect to the 1,905,900 Arbe Ordinary Shares that will be issued with respect to the Founder Shares as follows. In addition to being subject to the same lock-up provisions that are applicable to the Arbe shareholders, the Sponsor is subject to enhanced lock-up restrictions with respect to 952,950 Arbe Ordinary Shares. In addition to sales pursuant to a registration statement, the Sponsor and the Arbe shareholders will be able to sell their Arbe Ordinary Shares pursuant to Rule 144.

Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statement which Arbe files or upon satisfaction of the requirements of Rule 144 under the Securities Act, or another applicable exemption from registration, the Sponsor and the present Arbe shareholders may sell large amounts of Arbe Ordinary Shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Arbe’s Ordinary Share price and putting significant downward pressure on the price of Arbe’s Ordinary Shares. See the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements – Lock-up Agreements.”

ITAC has had a limited opportunity to assess the management of Arbe’s business and, as a result, cannot assure you that Arbe’s management has all the skills, qualifications or abilities necessary to manage a public company.

ITAC’s ability to assess Arbe’s management may be limited due to a lack of time, resources or information. ITAC’s assessment of the capabilities of Arbe’s management, therefore, may prove to be incorrect and Arbe management may lack the skills, qualifications or abilities that ITAC believed the Arbe management to have. Should Arbe’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations

and profitability of Arbe or Arbe post-Merger may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders of Arbe following the Merger could suffer a reduction in the value of their shares and/or warrants.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Merger, the ITAC board of directors will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Merger will not be approved.

The ITAC board of directors is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the Merger. If the Adjournment Proposal is not approved, the ITAC board of directors will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Merger. In such event, the Merger may not be completed.

The exercise of ITAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether such changes to the terms of the Merger or waivers of conditions are appropriate and in ITAC’s stockholders’ best interest.

In the period leading up to the closing of the Merger, events may occur that, pursuant to the Business Combination Agreement, would require ITAC to agree to amend the Business Combination Agreement, to consent to certain actions taken by Arbe or to waive rights that ITAC is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Arbe’s business, a request by Arbe to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have an adverse effect on Arbe’s business (some of which may give rise to ITAC’s ability to terminate the Business Combination Agreement). In any of those circumstances, it would be at ITAC’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for ITAC and what they may believe is best for themselves in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, under certain circumstance, ITAC would circulate a new or amended proxy statement/prospectus and resolicit ITAC’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal (although any such recirculation is discretionary and would be made at the discretion of the ITAC officers and directors).

Nasdaq may not list or maintain the listing of Arbe’s Ordinary Shares and Arbe Warrants, which could limit investors’ ability to engage in transactions in Arbe’s securities and subject such Arbe securities to additional trading restrictions.

Arbe intends to apply to have its securities listed on the Nasdaq Capital Market upon consummation of the Merger. Arbe will be required to meet the initial listing requirements of the Nasdaq Capital Market in order to list the Arbe Ordinary Shares and Arbe Warrants. There can be no assurance that Arbe will be able to meet those initial listing requirements. In particular, the Nasdaq Capital Market requires listed companies to have at least 300 round lot holders, at least 50% of which must hold at least $2,500 of securities. Even if Arbe’s securities are so listed, Arbe may be unable to maintain the listing of its securities in the future. Although a Nasdaq listing is a condition to Arbe’s obligation to close, Arbe has the right to waive this closing condition.

If Arbe fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, and Arbe waives the closing condition, Arbe could face significant material adverse consequences, including but not limited to:

•        the need to comply with state blue sky or securities law provisions, which is not required for a Nasdaq-listed security, and which may significantly delay the completion of the Merger;

•        a reluctance on the part of brokers to process transaction for OTC companies;

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for the company;

•        a reduced liquidity for Arbe’s securities; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of ITAC’s securities or, following the Closing, Arbe’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of ITAC’s securities prior to the Closing may decline. The market values of the Arbe Ordinary Shares at the time of the Business Combination may vary significantly from the price of the ITAC Common Stock on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which ITAC shareholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of Arbe’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for the Arbe Ordinary Shares. Accordingly, the valuation ascribed to Arbe may not be indicative of the price that will prevail in the trading market following the Merger. If an active market for Arbe’s securities develops and continues, the trading price of Arbe’s securities following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Arbe’s control. Any of the factors listed below could have a material adverse effect on your investment in Arbe’s securities and the Arbe’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Arbe’s securities may not recover and may experience a further decline.

Factors affecting the trading price of Arbe’s securities may include:

•        actual or anticipated fluctuations in Arbe’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about Arbe’s operating results;

•        success of competitors;

•        Arbe’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning Arbe or the media and broadband industry in general;

•        operating and share price performance of other companies that investors deem comparable to Arbe;

•        Arbe’s ability to develop and market its products;

•        the market’s perception as to Arbe’s ability to develop and maintain any perceived technological advantage it may have;

•        actions by social media users to seek to increase activity in Arbe’s securities;

•        changes in laws and regulations affecting Arbe’s business;

•        Arbe’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving Arbe;

•        changes in Arbe’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of Arbe’s ordinary shares available for public sale;

•        changes in trading patterns resulting from social media action not related to the results of Arbe’s business;

•        any major change in the Post-Merger Board or management;

•        sales of substantial amounts of Arbe’s Ordinary Shares by the Arbe’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of Arbe’s securities irrespective of Arbe’s operating performance. Particularly since the onset of the COVID-19 pandemic, global stock markets in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Arbe’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Arbe could depress Arbe’s share price regardless of Arbe’s business, prospects, financial conditions or results of operations. A decline in the market price of Arbe’s securities also could adversely affect Arbe’s ability to issue additional securities and Arbe’s ability to obtain additional financing in the future.

If ITAC does not complete the Business Combination, its officers and directors may have a conflict of interest in entering into an agreement for another business combination.

ITAC’s two officers, one of whom is also a director, hold the same positions with another SPAC, Industrial Tech Acquisitions II, Inc., which has filed a registration statement with the SEC that has not, as of the date of this proxy statement/prospectus, been declared effective. ITAC’s three other directors are also nominees for directors of the other SPAC. At the time of ITAC’s IPO, ITAC’s officers and directors agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until ITAC has entered into a definitive agreement regarding an initial Business Combination or until ITAC has liquidated the Trust Account. Since ITAC has entered into the Business Combination Agreement, this provision is no longer applicable. In the event that the Merger is not completed for any reason, ITAC’s officers and directors would have a conflict of interest in negotiating for a business combination for ITAC in that they would be in a position where they would be negotiating for business combination s simultaneously and would have to determine to which SPAC a business opportunity would be offered.

The Sponsor has a different economic interest in the completion of the Merger than the Public Stockholders.

ITAC’s chief executive officer and a director is the managing partner of the Sponsor, and the other four directors have an equity interest in the Sponsor. The Sponsor paid a nominal amount for its 19.7% equity interest in ITAC. If ITAC consummates the Merger, the Sponsor may recoup its investment, and even make a profit, even if the Arbe Ordinary Shares trade at a price which is substantially less that the transaction value of the Merger. If ITAC does not complete a business combination, the Sponsor will lose its entire investment. In contrast, the holders of ITAC’s Public Shares will have paid $10 per share in the IPO and may have paid more in the after-market, and if they choose to hold their shares after the Merger, they may not recoup their investment or make a profit, unless the shares trade at a price higher than their purchase price. However, Public Stockholders can instead choose to redeem their shares at the full Redemption Price. As a result of these different economic positions, the founders and the Public Stockholders may have conflicting interests in seeing the Merger completed. The Sponsor may prefer to complete a business combination that would not trade well post-business combination, rather than have no business combination at all. But the Public Stockholders may prefer no business combination at all to a business combination that fails to trade at a premium to their purchase price. In order to protect themselves against any such conflicting interests, Public Stockholders may consider carefully whether they consider the Merger likely to trade at a premium to their purchase price and whether to redeem their Public Shares. Thus, Public Stockholders may choose to redeem their Public Shares whether or not they vote in favor of the Merger.

Risks Related to Redemptions of Public Shares

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) ITAC’s completion of the Merger (or, if the Merger is not completed, an alternative business combination), and then only in connection with those shares of ITAC Common Stock that such stockholder properly elected to redeem,

subject to the limitations described herein and (ii) the redemption of ITAC’s Public Shares if ITAC is unable to complete an initial business combination by December 11, 2021, subject to extension and subject to applicable law and as further described herein. In addition, if ITAC plans to redeem its Public Shares because ITAC is unable for any reason to complete an initial business combination by the Deadline Date of December 11, 2021, as such date may be extended, compliance with Delaware law may require that ITAC submit a plan of dissolution to ITAC’s then-existing stockholders for approval prior to the distribution of the proceeds held in the Trust Account. In that case, public stockholders may be forced to wait beyond the Deadline Date before they receive funds from the Trust Account. In no other circumstances will ITAC’s public stockholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

If an ITAC Public Stockholder fails to properly demand redemption of his or her Public Shares, he or she will not be entitled to redeem his or her Public Shares for a pro rata portion of the Trust Account.

ITAC Public Stockholders may demand that ITAC redeem their Public Shares for a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Merger. ITAC stockholders who may exercise this redemption right regardless of whether they vote for or against the Business Combination or do not vote on the Business Combination Proposal, either in favor or against the Merger, and deliver their Public Shares (either physically or electronically) to ITAC’s transfer agent prior to the vote at the Special Meeting. Any ITAC Public Stockholder who fails to properly demand redemption of such stockholder’s Public Shares will not be entitled to redeem his or her Public Shares for a pro rata portion of the Trust Account. See the section entitled “Special Meeting of ITAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

If ITAC’s Public Stockholders redeem a significant number or Public Shares, it may be more difficult to close the Merger.

Pursuant to the Existing ITAC Articles, ITAC must have net tangible assets of at least $5,000,001 in the Trust Account immediately prior to or upon the consummation of the Business Combination. In no event will ITAC redeem its public shares in an amount that would cause ITAC’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination. As a result of the classification of the ITAC Warrants as a liability and an increase in the Warrant Liability subsequent to December 31, 2020, ITAC’s stockholder’s equity, which was $5,000,004 at December 31, 2020, was reported at a negative of approximately $17 million at March 31, 2021 and all of the Public Shares were classified as common stock subject to redemption. Consequently, if accepting any significant number of properly submitted redemption requests would cause ITAC’s net tangible assets to be less than $5,000,001, ITAC could not proceed with the Merger and may instead search for an alternate business combination. If the Merger is unsuccessful and ITAC is not able to consummate another business combination by the Deadline Date, ITAC’s Public Stockholders will not receive their pro rata portion of the Trust Account until ITAC liquidates the Trust Account. If ITAC’s Public Stockholders are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time ITAC’s shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, ITAC’s Public Stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with redemption until ITAC liquidates or they are able to sell their shares in the open market.

Risks Related to Ownership of the Arbe Ordinary Shares

The Arbe Articles and Israeli law could prevent a takeover that shareholders consider favorable and could also reduce the market price of Arbe ordinary shares.

Certain provisions of Israeli law and the Arbe Articles could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire Arbe or for Arbe’s shareholders to elect different individuals to its board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for the Arbe ordinary shares. For example, Israeli corporate law regulates mergers, requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions) and establishes a high ownership threshold to squeeze out minority shareholders in a full tender offer. Further, Israeli tax considerations may make potential transactions

undesirable to Arbe or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. See the section titled “Material Israeli Tax Considerations — Taxation of our shareholders.”

Arbe does not intend to pay dividends for the foreseeable future. Accordingly, you may not receive any return on investment unless you sell your Arbe Ordinary Shares for a price greater than the price you paid for the ITAC Common Stock.

Arbe currently intends to retain all available funds and any future earnings for use in the operation of its business and does not anticipate paying any dividends on the Arbe ordinary shares in the foreseeable future. Consequently, you may be unable to realize a gain on your investment except by selling sell such shares after price appreciation, which may never occur.

Arbe’s board of directors has sole discretion whether to pay dividends. If Arbe’s board of directors decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Companies Law imposes restrictions on Arbe’s ability to declare and pay dividends.

If, following the Merger, securities or industry analysts do not publish or cease publishing research or reports about Arbe, its business, or its market, or if they change their recommendations regarding the Arbe ordinary shares adversely, then the price and trading volume of the Arbe ordinary shares could decline.

The trading market for the Arbe ordinary shares is influenced by the research and reports that industry or financial analysts publish about us or our business. Arbe does not control these analysts, or the content and opinions included in their reports. As a new public company, Arbe may be slow to attract research coverage and the analysts who publish information about the Arbe ordinary shares will have had relatively little experience with Arbe, which could affect their ability to accurately forecast Arbe’s results and make it more likely that Arbe fails to meet their estimates. In the event Arbe obtains industry or financial analyst coverage, if any of the analysts who cover Arbe issues an inaccurate or unfavorable opinion regarding it, Arbe’s share price would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If Arbe’s financial results fail to meet, or significantly exceed, its announced guidance or the expectations of analysts or public investors, analysts could downgrade the Arbe ordinary shares or publish unfavorable research about it. If one or more of these analysts cease coverage of Arbe or fail to publish reports on it regularly, Arbe’s visibility in the financial markets could decrease, which in turn could cause its share price or trading volume to decline.

Risks Related to United States Tax Consequences

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, is taxable under Section 367(a) of the Code, or is otherwise taxable to U.S. Holders of ITAC Common Stock and/or ITAC Warrants, then the Merger generally would be taxable with respect to such U.S. Holders.

The parties to the Merger have structured it to meet the relevant requirements provided in U.S. tax law to qualify the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code (a “reorganization”) to U.S. Holders (as defined below) of ITAC Common Stock and/or ITAC Warrants. However, since there is currently insufficient authority from the Internal Revenue Service that is factually on point with the Merger regarding satisfaction of all of the requirements under U.S. tax law allowing such tax-free treatment, the parties to the Merger can provide no assurance that treatment as a tax-free reorganization will result for the exchanging stockholders. Accordingly, there are significant factual and legal uncertainties as to whether the Merger will qualify as a reorganization within the meaning of Code Section 368. If the Merger qualifies as a reorganization, it is not expected to result in gain being recognized by U.S. Holders (as defined in “Certain Material U.S. Federal Income Tax Considerations”) of ITAC Common Stock and/or ITAC Warrants immediately prior to the Effective Time (other than possibly with respect to any such holder that would own, actually or constructively, 5% or more (by vote or value) of the outstanding shares of Arbe Ordinary Shares immediately after the Merger) (together, the “Intended Tax Treatment”). The parties intend to report the Merger in a manner consistent with the Intended Tax Treatment. However, there are significant factual and legal uncertainties as to whether the Merger will qualify for the Intended Tax Treatment. For example, under Section 368(a) of the Code and the Treasury regulations promulgated thereunder, the acquiring corporation (or, in the case of certain

U.S. Holders of Arbe Ordinary Shares and/or Arbe Warrants may suffer adverse tax consequences if Arbe is treated as a passive foreign investment company.

A non-U.S. corporation generally will be treated as a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income) or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. Although based on the current and anticipated composition of the income, assets and operations of Arbe and its subsidiaries, Arbe does not believe it will be treated as a PFIC for U.S. federal income tax purposes for its current taxable year, which includes the Merger, and does not expect to become one for U.S. federal income tax purposes in the near future, this is a factual determination that depends on, among other things, the composition of Arbe’s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time. Accordingly, a complete determination can only be made annually after the close of each taxable year. Thus, no assurance can be given as to whether Arbe will be a PFIC in 2021 or for any future taxable year. In addition, neither ITAC’s nor Arbe’s respective U.S. counsel expresses any opinion with respect to Arbe’s PFIC status for 2021 or future taxable years.

If Arbe is a PFIC for any taxable year, a U.S. Holder of Arbe Ordinary Shares and/or Arbe Warrants may be subject to adverse tax consequences and may incur certain information reporting obligations. Under the PFIC rules, unless such U.S. Holder makes an election available under the Code (which election could itself have adverse consequences for such U.S. Holder), such U.S. Holder may be subject to U.S. federal income tax at the then prevailing maximum rates on ordinary income and possibly an “interest” charge, in respect of “excess distributions” and upon any gain from the disposition of Arbe Ordinary Shares and/or Arbe Warrants, as if the excess distribution or gain had been recognized ratably over such U.S. Holder’s holding period of the Arbe Ordinary Shares and/or Arbe Warrants. Certain elections (including a qualified electing fund election (or a QEF election or a mark-to-market election) that may be available to U.S. Holders of Arbe Ordinary Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, however, are not available with respect to the Arbe Warrants. Additionally, there can be no assurance that Arbe will have timely knowledge of its status as a PFIC in the future or that Arbe will timely provide information that would be required in order for a U.S. Holder to make a QEF election. For a further discussion, see “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders — Passive Foreign Investment Company Rules.” U.S. Holders of Arbe Ordinary Shares and/or Arbe Warrants are strongly encouraged to consult their own advisors regarding the potential application of these rules to Arbe and the ownership of Arbe Ordinary Shares and/or Arbe Warrants.

SPECIAL MEETING OF ITAC STOCKHOLDERS

General

ITAC is furnishing this proxy statement/prospectus to ITAC’s stockholders as part of the solicitation of proxies by the ITAC board of directors for use at the Special Meeting of ITAC stockholders to be held virtually on             , 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus provides ITAC’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting of stockholders will be held on           , 2021 at           , Eastern time, virtually accessible at            or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed.

At the Special Meeting, ITAC is asking holders of ITAC Common Stock to:

•        consider and vote upon the Business Combination Proposal;

•        consider and vote upon the ITAC Charter Proposal;

•        consider and vote upon the Adjournment Proposal, if presented.

Recommendation of the ITAC Board of Directors

The ITAC board of directors has unanimously determined that each of the Business Combination Proposal, the ITAC Charter Proposal, and the Adjournment Proposal presented at the Special Meeting is in the best interests of ITAC and its stockholders, and unanimously recommends that ITAC stockholders vote “FOR” each of the proposals.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

ITAC has fixed the close of business on               , 2021, as the “record date” for determining ITAC stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the record date, there were 9,680,736 shares of ITAC Common Stock outstanding and entitled to vote. Each share of ITAC Common Stock is entitled to one vote at the Special Meeting., with the ITAC Class A Common Stock and Class B Common Stock voting as a single class. Holders of ITAC Warrants do not have voting rights.

Quorum

The presence, virtually or by proxy, of 4,840,369 shares, which is a majority of all the outstanding shares of ITAC Common Stock entitled to vote constitutes a quorum at the Special Meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain,” shares represented at the Special Meeting by virtual attendance or by proxy but not voted on one or more proposals or a broker non-vote so long as the stockholder has given the bank, broker or other nominee voting instructions on at least one proposal in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting.

Vote Required

The approval of the Business Combination Proposal and the ITAC Charter Proposal requires the affirmative vote by the holders of a majority of the outstanding shares of ITAC Common Stock. The approval of the Adjournment Proposal, if presented, will require the affirmative vote of a majority of the votes cast by holders of ITAC Common Stock present and entitled to vote at the meeting. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the ITAC Charter Proposal and the Adjournment Proposal. Broker Non-Votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the ITAC Charter Proposal, but will not have an effect on the Adjournment Proposal.

The Merger is conditioned on the approval of each of the Condition Precedent Proposals. The Condition Precedent Proposals are cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

Voting Your Shares

Each share of ITAC Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of ITAC Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of ITAC Common Stock at the Special Meeting:

You Can Vote by Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the ITAC board of directors “FOR” the Business Combination Proposal, the ITAC Charter Proposal and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Virtually Attend the Special Meeting and Vote Online.    You will be able to vote virtually at [•url]. However, if your shares are held in the name of your broker, bank or another nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way ITAC can be sure that the broker, bank or nominee has not already voted your shares.

Certain Voting Arrangements

As of             , 2021, the record date for the Special Meeting, the Sponsor beneficially owned and was entitled to vote 1,905,900 shares of ITAC Common Stock, representing approximately 19.7% of the issued and outstanding shares of ITAC Common Stock. The Sponsor and the Insiders are parties to the Letter Agreement pursuant to which they committed to ITAC to vote any shares they own in favor of the Business Combination Proposal.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify ITAC’s secretary, in writing, before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote virtually, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of ITAC Common Stock, you may call [•], ITAC’s proxy solicitor, at (800) [•] or banks and brokers can call collect at [•].

Redemption Rights

Holders of Public Shares may seek to have their shares redeemed for cash, provided that they vote their Public Shares either for or against the Business Combination Proposal. Any stockholder holding Public Shares as of the record date may demand that ITAC redeem such shares into a full pro rata portion of the Trust Account (which was $                per share as of           , 2021, the record date), calculated as of two business days prior to the anticipated consummation of the Merger. If a holder properly seeks redemption as described in this section and the Merger is consummated, ITAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares. A holder of Public Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have more than 15% of the aggregate Public Shares redeemed without the consent of ITAC.

The Sponsor and ITAC’s officers and directors will not have redemption rights with respect to any shares of ITAC Common Stock owned by them, directly or indirectly.

Holders demanding redemption are also required to (A) submit their redemption request, which includes the name of the beneficial owner of the Public Shares to be redeemed, in writing to Continental Stock Transfer & Trust Company, ITAC’s transfer agent and (B) deliver their stock, either physically or electronically using DTC’s DWAC System, to ITAC’s transfer agent no later than 5:00 pm Eastern time on             , 2021 (two (2) business days prior to the Special Meeting). If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares represented by certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed Merger is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to have Public Shares redeemed, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal, but only with the consent of ITAC. If a Public Stockholder delivers Public Shares for redemption and later decides prior to the Special Meeting not to elect redemption, such holder may request that ITAC consent to the return of such shares to such holder. Such a request must be made by contacting Continental Stock Transfer & Trust Company, ITAC’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.

If the Merger is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed. ITAC will thereafter promptly return any shares delivered by Public Stockholders. In such case, Public Stockholders may only share in the assets of the Trust Account upon the liquidation of ITAC. This may result in Public Stockholders receiving less than they would have received if the Merger was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

The closing price of ITAC Class A Common Stock on the record date was $           . The cash held in the Trust Account on such date was approximately $77.0 million (approximately $              per Public Share). Prior to exercising redemption rights, holders of Public Shares should verify the market price of ITAC Class A Common Stock as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. ITAC cannot assure its stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

Appraisal Rights

None of the stockholders, Unit holders or warrant holders of ITAC have appraisal rights in connection the Merger under the DGCL.

Proxy Solicitation Costs

ITAC is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. ITAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. ITAC will bear the cost of the solicitation.

ITAC has hired [•] to assist in the proxy solicitation process, ITAC will pay such firm a fee of $[•], plus disbursements.

ITAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. ITAC will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Holders of ITAC Common Stock are being asked to adopt the Business Combination Agreement and approve the Transactions contemplated thereby, including the Merger. ITAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “— The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

ITAC may consummate the Merger only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of ITAC Common Stock as of the record date for the Special Meeting.

General

Transaction Structure and Merger Consideration

The Business Combination Agreement provides for the merger of Merger Sub with and into ITAC, with ITAC surviving the Merger as a wholly-owned subsidiary of Arbe. The Business Combination Agreement is described under the heading “The Business Combination Agreement on Page 115.

Pursuant to the Business Combination Agreement, at the Closing, and following the Recapitalization and the PIPE Investment, (i) Merger Sub will merge with and into ITAC, with ITAC continuing as the surviving entity and a wholly-owned subsidiary of Arbe (which we refer to as the Merger); (ii) the ITAC Common Stock (including ITAC Class A Common Stock and ITAC Class B Common Stock) will be converted into Arbe Ordinary Shares on a one-for-one basis; (iii) warrants to purchase ITAC Common Stock will be converted into warrants to purchase the same number of Arbe Ordinary Shares at the same exercise price and for the same exercise period; (iv) ITAC will become a wholly owned subsidiary of Arbe; and (v) ITAC will change its corporate name to Autobot HoldCo, Inc. and will have a restated certificate of incorporation appropriate for a private corporation (as described under “Proposal No. 2. — The ITAC Charter Proposal”).

Prior to the Closing, but subject to the completion of the Merger, Arbe will effect a recapitalization of its outstanding equity securities (which we refer to as the Recapitalization) so that the only class of outstanding equity of Arbe will be the Arbe Ordinary Shares (and certain options and warrants to be rolled over in connection with the Merger). To effect the Recapitalization, (i) each Exercising Arbe Warrant will be exercised to purchase Arbe Ordinary Shares or Arbe Preferred Shares in accordance with the terms of the Exercising Arbe Warrants; (ii) the Arbe Preferred Shares (including Arbe Preferred Shares issuable upon exercise of Exercising Warrants) will be converted into Arbe Ordinary Shares in accordance with their terms; (iii) Arbe will effect a recapitalization of the Arbe Ordinary Shares so that the holders of the Arbe Ordinary Shares (and options and warrants to acquire Arbe Ordinary Shares that are not converted to Arbe Ordinary Shares in the Recapitalization) will have shares (or the right to acquire shares, as applicable) valued at $10.00 per share having a total value of $525,000,000, plus the amount of any ITAC transaction expenses (other than expenses related to the PIPE Investment) in excess of $7,000,000, on a fully diluted basis (the ratio at which Company Ordinary Shares are recapitalized being referred to as the Conversion Ratio); and (iv) with respect to outstanding options and warrants to purchase Arbe Ordinary Shares, the number of Arbe Ordinary Shares issuable upon exercise of such security will be multiplied by the Conversion Ratio and the exercise price of such security will be multiplied by the Conversion Ratio. The Business Combination Agreement does not provide for any purchase price adjustments (other with respect to ITAC transaction expenses above $7,000,000, as described above, for which there is no post-closing adjustment). No fractional Arbe Ordinary Shares will be issued to holders of Arbe Ordinary Shares, fractional shares will be rounded to the next higher integral number of Arbe Ordinary Shares.

In addition, following the Recapitalization and immediately prior to the Effective Time of the Merger, subject to the next sentence, ITAC agreed to sell 10,000,000 shares of ITAC common stock at a price of $10.00 per share in pursuant to the PIPE Subscription Agreements. Notwithstanding the foregoing, pursuant to the PIPE Subscription Agreements, Arbe has the right to issue to the PIPE Investors a total of 10,000,000 Arbe Ordinary Shares after the completion of the Recapitalization, in which event ITAC will no longer have an obligation to sell ITAC Class A Common Stock to the PIPE Investors and the PIPE Investors will have no right to purchase ITAC Class A Common Stock from ITAC. For the absence avoidance of doubt, the PIPE Investors will not participate in the Recapitalization

Pro Forma Capitalization

The pro forma equity valuation of Arbe upon consummation of the Merger, assuming a No Redemption Scenario, is estimated to be approximately $722 million. We estimate that at the Effective Time, in the No Redemption Scenario, the securityholders of Arbe will own approximately 71.04% of the outstanding Arbe Ordinary Shares and the securityholders of ITAC, namely the Public Stockholders, the Sponsor and the PIPE Investors, will own the remaining Arbe Ordinary Shares.

Background of the Merger

The following is a discussion of the formation of ITAC, the background of ITAC’s efforts to effect an initial business combination, and its negotiations with and evaluation of Arbe, the Business Combination Agreement and related matters.

ITAC is a blank check company formed on June 2, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. ITAC’s efforts to identify a prospective target business were not limited to any particular industry or geographic region, although it focused its search on targets operating in the industrial and energy focused technology areas, including software, mobile and Internet of Things (“IoT”) applications, cloud communications and ultra-high bandwidth services, including LTE and 5G communications. The Transaction with Arbe is a result of a thorough search for a potential transaction using the extensive network and investing and operating experience of ITAC’s management team and board of directors. The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of ITAC and Arbe.

On September 11, 2020, ITAC completed its IPO of 7,500,000 Units, each Unit consisting of one ITAC Public Share and one ITAC Public Warrant, at a price of $10.00 per Unit, generating total gross proceeds to ITAC of $75,000,000. Simultaneously with the closing of ITAC’s IPO, ITAC completed the private sale of an aggregate of 3,075,000 ITAC Private Warrants to its Sponsor at a price of $1.00 per ITAC Private Warrant, generating gross proceeds to ITAC of $3,075,000. On October 13, 2020, the underwriter partially exercised its over-allotment option, resulting in the purchase and sale of an additional 123,600 Units, generating total gross proceeds to ITAC of $1,236,000. In connection with the underwriter’s partial exercise of its over-allotment option, ITAC also consummated the sale of an additional 37,080 ITAC Private Warrants, generating total proceeds of $37,080. A total of $76,998,360, comprised of $73,886,280 of the proceeds from ITAC’s IPO (which amount includes $2,668,260 of the underwriters’ deferred discount) and $3,112,080 of the proceeds of the sale of the ITAC Private Warrants, was placed in the Trust Account. Maxim was the IPO underwriter.

Except for a portion of the interest earned on the funds held in the Trust Account that may be released to ITAC to pay taxes, none of the funds held in the Trust Account will be released until the earliest to occur of (a) the completion of an initial business combination by ITAC, (b) the redemption of any ITAC Public Shares properly submitted in connection with a stockholder vote to amend ITAC’s amended and restated certificate of incorporation (i) to modify the substance or timing of ITAC’s obligation to redeem 100% of the Public Shares if ITAC does not complete an initial business combination by December 11, 2021 (or by June 11, 2022, if ITAC extends the period of time to consummate a business combination in full), or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (c) the redemption of the Public Shares if ITAC is unable to complete an initial business combination by December 11, 2021 (or by June 11, 2022, if ITAC extends the period of time to consummate a business combination in full), subject to applicable law. ITAC is required to complete its initial business combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if it extends the period of time to consummate a business combination, as described in more detail in the Prospectus.

Prior to the consummation of its IPO, neither ITAC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with ITAC.

From the date of the IPO through execution of the Business Combination Agreement on March 18, 2021, ITAC’s management team considered a number of potential target companies with the objective of consummating an acquisition. Representatives of ITAC contacted and were contacted by a number of individuals and entities who offered to present ideas for acquisition opportunities, including financial advisors and companies within the industrial and energy focused technology sectors. ITAC’s management team compiled a list of high priority potential targets and updated and supplemented such list from time to time.

During that period and subject to the exclusivity described below, ITAC’s management team and representatives of ITAC:

•        identified and evaluated approximately 50 potential acquisition target companies;

•        completed meaningful reviews and had substantive discussions with 11 companies that were considered by ITAC’s management team to be appropriate targets (including Arbe);

•        entered into non-disclosure agreements (“NDAs”), containing customary terms regarding confidentiality, without imposing exclusivity or other similar restrictions, with eight companies that ITAC’s management team considered to be appropriate targets (including Arbe), to facilitate due diligence review of confidential materials from these companies; and

•        negotiated and executed a non-binding letter of intent with Arbe in December 2020.

Representatives of ITAC also engaged in significant due diligence and detailed discussions directly with the founders and senior executives of Arbe prior to executing the non-binding letter of intent.

•        ITAC’s management team reviewed and evaluated potential acquisitions based on the factors discussed below, as well as the following criteria: Large and compelling growth market.    ITAC focused on investments in industry segments that it believed demonstrated attractive, long-term growth prospects and reasonable overall size or potential. ITAC viewed growth as an important driver of value and sought companies whose growth potential could generate meaningful upside.

•        Attractive, inherently profitable business with high operating leverage.    ITAC sought to invest in companies that it believed possessed sustainable competitive advantages, and the ability to operate profitably.

•        Strong management team.    ITAC sought to acquire a business that had an experienced management team with a proven track record for producing rapid growth and with an ability to clearly and confidently articulate the business and market opportunities to public market investors. As such, ITAC spent significant time assessing a target company’s leadership and personnel and evaluating what ITAC could do to augment and/or upgrade the team over time, as needed.

•        Opportunity for operational improvements.    ITAC sought to identify businesses that it believed were stable, but at an inflection point, and that would benefit from ITAC’s ability to drive improvements in the target company’s processes, go-to-market strategies, product or service offerings, sales and marketing efforts, geographical presence and/or leadership team.

•        Differentiated products or services.    ITAC evaluated metrics such as recurring revenues or potential revenue stream, product life cycle, cohort consistency, pricing per product or customer, cross-selling success and churn rates to focus on businesses whose products or services were differentiated or where ITAC identified an opportunity to create value by implementing best practices.

•        Appropriate valuations.    ITAC sought target companies for its initial business combination based on disciplined valuation-centric metrics. ITAC’s management has significant negotiating and operating experience and recognized that the initial valuation is an important component of the ultimate rate of return.

•        Benefit from being a public company.    ITAC pursued a business combination with a company that it believed would benefit from being publicly traded and could effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company.

•        Leading industry position and competitive market advantage.    ITAC focused its search on one or more businesses within industries that it believed had strong fundamentals, favorable prospects and a high likelihood of generating strong, risk-adjusted returns for ITAC’s stockholders. ITAC sought to acquire a business whose products utilize a proprietary or patented technology, have dominate market position in a specific geographic or technological niche, or have some other form of distinct competitive advantage. The factors ITAC considered included management’s credentials, the target’s growth prospects, competitive dynamics, level of industry consolidation, need for capital investment, intellectual property, barriers to entry, and business combination terms.

•        Potential to grow, including through additional acquisition opportunities.    ITAC sought to acquire a business which has the potential to supplement its organic growth with acquisitions related to its core business. ITAC expects to work with the ongoing management team of the combined company to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth.

•        High organic revenue growth, attractive gross margins, prudent debt.    ITAC sought to acquire a business that would have the ability to grow rapidly across various market conditions and in varying economic cycles and the near-term potential to generate significant increases in revenue, as well as strong and sustainable operating margins. To provide reliable guidance, ITAC also sought to acquire a business that has strong visibility on forward financial performance and straightforward operating metrics.

•        Sourced on a proprietary basis.    ITAC did not participate in broadly marketed processes, but rather leveraged its extensive network to source a proprietary initial business combination. Notwithstanding the foregoing, ITAC considered participating in a process that is focused primarily on special purpose acquisition companies, where ITAC would not compete with a conventional initial public offering or private equity acquisition, or at the tail end of a process when other alternatives have been eliminated, on the strength of ITAC’s prior experience in closing business combinations or because ITAC is most appropriately sized to the target.

•        Preparedness for the process and public markets.    ITAC sought to acquire a business that has or can put in place prior to the closing of a business combination the governance, financial systems and controls required in the public markets.

ITAC and its advisors determined that the other alternative business combination targets were less suitable than Arbe when taking into account the factors described above and the various targets’ respective management teams, strategies, business prospects, valuations and likelihood of execution. For additional details regarding the reasons of the ITAC board of directors for approving the Merger, see the section of this proxy statement/prospectus entitled “— The ITAC Board of Directors’ Reasons for the Approval of the Merger.”

Timeline of the Merger

Immediately after the completion of ITAC’s IPO on September 11, 2020, the officers and directors of ITAC began to contact potential candidates for a business combination. In addition, ITAC was contacted by a number of individuals and entities with respect to potential business combination opportunities.

ITAC viewed the potential acquisition targets based on the criteria discussed below and used these criteria in evaluating the potential business combination. These criteria included an established middle-market business with proven track records, experienced management teams and strong competitive positions with, or with the potential for, revenue and earnings growth, and attractive free cash flow generation or potential. ITAC focused on sectors exhibiting secular growth or the potential for a near-term cyclical uptick, and within those sectors, focused only on companies that ITAC’s management believed would benefit from being a publicly traded company.

Between September 11, 2020 and February 5, 2021, the date on which ITAC entered into a letter of intent with Arbe, ITAC reviewed in varying degrees approximately 50 potential business combination candidates, took initial steps to evaluate the possibility of a business combination with eleven, including Arbe, and prepared and presented preliminary proposals to three, including Arbe. ITAC’s management team had frequent discussions regarding the various targets, both internally and with a wide range of management teams of the potential targets.

The ten potential targets with which ITAC did not pursue a business combination are:

•        Candidate One:    ITAC was already familiar with a company that it initially thought could be a good acquisition target (which we refer to as Candidate One). Candidate One is an oil and gas pipeline infrastructure company with substantial fiber assets and technology, based in the United States. Upon the closing of the IPO, ITAC commenced conversations with this candidate. The candidate is a division of a larger company and the discussions were based around carving-out the candidate to be a stand-alone company. After extensive discussions and meetings related to the prospective carve-out, it became apparent that the candidate was not able to pursue this option in a timely fashion, and so negotiations ceased.

•        Candidate Two:    The second candidate (which we refer to as Candidate Two) is a company with which the ITAC management team already was familiar. It is a private licensed 4G/5G LTE provider serving critical infrastructure industries with remote communications in the United States. A non-disclosure agreement was executed by ITAC on November 26, 2020. ITAC believed that there could be significant synergy between Candidate One and Candidate Two, so initially ITAC thought that there may be a merger opportunity between the two entities, either before or after a business combination with Candidate One. Since the discussions relating to the acquisition of Candidate One had terminated, ITAC terminated the discussions with Candidate Two, since Candidate Two did not fit ITAC’s criteria in terms of deal size on a stand-alone basis.

•        Candidate Three:    On September 18, 2020, ITAC was introduced to a candidate (which we refer to as Candidate Three) by a third party based in California. Candidate Three is a provider of transportation and logistics services in North America. Initial discussions commenced on October 16, 2020, when ITAC executed a non-disclosure agreement. On November 13, 2020, the candidate presented its SPAC presentation to ITAC’s management team. The two companies had a series of Zoom calls and ITAC performed extensive due diligence on the candidate. On December 10, 2020, ITAC sent a draft letter of intent to Candidate Three. Continued discussions among the parties were held and due diligence was conducted in December 2020 and January 2021. ITAC elected not to pursue a transaction with this candidate due to concerns about the target’s readiness and timing.

•        Candidate Four:    On November 16, 2020, ITAC had an initial Zoom call arranged by a third party, based in New York, to discuss a potential candidate (which we refer to as Candidate Four). Candidate Four is a 3D LiDAR company based in the United States. A non-disclosure agreement was executed by ITAC on November 17, 2020 and subsequent extensive due diligence followed, with multiple Zoom meetings between the two companies. The candidate conducted a Zoom presentation to the ITAC board of directors on January 25, 2021. A non-binding draft letter of intent was sent to the candidate for review on January 26, 2021, but it was not executed. Communications continued with the candidate until the end of January 2021, including follow-on due diligence. The candidate had multiple SPAC offers and the parties decided not to proceed.

•        Candidate Five:    On November 17, 2020, ITAC considered a candidate that was already known to ITAC (which we refer to as Candidate Five). Candidate Five is a U.S. company that creates virus-driven immunotherapies. An initial call was undertaken on November 17, 2020 and a presentation deck was received on the following day. The non-disclosure agreement was executed by ITAC on November 25, 2020 and due diligence was undertaken in December 2020, including reviews and feedback from investment banking research analysts. ITAC continued to receive periodic updates on Candidate Five as it pursued other targets, but did not proceed to a letter of intent with this candidate.

•        Candidate Six:    On December 4, 2020, ITAC was introduced to a candidate (which we refer to as Candidate Six) by a third party, with an initial teaser. Candidate Six is in the LiDAR space and is based in Canada. On January 15, 2021, ITAC’s management and certain members of its board of directors listened to a presentation by the third party. ITAC elected to not pursue any further discussions following this presentation.

•        Candidate Seven:    On January 4, 2021, ITAC was introduced to the seventh candidate (which we refer to as Candidate Seven) by a third party based in Houston. Candidate Seven is a U.S.-based regenerative medicine company developing an innovative cure for chronic diseases. ITAC had an initial call with the candidate’s chief executive officer on February 4, 2021, which included reviewing the candidate’s management presentation dated January 25, 2021. Discussions between the parties were subsequently terminated.

•        Candidate Eight:    On January 21, 2021, ITAC was contacted by the chief financial officer of the eighth candidate (which we refer to as Candidate Eight). Candidate Eight appreciated the fact that ITAC is a Texas-based SPAC and felt that it would tie in well with the candidate’s goals. The candidate is an aerospace company based in the United States. Given its interest in this sector, ITAC was intrigued to learn more about this candidate. A presentation by the candidate’s management and operations team took place via Zoom on January 28, 2021. ITAC’s chief executive officer and, subsequently, one of its directors, visited the candidate’s facility on January 30, 2021. They were impressed with the candidate’s

facilities and decided to continue with due diligence. Further discussions and Zoom calls took place. After further discussions, however, ITAC determined that it did not feel that candidate was ready to be a public company.

•        Candidate Nine:    On January 26, 2021, ITAC was contacted directly by the ninth candidate (which we refer to as Candidate Nine), a media company based in the United States. ITAC executed a non-disclosure agreement on January 26, 2021. ITAC had preliminary discussions with Candidate Nine, which were subsequently terminated.

•        Candidate Ten:    On February 2, 2021, a third party (which we refer to as Candidate Ten) reached out to ITAC with a teaser for a luxury all-terrain vehicle company based in the United States. There was an introductory call with Candidate Ten on February 3, 2021. Discussions with Candidate Ten were discontinued following execution of the letter of intent with Arbe on February 5, 2021.

Timeline of the Business Combination Agreement with Arbe

On December 17, 2020, ITAC was introduced to Arbe by Wells Fargo Securities (“Wells Fargo”). After determining interest, ITAC and Arbe were put into contact with each other.

On December 21, 2020, a confidentiality agreement was executed by both parties, providing an opportunity for ITAC to evaluate Arbe’s detailed business and financial information.

On January 18, 2021, the management team of ITAC had a ZOOM call with Arbe’s management team at which Arbe’s management made an investor presentation and ITAC was given access to Arbe’s online data room to facilitate further due diligence. ITAC has been doing significant research and due diligence on the auto-tech sector.

On January 21, 2021, Kobi Marenko, chief executive officer of Arbe, introduced E. Scott Crist, chief executive officer of ITAC, to Ram Machness, Arbe’s chief business officer, who is located in Plano, Texas, close to ITAC’s offices in Houston. Mr. Crist undertook further due diligence on the industry for the next several days.

On January 25, 2021, ITAC’s management had a call with Mr. Machness to discuss research and continue due diligence on Arbe. Mr. Crist had continued discussions with Mr. Machness over the course of the transaction evaluation by ITAC, typically several times per week.

On January 29, 2021, ITAC sent a draft of letter of intent to Arbe for review.

Between February 1, 2021 and March 18, 2021, the date on which the Business Combination Agreement was executed by the parties, extensive due diligence was undertaken by Wells Fargo, Ellenoff Grossman & Schole, LLP (“EGS”), counsel for ITAC, and ITAC.

On February 2 and 3, 2021, revisions were made to the LOI and reviewed by EGS and DLA Piper.

On February 3, 2021, the ITAC board of directors executed a resolution adopted by unanimous written consent to approve ITAC’s entering into the letter of intent for a business combination with Arbe.

On February 5, 2021, ITAC’s management had a conference call with EGS to discuss the letter of intent, including the 30-day exclusivity provision and the proposed business combination. On that date, the ITAC board of directors discussed the letter of intent, the exclusivity provision and the proposed business combination and approved the final version of the letter of intent, which was executed by ITAC, having been executed by Arbe.

On February 8, 2021, Wells Fargo introduced a PIPE offering overview to ITAC, with the goal of raising $100 million in the PIPE pursuant to subscription agreements being signed at the time of the execution of the Business Combination Agreement, and the PIPE to close simultaneously with the Merger.

On February 9, 2021, a discussion regarding the PIPE was held with Wells Fargo, Arbe and ITAC.

Also on February 9, 2021, EGS provided ITAC with its initial retainer agreement to perform necessary and appropriate legal services in connection with the business combination.

During the period between the execution of the letter of intent on February 5, 2021 and March 18, 2021:

•        numerous drafts of the business combination agreement were circulated among EGS, DLA Piper, LLC (“DLA”), counsel for Arbe, Erdinast, Ben Nathan, Toledano & Co. (“EBN”), Israeli counsel for Arbe, Arbe, ITAC, Wells Fargo and Proskauer Rose LLP, (“Proskauer”), counsel to Wells Fargo, and all the parties engaged in discussions relating to the terms and status of the Business Combination Agreement;

•        several drafts of the Voting Agreements were circulated, primarily among EGS, DLA, EBN, Arbe and ITAC, and telephone discussions were conducted primarily among EGS, EBN and Israeli counsel to certain of the Arbe shareholders who would be parties to the Voting Agreements;

•        drafts of the lock-up agreement, Founder’s Lock-Up Agreement and the amendment to the Founder Registration Rights Agreement were circulated and discussions were conducted primarily among EGS, DLA, EBN, Arbe and ITAC; and

•        numerous drafts of the form of subscription agreement in connection with the PIPE financing were circulated among the parties, along with comments from counsel for a number of the potential investors in the PIPE offering. These documents were circulated among EGS, DLA, Arbe, ITAC, Wells Fargo and Proskauer, and revisions were circulated.

On February 12, 2021, ITAC executed an advisory services agreement with Wells Fargo.

Commencing February 12, 2021, ITAC, EGS, DLA, Arbe, Wells Fargo and Proskauer participated in daily all-hands calls to discuss the status of the various agreements and due diligence questions. ITAC’s independent auditors, Marcum LLP, and Arbe’s independent auditors, KPMG Somekh Chaikin, were invited to participate in these calls beginning in April 2021. These calls continued after the execution of the Business Combination Agreement to discuss the status of the registration statement on Form F-4, and, commencing April 6, 2021, were on a semi-weekly or more frequent basis until June 17, 2021.

On February 14, 2021, an over the wall procedure was put in place, requiring any potential PIPE Investor to agree to non-disclosure prior to the roadshow presentation.

On February 17, 2021, ITAC engaged Wells Fargo as the placement agent for the PIPE Investment.

On February 19, 2021, the initial draft of the Business Combination Agreement was provided by EGS to all parties and their respective legal counsels.

On February 20, 2021, an initial draft of the form of subscription agreement to be used in the PIPE Investment was circulated by EGS for comments.

From February 22, 2021 through March 1, 2021, Messrs. Marenko and Crist presented a roadshow to potential PIPE Investors, coordinated by Wells Fargo through ZOOM and similar media.

On March 2, 2021, there were multiple calls prior to an “all hands” call on March 3, 2021. These calls were among Wells Fargo, EGS, DLA, EBN, KPMG Somekh Chaikin and Proskauer, and were related to the Business Combination Agreement and the schedules thereto, the PIPE subscription agreement, the proposed Recapitalization of Arbe and the method of rationalizing the Arbe capitalization, the one-for-one exchange ratio of ITAC Common Stock for Arbe Ordinary Shares, the analysis as to whether there would be a requirement for a filing under the Hart-Scott-Rodino Act and the conclusion that none was required, and the need to get all documentation that had to be signed by Arbe shareholders finalized as soon as possible.

On March 11, 2021, a meeting of the ITAC board of directors was held, with EGS and ITAC’s management in attendance to provide the board of directors with an update regarding the transaction and the Business Combination Agreement.

On March 12, 2021, the form of PIPE Subscription Agreement was approved by EGS, DLA and Proskauer and disseminated to all involved parties. It was subsequently placed in Arbe’s data room as the final form of PIPE Subscription Agreement.

On March 15, 2021, a meeting of the ITAC board of directors was held, with EGS and ITAC’s management in attendance, to inform the board of directors of the desire to execute a definitive Business Combination Agreement with Arbe. The board of directors was provided with copies of the form of PIPE subscription agreement, the most recent

investor presentation on Arbe and draft board minutes from the previous board meeting for review and approval. The board of directors voted in favor of the Business Combination Agreement and authorized Mr. Crist to proceed with finalizing the Business Combination Agreement and all ancillary agreements. On the same day, Arbe circulated a form of Voting Agreement to its shareholders.

On March 17, 2021, individual subscription agreements with the PIPE Investors were countersigned by ITAC and Arbe.

On March 17, 2021, EGS provided, for review by ITAC, the final Business Combination Agreement, First Amendment to Registration Rights Agreement, Sponsor Lock-Up Agreement, Arbe Shareholder Lock-Up Agreement and Voting Agreement, written consent of the ITAC board of directors approving the Transaction and the PIPE investment, and a summary of the Transaction for the board of directors. These documents were provided to the ITAC board of directors for their review and approval. The ITAC board of directors unanimously approved the Business Combination Agreement and related agreements and determined that it was advisable and in the best interests of ITAC to consummate the Business Combination and other transactions contemplated by the Business Combination Agreement and related agreements, and thus executed the action by unanimous written consent.

On March 18, 2021, the Business Combination Agreement, the ancillary agreements and the PIPE Subscription Agreements were executed, and ITAC issued a press release announcing the execution of the Business Combination Agreement and the PIPE Subscription Agreements and filed a related investor presentation.

On March 19, 2021, ITAC filed a Current Report on Form 8-K with the SEC, furnishing as exhibits the press release dated March 18, 2021, an investor presentation and the script that was used by ITAC in a conference call on March 18, 2021 to discuss the transactions contemplated by the Business Combination Agreement.

On March 22, 2021 EGS’ revised retainer agreement was executed by ITAC, pursuant to which EGS would act as ongoing corporate and securities counsel to ITAC. On the same day, there was an investor relations strategy meeting with ITAC, Arbe and Lincoln Churchill LLC (“Churchill”), as the investor relations firm.

On March 24, 2021, ITAC filed a Current Report on Form 8-K with the SEC, which described the material provisions of the Business Combination Agreement, the PIPE Subscription Agreements and the ancillary agreements, copies of which were filed as exhibits to the Form 8-K.

On March 25, 2021, there was a meeting among ITAC, Arbe and Churchill.

On March 29 and 30, 2021, Messrs. Marenko and Crist undertook a virtual roadshow, organized by Wells Fargo, to present the anticipated Transaction.

On March 31, 2021, ITAC filed with the SEC its Annual Report on Form 10-K for the year ended December 31, 2020.

From March 19, 2021 until June 21, 2021, EGS, ITAC, DLA, EBN and Arbe worked on the preparation of a Registration Statement on Form F-4.

On April 12, 2021, the staff of the SEC released a statement (the “SEC Staff Statement”) addressing a number of accounting and reporting considerations relating to warrants issued by SPACs, and expressed the view that SPAC warrants with certain features (which are contained in the ITAC Warrants (and, following the completion of the Merger, the Arbe Warrants)) should be accounted for as liabilities. Between April 12, 2021 and the filing of the amendment to ITAC’s Form 10-K on May 24, 2021, ITAC, Arbe, EGS, DLA, Marcum, KMPG and Wells Fargo engaged in discussions relating to the accounting treatment of the ITAC Warrants (and, following the Merger, the Arbe Warrants).

On May 11, 2021, ITAC filed an 8-K to state that, as a result of the need to restate the financial statements to reflect the accounting treatment of the ITAC Warrants as a liability rather than as equity, the previously filed financial statements cannot be relied upon.

On May 24, 2021, ITAC filed an amendment to its Form 10-K for the year ended December 31, 2020 to reflect the accounting treatment of the ITAC Warrants as liabilities rather than as equity.

On May 28, 2021, ITAC received a notice from the Listing Qualifications Department of Nasdaq stating that ITAC was not in compliance with Nasdaq Listing Rule 5250(c)(1) because it had not timely filed its Form 10-Q for the quarter ended March 31, 2021 with the SEC.

On June 3, 2021, ITAC issued a convertible promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan to ITAC up to an aggregate principal amount of $250,000 to be used for ITAC’s operating costs.  The promissory note is non-interest bearing, unsecured and payable on the date on which ITAC consummates a Business Combination. The unpaid principal amount of the Promissory Note (up to $250,000) may be converted by the Sponsor into warrants exercisable for one share of ITAC Class A Common Stock upon the consummation of a Business Combination at a price of $1.00 per warrant.  The terms of the warrants will be identical to the ITAC Private Warrants. As of the date of this proxy statement/prospectus, the outstanding balance under the promissory note was $[•]. The Sponsor has advised ITAC that it does not intend to convert the promissory note.

On June 4, 2021, ITAC filed its Form 10-Q for the quarter ended March 31, 2021.

On June 4, 2021, ITAC issued a press release announcing that it received the notice from Nasdaq relating to its failure to timely file its Form 10-Q for the quarter ended March 31, 2021 and announcing that it has filed such report.

On June 4, 2021, ITAC filed a Form 8-K announcing (i) that it received the notice from Nasdaq relating to its failure to timely file its Form 10-Q, (ii) that it has filed the Form 10-Q, and (iii) that it believes that it is now in compliance with the Nasdaq rule relating to the filing of its Form 10-Q.

The ITAC Board of Directors’ Reasons for the Merger

In evaluating the Merger, the ITAC board of directors consulted with ITAC’s management and legal and financial advisors. The ITAC board of directors reviewed various industry and financial data to determine that the consideration to be paid was reasonable and that the Merger was in the best interests of ITAC’s stockholders. The financial data reviewed included the historical and projected financial information of Arbe, comparable publicly traded company analyses and an analysis of pro forma capital structure and trading multiples prepared by management and ITAC’s advisor, Wells Fargo.

ITAC’s management conducted a due diligence review of Arbe that included an industry analysis, an analysis of the existing business model of Arbe and historical and projected financial results. ITAC’s management, including its directors and advisors, have many years of experience in both operational management and investment and financial management and analysis and, in the opinion of the ITAC board of directors, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a merger partner. A detailed description of the experience of ITAC’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “ITAC Business — Directors and Executive Officers.”

In reaching its unanimous resolution (i) that the terms and conditions of the Business Combination Agreement, including the proposed Merger, are advisable, fair to and in the best interests of ITAC and its stockholders, and (ii) to recommend that its stockholders adopt and approve the Business Combination Agreement and approve the Merger contemplated therein, the ITAC board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors, the ITAC board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The ITAC board of directors viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of ITAC’s reasons for the Merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Forward-Looking Statements.”

In considering the Merger, the ITAC board of directors gave considerable weight to the factors described under “— Background of the Merger.”

The ITAC board of directors determined that Arbe satisfied the above criteria. The ITAC board further considered the following positive factors, among others, although not weighted or presented in any order of significance:

•        Public company-readiness.    ITAC believed Arbe was well-prepared for an initial public offering of its equity or acquisition by a special purpose acquisition company, with well-developed corporate governance, financial controls and reporting policies already in place in view of its existing independent investor base. The leadership team of Arbe including the CEO and CFO, had previous experience at a public company

listed on the London Stock Exchange (the CEO) and Nasdaq (the CFO). Further, Arbe had already engaged accounting advisors to prepare PCAOB-standard audited financials, which were anticipated to be ready for the purposes of filing a Registration Statement on Form F-4.

•        Strong value proposition for public investors.    Arbe is in discussions, either directly or indirectly, with the majority of automakers globally.  ITAC believes that Arbe has the ability to become the leading 4D ultra-high resolution radar technology for the auto industry and will build the scale to offer a universally significant value proposition for public investors. Given multiple well-received special purpose acquisition company deals in the automotive, robotics and sensing fields that have been announced during 2020 and 2021, the ITAC board of directors believed that a business combination with Arbe would resonate thematically with public market investors. The ITAC board of directors determined that Arbe’s attractive valuation relative to comparable entities provided an attractive entry point to the robotics/sensing ecosystem. Given the attractiveness of the robotics/sensing sector, as evidenced by the recent positive reception of such sector in the capital markets, the ITAC board of directors determined that Arbe would present a strong value proposition for public investors.

•        Expansion potential.   Arbe is enabling safe driver-assist systems today while paving the way for fully-autonomous driving in the future.  Arbe is in substantial discussions with automakers, tier-1 companies, autonomous ground vehicles and commercial/industrial vehicles. ITAC believes there are numerous other industries that could benefit from Arbe’s safety applications and next-generation radar sensing.

•        Differentiated product or service.  Arbe’s Imaging Radar offers an order of magnitude higher resolution than other competing radar solution in the market today and is an essential sensor for higher levels of driving autonomy. Arbe’s RF chipset has the largest channel array in the industry as well as a groundbreaking and differentiated radar processor chip and AI-based processing.

•        Experienced management team.    Arbe’s management team is highly experienced in automotive, radar technologies and serial entrepreneurship. See the section of this proxy statement/prospectus entitled “Management of Arbe Following the Merger.”

ITAC’s management and board of directors is comprised of highly experienced senior executive leaders; all with more than 30-years of experience in technology, industrial, telecommunications, AI software and industrial computer vision and aerospace sectors in both venture capital and private equity backed private and public companies, and they have collectively completed and integrated dozens of mergers and acquisitions. Given this depth of operating experience, ITAC originally focused on Arbe’s technological advantages with its ultra-high resolution 4D Imaging Radar solution and (following substantial due diligence against legacy radar, high resolution LIDAR and Vision Processing public company competitors) and concluded that Arbe had developed a disruptive technology that had both price and performance competitive advantages over the competition.

With this technology assessment, ITAC’s Management turned its attention to understanding the commercial traction that Arbe was experiencing with its leading OEM’s and Tier 1 Partners and the total addressable market (“TAM”) opportunity and was able to validate substantial market opportunity and market traction sufficient to achieve future financial results over the next five years that would result in a market leading producer of ultra-high resolution 4D Imaging Radar chip sets.

ITAC further evaluated and benchmarked Arbe’s operating metrics against its peers in the auto technology sectors, including compute and vision platforms in public companies. Management concluded that Arbe compared favorably on all these key operating metrics.

ITAC’s management and board of directors grouped peer companies that were considered in its valuation process into the following three groups: (1) Autotech SPACs that included Velodyne, Luminar, AEVA, Innoviz, indie, Ouster and AEYE, (2) Compute and Vision Platforms that included Nvidia, Ambarella and Mobileye and (3) Disruptive Autotech that included REE and Tesla.

ITAC’s management and board of directors analyzed primary operating metrics that were evaluated in comparison to these peer groups’ year-over-year revenue growth percentage for the projected time period of 2024 to 2025, gross margin percentage for the projected period of 2025 and EBITDA margin percentage for the projected period of 2025.

Additionally, ITAC’s Management and Board of Directors benchmarked valuations across these same peer groups. Specifically, ITAC benchmarked its post money enterprise value to the projected period of 2025 forward revenue for all three peer groups and its post money enterprise value to projected period of 2025 forward EBITDA for the Autotech SPAC’s and Compute and Vision Platform peer groups. In this connection, it evaluated the assumption underlying the valuation and ITAC’s perception of management’s ability to address problems that inevitability arise as a company seeks to implement its business plan.

Arbe was within the targeted range for year over year revenue growth rate for the projected period of 2024 to 2025, for computed gross margin percentage and its computed EBITDA margin percentage for the projected period of 2025, for computed post money enterprise value as a multiple of projected revenues of $312.1 million and its computed post money enterprise value. In addition, ITAC’s management and board of directors believe that Arbe has a management team that has senior public company experience that it believes could address the difficulties that may arise and require a change in its business plan.

With a large and growing TAM opportunity, a proprietary technology that is the only long-range 4D Imaging Radar with an unparalleled cost advantage, a robust funnel of over 26 relationships with leading automotive OEM’s and Tier 1’s and industrial conglomerates, favorable head winds for regulatory safety for Level 1 — 3 vehicles, attractive growth trajectory and a strong management team backed by leading investors and OEM’s, ITAC was able to arrive at what it believes is a valuation that represents an attractive discount to the peer groups discussed above.

Accordingly, investors will be relying solely on the judgment of ITAC board of directors in valuing Arbe’s business, and assuming the risk that the board of directors may not have properly valued such business.

In considering the potential business combination with Arbe, the ITAC board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning Arbe and the Transaction, including, but not limited to, the following, although not weighted or presented in any order of significance:

•        ITAC’s Public Stockholders will hold a minority share position in Arbe following the Merger.

•        ITAC’s stockholders may object to and challenge the Merger and take actions that may prevent or delay the consummation of the Merger, including voting against the proposals at the Special Meeting or exercising their redemption rights.

•        The potential for diversion of the attention of Arbe’s management and employees during the period prior to completion of the Merger, and the potential resulting negative effects on Arbe’s business.

•        The risk that, despite the efforts of ITAC and Arbe prior to the consummation of the Merger, Arbe may lose key personnel, and the potential resulting negative effects of any such losses on Arbe’s business.

•        Arbe is an early-stage company that is still in the growth mode and does not have any history of earnings or cash flow.

•        The possibility that Arbe might not achieve its projected financial results.

•        Risks associated with macroeconomic uncertainty, including as it relates to COVID-19, and the effects it could have on Arbe’s business.

•        The risk that ITAC does not retain sufficient cash meet the requirements of the Business Combination Agreement.

•        The fact that the Business Combination Agreement prohibits ITAC from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Transaction.

•        Risks and costs to ITAC if the Transaction is not completed, including the risk of liquidation.

•        The fact that ITAC did not obtain a third-party valuation or fairness opinion in connection with the Transaction.

•        Potential changes in the regulatory landscape or new industry developments, including, for example, changes in client preferences, may adversely affect the business benefits anticipated to result from the Transaction.

•        Those other risks and uncertainties of the type and nature described under the section of this proxy statement/prospectus entitled “Risk Factors” (beginning on page 40).

The ITAC board of directors concluded that the potential benefits that it expected ITAC and its stockholders to achieve as a result of the Merger outweighed any potentially negative factors associated with the Merger. Accordingly, the ITAC board of directors unanimously determined that the Business Combination Agreement and the Merger contemplated therein are advisable, fair to and in the best interests of ITAC and its stockholders.

The foregoing discussion of material factors considered by the ITAC board of directors is not intended to be exhaustive, but does set forth the principal factors considered.

The ITAC board of directors also considered whether members of ITAC’s management and board of directors may have interests in the Merger that are different from, or are in addition to, the interests of ITAC’s stockholders generally, including the matters described under the subsection entitled “— Interests of ITAC’s Officers and Directors in the Merger” below. However, the ITAC board of directors concluded that (a) these interests were disclosed in ITAC’s IPO prospectus and are included in this proxy statement/prospectus, (b) these disparate interests would exist with respect to a business combination with any target company, (c) ITAC’s Public Stockholders will have the opportunity to redeem their Public Shares in connection with the Merger and (d) shares of Arbe held by the Sponsor are subject to lock-up restrictions following the Merger.

Interests of ITAC’s Officers and Directors in the Merger

When you consider the recommendation of the ITAC board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that ITAC’s initial stockholders, including its directors and executive officers, have interests in the Business Combination Proposal that are different from, or in addition to, the interests of a Public Stockholder or an ITAC Warrant holder. These interests include, among other things:

•        ITAC’s chief executive officer, E. Scott Crist, is the managing member of Sponsor and has an economic interest in the Sponsor. Two of ITAC’s directors, Aruna Viswanathan and Harvin Moore, are small investors in the Sponsor and the remaining two directors of ITAC, R. Greg Smith and Andrew Clark, have a non-voting interest in the Sponsor.

•        If the Merger with Arbe or another business combination is not consummated by Deadline Date of December 11, 2021 (15 months from the closing of ITAC’s IPO) unless such date is extended to up to 21 months from the closing of ITAC’s IPO), ITAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the shares of ITAC Common Stock held by the Sponsor, which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the Sponsor is not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $         based upon the closing price of $         per share on Nasdaq on         , 2021, the record date for the Special Meeting. On the other hand, if the Merger is consummated, outstanding shares of ITAC Common Stock and ITAC Private Warrants owned by the Sponsor will be converted into the right to receive an equal number of Arbe Ordinary Shares and Arbe Warrants.

•        The Sponsor purchased 3,112,080 ITAC Private Warrants from ITAC at a price of $1.00 per ITAC Private Warrant. This purchase took place in a private placement simultaneously with the consummation of the IPO. A portion of the net proceeds of the IPO (including the net proceeds of the underwriters’ partial exercise of the over-allotment option) and the simultaneous private placement of the ITAC Private Warrants, a total of $76,998,360 was placed in the Trust Account. Such ITAC Private Warrants had an aggregate market value of $         based upon the closing price of $         per Public Warrant on Nasdaq on         , 2021. The ITAC Private Warrants and the ITAC Common Stock underlying the ITAC Private Warrants will become worthless if ITAC does not consummate an initial business combination by December 11, 2021, subject to an extension of up to three months (or such later date as may be approved by ITAC stockholders). On the other hand, if the Merger is consummated, each outstanding ITAC Warrant will become an Arbe Warrant exercisable to purchase one Arbe Ordinary Share following consummation of the Merger and each outstanding share of ITAC Common Stock will be converted into one Arbe Ordinary Share.

•        E. Scott Crist will be ITAC’s designee to the Arbe board of directors upon the effectiveness of the Merger. As a director, in the future Mr. Crist may receive any cash fees, stock options or stock awards that the Arbe board of directors determines to pay to its directors.

•        If ITAC is unable to complete an initial business combination by Deadline Date, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target business(es) or claims of vendors or other entities that are owed money by ITAC for services rendered or contracted for or products sold to ITAC, but only if such a vendor or target business has not executed a waiver.

•        The Sponsor, as ITAC’s initial stockholder, and the Sponsor’s affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on ITAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if ITAC fails to consummate an initial business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, ITAC may not be able to reimburse these expenses if the Merger with Arbe or another business combination is not completed by the last day on which a business combination may be completed. As of the date of this proxy statement/prospectus, there are no such unpaid reimbursable expenses.

•        The Business Combination Agreement provides that following the Merger, Arbe will maintain for not less than six years from the Closing provisions in its organizational documents regarding the indemnification and exoneration of current and former officers and directors that are no less favorable to such persons than the provisions in the Existing ITAC Charter.

•        The Business Combination Agreement provides that a six-year “tail” directors’ and officers’ liability insurance policy covering persons currently covered by ITAC’s directors’ and officers’ liability insurance policies on terms no less favorable than the terms of such current directors’ and officers’ liability insurance policies will be purchased, and Arbe will or will cause its subsidiaries to maintain such “tail” policy for its full term.

•        E. Scott Crist, chief executive officer, chairman and a director, and R. Greg Smith, chief financial officer, hold the same positions with another SPAC, Industrial Tech Acquisitions II, Inc., which has filed a registration statement with the SEC that has not, as of the date of this proxy statement/prospectus, been declared effective. ITAC’s other three directors are nominees for directors of Industrial Tech Acquisitions II, Inc. At the time of ITAC’s IPO, ITAC’s officers and directors agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until ITAC has entered into a definitive agreement regarding an initial Business Combination or until ITAC has liquidated the Trust Account. Since ITAC has entered into the Business Combination Agreement, this provision is no longer applicable. If the Merger is not completed for any reason, ITAC’s directors and the Sponsor would have a conflict of interest in determining which SPAC would negotiate with a particular target company.

•        The Sponsor has a different economic interest in the completion of the Merger than the Public Stockholders. The Sponsor paid nominal consideration for its ITAC Common Stock. If ITAC consummates the Merger, the Sponsor may recoup its investment, and even make a profit, even if the Arbe Ordinary Shares trade at a price which is substantially less that the transaction value of the business combination. If ITAC does not complete the Merger, the Sponsor will lose its entire investment. In contrast, the holders of ITAC’s Public Shares will have paid $10 per share in the IPO or at a higher price in the after-market, and if they choose to hold their shares after the Merger, they may not recoup their investment or make a profit, unless the shares trade at price higher than their purchase price. However, Public Stockholders can instead choose to redeem their shares at the full Redemption Price. As a result of these different economic positions, the founders and the public shareholders may have conflicting interests in seeing the Merger completed. The Sponsor may prefer to complete a business combination that would not trade well post-business combination, rather than have no business combination at all. But the Public Stockholders may prefer no business combination at all to a business combination that fails to trade at a premium to their purchase price. In order to protect themselves against any such conflicting interests, Public Stockholders may consider carefully whether they consider the Merger likely to trade at a premium to their purchase price and whether to redeem their Public Shares. Thus, Public Stockholders may choose to redeem their Public Shares whether or not they vote in favor of the Merger.

Potential Purchases by Related Parties

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding ITAC or its securities, the Sponsor, as an initial stockholder of ITAC, ITAC’s officers and directors, Arbe, the Arbe officers and directors and/or their respective affiliates, or Arbe shareholders may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of ITAC Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares outstanding and entitled to vote at the Special Meeting to approve the Business Combination Proposal vote in its favor, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against a potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or ITAC Private Warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on the price of ITAC Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase ITAC Common Stock at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of ITAC Common Stock by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and would likely increase the chances that such proposal would be approved.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. ITAC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions and are known by ITAC or Arbe. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Certain Unaudited Prospective Financial Information of Arbe

Satisfaction of the 80% Test

It is a requirement under the Existing ITAC Charter that any business acquired by ITAC have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination (excluding the deferred underwriting discount held in, and taxes payable on the income earned on, the Trust Account).

As of March 18, 2021, the date of the execution of the Business Combination Agreement, the balance of the funds in the Trust Account, without deducting the items described above, was approximately $77.0 million, and 80% thereof represents approximately $61.6 million. In reaching its conclusion on the 80% asset test, the ITAC board of directors used as a fair market value the an implied post-money pro forma enterprise value of approximately $573 million and an equity value of approximately $722 million at closing, assuming no redemptions by ITAC Public Stockholders. 

The ITAC board of directors determined that the consideration being paid in the Merger, which amount was negotiated at arm’s-length, was fair to and in the best interests of ITAC and its stockholders and appropriately reflected Arbe’s value. The ITAC board of directors based this conclusion on a range of qualitative and quantitative factors, such as Arbe’s market position, management experience and opportunities for future growth.

The ITAC board of directors believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of Arbe met the 80% requirement. Based on the fact that the fair market value of Arbe, as described above, is in excess of the threshold of approximately $61.6 million, representing 80% of the balance of the funds in the Trust Account without deducting the items described above, the ITAC board of directors determined that the fair market value of Arbe was substantially in excess of 80% of the funds in the Trust Account and that the 80% test was met.

Anticipated Accounting Treatment of the Merger

The Transactions are comprised of a series of transactions pursuant to the Business Combination Agreement, as described elsewhere in this proxy statement/prospectus. For accounting purposes, the Transaction effectuated three main steps:

1.      The exchange of shares held by Arbe shareholders, which is accounted for as a recapitalization in accordance with US GAAP.

2.      The merger of ITAC with Merger Sub, which is not within the scope of ASC 805 (“Business Combinations”) since ITAC does not meet the definition of a business in accordance with ASC 805. Any difference between the fair value of Arbe Ordinary Shares issued and the fair value of ITAC’s identifiable net assets should to be recorded as additional paid-in capital. For purposes of the unaudited pro forma condensed combined financial information, it is assumed that the fair value of each individual Arbe ordinary share issued to ITAC stockholders is equal to the fair value of each Arbe Ordinary Share resulting from the $525 million equity value assigned to Arbe in the Business Combination Agreement.

3.      The PIPE Subscription Agreements, which were executed concurrently with the Business Combination Agreement, will result in the issuance of Arbe Ordinary Shares, leading to an increase in share capital and additional paid-in capital.

Regulatory Matters

The Merger is not subject to any federal or state regulatory requirement or approval, except for the filing with the SEC of the registration statement of which this proxy statement/prospectus is a part, and the filing with the State of Delaware necessary to effectuate the Merger.

No Appraisal Rights

Under Section 262 of the DGCL, the holders of ITAC Common Stock will not have appraisal rights in connection with the Merger.

Stock Exchange Listing of Arbe Ordinary Shares

Arbe will use commercially reasonable efforts to cause, prior to the Effective Time, the Arbe Ordinary Shares and Warrants (including Arbe Ordinary Shares and Warrants issuable pursuant to the Business Combination Agreement) to be approved for listing on Nasdaq under the symbols “ARBE” and “ARBEW,” respectively, subject to official notice of issuance. Approval of the listing on Nasdaq of the Arbe Ordinary Shares (subject to official notice of issuance) is a condition to each party’s obligation to complete the Merger. The corporate headquarters and principal executive offices of Arbe will be located at HaHashmonaim Street 107, Tel Aviv-Yafo, Israel.

Delisting and Deregistration of ITAC Securities

If the Merger is completed, shares of ITAC Class A Common Stock, ITAC Warrants and ITAC’s Units will be delisted from Nasdaq and will be deregistered under the Exchange Act.

Arbe Status as a Foreign Private Issuer under the Exchange Act

Arbe expects, immediately following completion of the Merger, to qualify as a “foreign private issuer” under SEC rules. Consequently, for so long as Arbe continues to meet such qualification, Arbe will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. Arbe will be required to file its annual report on Form 20-F for the year ending December 31, 2021 with the SEC by April 30, 2022. In addition, Arbe will furnish reports on Form 6-K to the SEC regarding certain information that is distributed or required to be distributed by Arbe to its shareholders.

Based on such foreign private issuer status, under existing rules and regulations, Arbe will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. Arbe will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, Arbe officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Arbe Ordinary Shares.

Despite its initial exemption due to its foreign private issuer status, following the completion of the Merger, Arbe nevertheless currently expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K.

Arbe Status as an Emerging Growth Company under U.S. Federal Securities Laws and Related Implications

ITAC is, and consequently, following the Merger, Arbe will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, Arbe will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, ITAC is a non-accelerated filer and, following the Merger, Arbe will also be a non-accelerated filer. A non-accelerated filer is a company that has either a public float of less the $75 million or a public float from $75 million to less than $700 million and annual revenues of less than $100 million. As long as Arbe remains a non-accelerated filer, it will be exempt from the auditor attestation requirement. If some investors find Arbe’s securities less attractive as a result, there may be a less active trading market for Arbe’s securities and the prices of Arbe’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Arbe has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Arbe, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Arbe’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Arbe will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of Arbe’s initial public offering, (b) in which Arbe’s has total annual gross revenue of at least $1.07 billion, or (c) in which Arbe is deemed to be a large accelerated filer, which means the market value of Arbe’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which Arbe has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References to “emerging growth company” in this proxy statement/prospectus have the meaning associated with that term in the JOBS Act.

Comparison of Rights of Arbe Shareholders and ITAC Stockholders

The rights of the shareholders of Arbe and the relative powers of the Arbe board of directors are governed by the laws of the State of Israel and the Restated Arbe Articles. As a result of the Transactions, securities held by the ITAC security holders will be cancelled and automatically converted into the right to receive Arbe Ordinary Shares and/or Arbe Warrants. Each Arbe Ordinary Share will be issued in accordance with, and subject to the rights and obligations of, the Restated Arbe Articles which will be effective upon the consummation of the Transactions, in substantially the form attached hereto as Annex B. Because Arbe will be, at the Effective Time, a company organized under the laws of the State of Israel, the rights of the stockholders of ITAC will be governed by Israeli law and the Restated Arbe Articles.

Many of the principal attributes of Arbe Ordinary Shares and ITAC Common Stock will be similar. However, there are differences between the rights of shareholders of Arbe under Israeli law and the rights of stockholders of ITAC, as in effect prior to the consummation of the Transactions under the DGCL. In addition, there are differences between the Restated Arbe Articles as such will be in effect from and after the consummation of the Transactions and the SPAC Charter and bylaws of ITAC.

The following is a summary comparison of the material differences between the rights of ITAC securityholders under the Existing ITAC Charter, ITAC bylaws and the DGCL, and the rights of Arbe shareholders under Israeli law and the Restated Arbe Articles to be effective upon consummation of the Transactions. The discussion in this section does not include a description of rights or obligations under the United States federal securities laws or Nasdaq listing requirements or of Arbe’s or ITAC’s governance or other policies.

The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of the Companies Law, the Restated Arbe Articles, the DGCL and the Restated ITAC Charter and the bylaws of ITAC as they will be in effect from and after the Effective Time. The Restated ITAC Charter filed as an Annex B to this proxy statement/prospectus. You are also urged to carefully read the relevant provisions of the Companies Law and the DGCL for a more complete understanding of the differences between being a shareholder of Arbe and a stockholder of ITAC.

Required Vote

The approval of the Business Combination Proposal will require the affirmative vote by the holders of a majority of the outstanding shares of ITAC Common Stock. Abstentions and Broker Non-Votes will have the same effect as votes “AGAINST” the Business Combination Proposal.

The Merger is conditioned on the approval of the Business Combination Proposal as well as the ITAC Charter Proposal. If the ITAC Charter Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by ITAC’s stockholders.

Recommendation of the ITAC Board of Directors

THE ITAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The ITAC Charter Proposal is conditioned upon the approval and completion of the Business Combination Proposal. If the Business Combination Proposal is not approved, this proposal will have no effect, even if approved by the ITAC stockholders. In addition, the effectuation of the Merger is conditioned upon, among other things, the approval of this proposal. If this proposal is not approved, the Merger will not be completed.

Required Vote

The approval of the ITAC Charter Proposal will require the affirmative vote by the holders of a majority of the outstanding shares of ITAC Common Stock. Abstentions and Broker Non-Votes will have the same effect as votes “AGAINST” the ITAC Charter Proposal.

Recommendation of the ITAC Board of Directors

THE ITAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ITAC CHARTER PROPOSAL.

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal allows the ITAC board of directors to submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the consummation of the Business Combination Proposal or the ITAC Charter Proposal. In no event will ITAC solicit proxies to adjourn the Special Meeting or consummate the Merger beyond the date by which it may properly do so under the Existing ITAC Charter and Delaware law. The purpose of the Adjournment Proposal is to provide more time for ITAC’s stockholders, Arbe and the Arbe shareholders to make purchases of Public Shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the Business Combination Proposal the ITAC Charter Proposal and to meet the requirements that are necessary to consummate the Merger. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of ITAC’s Directors and Officers in the Merger” and “— Potential Purchases by Related Parties.”

In addition to an adjournment of the Special Meeting upon approval of an Adjournment Proposal, the ITAC board of directors is empowered under Delaware law to postpone the Special Meeting at any time prior to the meeting being called to order. In such event, ITAC will issue a press release and take such other steps as it believes are necessary and practical in the circumstances to inform its stockholders of the postponement of the Special Meeting.

Consequences if the Adjournment Proposal is Not Approved

If an Adjournment Proposal is presented to the Special Meeting and is not approved by the ITAC stockholders, the ITAC board of directors may not be able to adjourn the Special Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Business Combination Proposal or the ITAC Charter Proposal.

Required Vote

Adoption of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of ITAC Common Stock represented virtually or by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and Broker Non-Votes will have no effect on the Adjournment Proposal. Adoption of the Adjournment Proposal is not conditioned upon the adoption of the Merger Proposal.

Recommendation of the ITAC Board of Directors

THE ITAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The parties made customary covenants regarding the registration statement of which this proxy statement/prospectus is a part, with the SEC under the Securities Act, to register the Arbe Ordinary Shares and the Arbe Warrants to be issued to the holders of the ITAC Common Stock and ITAC Warrants pursuant to the Business Combination Agreement and the Arbe Ordinary Shares issuable upon exercise or conversion of the Arbe Warrants. The Registration Statement also will contain the ITAC proxy statement to seek the approval by the ITAC stockholders, among other things, (i) the approval of Business Combination Agreement and the Transaction; (ii) the Restated ITAC Charter.

Prior to the effectiveness of the registration statement of which this proxy statement/prospectus is a part, Arbe agreed to file with the SEC a registration statement on Form F-1 under the Securities Act covering the sale by the holders of the Arbe Ordinary Shares which are outstanding immediately following the Recapitalization, and, for the avoidance of doubt, prior to and excluding any Arbe Ordinary Shares to be issued to the PIPE Investors and any other securities of Arbe to be registered pursuant to the registration statement referenced above, and the issuance of Arbe Ordinary Shares upon exercise of continuing warrants to purchase Arbe Ordinary Shares. Pursuant to the Arbe Subscription Agreements, Arbe granted the PIPE Investors registration rights with respect to the Arbe Ordinary Shares issued to the PIPE Investors.

The parties agreed that the Post-Closing Board of Directors will consist of seven directors, consisting of four directors designated prior to the Closing by Arbe, at least two of whom will be considered independent under the requirements of Nasdaq, one director designated prior to the Closing by ITAC, who will be ITAC’s chief executive officer, E. Scott Crist, and two independent directors (under Nasdaq requirements) mutually agreed by Arbe and ITAC; provided, however, that the composition of the Post-Closing Board will comply with all requirements of Israeli law and Nasdaq. The parties further agreed to take commercially reasonable action so that the individuals serving as the chief executive officer and chief financial officer of Arbe immediately after the Closing will be the same individuals (in the same office) as that of Arbe immediately prior to the Closing (unless, at its sole discretion, Arbe desires to appoint another qualified person to either such role, in which case, such other person identified by Arbe will serve in such role). Prior to the Closing, Arbe agreed to use its reasonable best efforts to cause certain mutually agreed persons to enter into employment agreements, in each case effective as of the Closing, in form and substance reasonably acceptable to Arbe and ITAC.

ITAC and Arbe agreed to use their commercially reasonable efforts to satisfy the conditions of the PIPE Investors’ closing obligations contained in the Subscription Agreements (as defined below) and to consummate the transactions contemplated thereby.

Conditions to Closing of the Merger

The Business Combination Agreement contains customary conditions to Closing, including approval by the ITAC stockholders of the Business Combination Proposal and the ITAC Charter Proposal and the approval by the Arbe shareholders of (i) the Business Combination Agreement and the Merger, (ii) the Restated Arbe Articles; (iii) the 2021 Plan, (iv) the appointment of the members of the Post-Closing Board of Directors of Arbe in accordance the Business Combination Agreement, (v) the issuance of Arbe Ordinary Shares and Arbe Warrants pursuant to the Business Combination Agreement, including the Arbe Ordinary Shares issuable in connection with the PIPE Investment, (vi) the Arbe Ordinary Shares issuable pursuant to the Recapitalization, and (vii) the Arbe Ordinary Shares issuable upon exercise of the Arbe Warrants, the Continuing Arbe Warrants and Outstanding Arbe Options.

The Business Combination Agreement includes the following mutual conditions of the parties (unless waived): (a) approvals of any required governmental authorities (b) receipt of specified third party consents; (c) no law or order preventing the Transaction; (d) the Registration Statement of which this proxy statement/prospectus is a part having been declared effective by the SEC; (e) no material uncured breach by the other party; (f) no occurrence of a Material Adverse Effect with respect to the other party; (g) the satisfaction of the $5,000,001 minimum net tangible asset test by Arbe or ITAC; (ix) approval of Arbe’s Nasdaq listing application; and (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement.

In addition, unless waived by Arbe, the obligations of Arbe and Merger Sub to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by ITAC of customary certificates and other Closing deliverables: (i) the representations and warranties of ITAC being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality qualifiers); (ii) ITAC having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by

it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to ITAC since the date of the Business Combination Agreement which is continuing and uncured; (iv) the execution of the Founder Lock-Up Agreement and (v) at the Closing, ITAC having at least $100,000,000 in cash and cash equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions) and the proceeds of the PIPE Investment (including any PIPE Investment directly into Arbe, as described above), prior to paying any of ITAC’s expenses and liabilities due at the Closing.

Unless waived by ITAC, the obligations of ITAC to consummate the Transaction are subject to the satisfaction of the following additional Closing conditions, in addition to the delivery by Arbe and Merger Sub of customary certificates and other Closing deliverables: (i) the representations and warranties of Arbe and Merger Sub being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to certain materiality qualifiers); (ii) Arbe and Merger Sub having performed in all material respects their respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with by them on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Arbe or Merger Sub since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Lock-Up Agreements (as described below) will be in full force and effect as of the Closing; and (v) non-competition agreements (in a form to be mutually agreed prior to Closing) having been executed and delivered by certain executive officers of Arbe and be in full force and effect as of the Closing.

Fees and Expenses

All Transaction Expenses incurred in connection with the Business Combination Agreement and the Transactions contemplated thereby will be paid by the party incurring such expenses; provided, however, that, at or following the Closing, all expenses payable by the Arbe and ITAC will be payable by the Arbe or Merger Sub and may be paid from the Trust Account; provided, however, that to the extent that the ITAC Transaction Expenses payable by Arbe (other than expenses relating to the PIPE Investment, which are not subject to this limitation) exceed $7,000,000, the amount in excess of $7,000,000 will be included in the value of the Arbe Ordinary Shares to be held by the Arbe shareholders in determining the Conversion Ratio.

Amendments

The Business Combination Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of such parties.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written consent of ITAC and Arbe; (ii) by either ITAC or Arbe if any of the conditions to Closing have not been satisfied or waived by August 31, 2021; (iii) by either ITAC or Arbe if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transaction, and such order or other action has become final and non-appealable; (iv) by either ITAC or Arbe in the event of the other party’s uncured breach, if such breach would result in the failure of a closing condition (and so long as the terminating party is not also in breach under the Business Combination Agreement); (v) by ITAC if there has been a Material Adverse Effect on Arbe and its subsidiaries on a consolidated basis following the date of the Business Combination Agreement that is uncured and continuing; (vi) by Arbe if there has been a Material Adverse Effect on ITAC following the date of the Business Combination Agreement that is uncured and continuing; and (vii) by either ITAC or Arbe if it holds a special meeting of its shareholders to approve the Business Combination Agreement and the Transaction and such approval is not obtained.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to publicity, confidentiality, fees and expenses, trust fund waiver, no recourse, termination and general provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination. The Business Combination Agreement does not provide for any termination fees.

Trust Account Waiver

Arbe and Merger Sub each agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in ITAC’s trust account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom) other than in connection with the Closing.

Governing Law

The Business Combination Agreement is governed by the laws of the State of New York and the parties are subject to exclusive jurisdiction of federal and state courts located in the State of New York (and any appellate courts thereof)

Tax Consequences

For United States federal income tax purposes, the parties to the Merger have structured it to meet the relevant requirements provided in U.S. tax law to qualify the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code (a “reorganization”) to U.S. Holders (as defined below) of ITAC Common Stock and ITAC Warrants, and the parties to the Business Combination Agreement have adopted it as a “plan of reorganization” for purposes of Section 368 of the Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a). However, since there is currently insufficient authority from the Internal Revenue Service that is factually on point with the Merger regarding satisfaction of all of the requirements under U.S. tax law allowing such tax-free treatment, the parties to the Merger can provide no assurance that treatment as a tax-free reorganization will result for the exchanging stockholders. Accordingly, there are significant factual and legal uncertainties as to whether the Merger will qualify as a reorganization within the meaning of Code Section 368. For a description of certain material U.S. federal income tax consequences of the Merger, see the section entitled “Certain Material U.S. Federal Income Tax Consequences.”

AGREEMENTS ENTERED INTO IN CONNECTION WITH THE MERGER AGREEMENT

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies of which are filed as exhibits to the registration statement of which this proxy statement/prospectus is a part.

Voting Agreements

Simultaneously with the execution and delivery of the Business Combination Agreement, ITAC and Arbe entered into Voting Agreements with certain significant shareholders of Arbe pursuant to which such shareholders are required to approve the Transaction, and each Arbe shareholder party thereto agreed to vote all of such shareholder’s shares of Arbe in favor of the Business Combination Agreement and the Transaction and to otherwise take certain other actions in support of the Business Combination Agreement and the Transaction and the other matters submitted to the Arbe shareholders for their approval in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to Arbe to vote such Arbe shares accordingly. The Voting Agreements prevent transfers of the Arbe shares held by the Arbe shareholders party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.

Letter Agreement

In connection with ITAC’s IPO, the Sponsor and the Insiders entered into the Letter Agreement on September 8, 2020. Pursuant to the Letter Agreement, among other provisions, (i) the Sponsor and the Insiders agreed that if ITAC seeks stockholder approval of a proposed business combination, then in connection with such proposed business combination, the Sponsor and the Insiders will vote any shares of capital stock owned by the Sponsor or such Insider in favor of any proposed business combination and not redeem any shares of ITAC Common Stock owned by such person in connection with such stockholder approval, (ii) each of the Sponsor and the Insiders agrees that it, he or she will not transfer any Founder Shares (or shares of ITAC Common Stock issuable upon conversion thereof) until the earlier of (a) one year after the completion of ITAC’s initial business combination or (b) subsequent to the business combination, (x) if the last sale price of the ITAC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after ITAC’s initial business combination or (y) the date on which ITAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ITAC’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, and (c) the Sponsor and each Insider agrees that it, he or she will not Transfer any Founder Shares, ITAC Private Warrants or shares of ITAC Common Stock issued or issuable upon the conversion of the Founder Shares or exercise of the ITAC Private Warrants, until 30 days after the completion of a business combination. The Letter Agreement also provides that each of ITAC’s officers and directors agrees not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, until ITAC has entered into a definitive agreement regarding an initial Business Combination or until ITAC has liquidated the Trust Account. Since ITAC has entered into the Business Combination Agreement, this provision is no longer applicable. ITAC’s officers are officers of, and the other directors are nominees for director of, Industrial Tech Acquisitions II, Inc., a proposed SPAC which has filed a registration statement on Form S-1 with respect to initial proposed public offering.

Lock-Up Agreements

Simultaneously with the execution and delivery of the Business Combination Agreement, certain significant and/or insider Arbe shareholders, who hold a total of [•] Arbe Ordinary Shares (after giving effect to the Recapitalization), each entered into a Lock-Up Agreement with Arbe. Pursuant to the Lock-Up Agreements, each Arbe shareholder party thereto agreed not to, during the period commencing from the Closing and ending one year from the Closing (subject to early release if the closing price of the Arbe Ordinary Shares equals or exceeds $12.00 per share for any 20 out of 30 trading days commencing 150 days after the Closing and also subject to early release if Arbe consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all Arbe

shareholders having the right to exchange their equity holdings in Arbe for cash, securities or other property) engage in any of the following activities: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement). The lock-up provisions of the Lock-Up Agreement are substantially identical with the lock-up provisions of the Letter Agreement.

Founder Lock-Up Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement, the Sponsor and Arbe entered into the Founder Lock-Up Agreement, which amended the lock-up provisions of the Letter Agreement. Pursuant to the Founder Lock-Up Agreement, the Sponsor agreed to the Enhanced Lock-Up Restrictions with respect to the Arbe Ordinary Shares that it will receive in exchange the 1,905,900 Founder Shares that it currently holds. Specifically, 952,950 of these Arbe Ordinary Shares will be deemed fully vested upon completion of the Closing and will not be subject to any enhanced lock-up restrictions (but will continue to be subject to the restrictions set forth in the existing lock-up letter agreement dated as of September 8, 2020, which are the same as the lock-up restrictions described above under “— Lock-Up Agreements”). The remaining 952,950 Arbe Ordinary Shares owned by the Sponsor (the “Price Based Lock-Up Shares”) will be subject to the following post-Closing Enhanced Lock-Up Restrictions for a period of up to three years following the Closing Date (i) 50% of the Price Based Lock-Up Shares will vest and no longer be subject to the Enhanced Lock-Up Restrictions if, at any time during the Enhanced Lock-Up Period, the 20-Day VWAP of the Arbe Ordinary Shares for 20 consecutive trading days on the primary exchange on which such securities are then listed or quoted equals or exceeds $12.50 per share (subject to equitable adjustment); and (ii) the remaining Price Based Lock-Up Shares will vest and no longer be subject to the Enhanced Lock-Up Restrictions if, at any time during the Enhanced Lock-Up Period, the 20-Day VWAP of the Arbe Ordinary Shares equals or exceeds $15.00 per share (subject to equitable adjustment). In the event that all Price Based Lock-Up Shares have not become vested during the three-year period following the Closing in accordance with the provisions described above, all such remaining Price Based Lock-Up Shares will be deemed vested and released from the Enhanced Lock-Up Restrictions on the first day following the end of such three-year period. The Price Based Lock-Up Shares are also subject to early release if during the three-year period, Arbe is subject to a going private transaction, the Arbe Ordinary Shares cease to be listed on a national securities exchange or with respect to certain mergers, equity sales or asset sales by Arbe after the Closing that result in a change of control of control of Arbe. The Sponsor also agreed in the Founder Lock-Up Agreement to vote in favor of and otherwise support the Transaction.

First Amendment to Founder Registration Rights Agreement

Simultaneously with the execution and delivery of the Business Combination Agreement, Arbe, ITAC and the Sponsor entered into the Founder Registration Rights Agreement Amendment, pursuant to which Arbe will assume the obligations of ITAC under the Founder Registration Rights Agreement, and, among other things, Arbe will be added as a party to the Founder Registration Rights Agreement, which will reflect the issuance of Arbe Ordinary Shares and Arbe Warrants to be issued to the Sponsor pursuant to the Business Combination Agreement.

PIPE Subscription Agreements

Simultaneously with the execution of the Business Combination Agreement, ITAC and Arbe entered into PIPE Subscription Agreements with the PIPE Investors pursuant to which the PIPE Investors would purchase 10,000,000 shares of ITAC Class A Common Stock for $10.00 per share, or a total of $100,000,000, which is the PIPE Investment (or at Arbe’s sole election, Arbe would sell the PIPE Investors 10,000,000 Arbe Ordinary Shares at $10.00 per share as the PIPE Investment) be consummated simultaneously with the closing of the Transaction. The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in

the Trust Account and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom). In addition, Arbe granted certain customary registration rights to the PIPE Investors. The PIPE Investors include Texas Ventures, which subscribed for $3.4 million, and Inter — Development Of Content In Internet Company Ltd (“Inter”), which subscribed for $1.4 million. Texas Ventures is an affiliate of ITAC, and Inter is an existing shareholder of Arbe. E. Scott Crist, who is chief executive officer and a director of ITAC and the managing member of the Sponsor, is a partner of Texas Ventures. Kobi Marenko, chief executive officer of Arbe, is the owner and CEO of Inter. Texas Ventures and Inter may allocate some or all of its commitment to purchase shares to its partners or other interested investment parties, any such transfer to be subject to, and in accordance with, the terms of, the PIPE Subscription Agreement. The purchase price per share being paid by the PIPE investors is $10.00 per share, which is both the per share value given to Arbe Ordinary Shares in the Business Combination and the price per unit in ITAC’s public offering. The purchasers in ITAC’s initial public offering received, for a $10.00 offering price, a unit, which consisted of one share of ITAC Class A Common Stock and one ITAC Public Warrant.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax considerations of the Merger to U.S. Holders (as defined below) of ITAC Common Stock and ITAC Warrants (collectively “ITAC securities”). The following discussion also summarizes the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of ITAC Common Stock that elect to have their common stock redeemed for cash and the material U.S. federal income tax consequences of the ownership and disposition of Arbe Ordinary Shares and Arbe Warrants following the Merger. This discussion applies only to ITAC securities, Arbe Ordinary Shares, and Arbe Warrants, as the case may be, that are held as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment).

The following does not purport to be a complete analysis of all potential tax effects arising in connection with the closing of the Merger, the redemption of ITAC Common Stock, or the ownership and disposition of Arbe Ordinary Shares and Arbe Warrants. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. ITAC and Arbe have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS will not take, or a court will not sustain, a contrary position regarding the tax consequences discussed below.

This discussion does not address the tax treatment of Arbe Ordinary Shares or Arbe Warrants to be issued to holders of outstanding Arbe Preferred Shares in connection with the Merger. This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•        banks, insurance companies, and certain other financial institutions;

•        regulated investment companies and real estate investment trusts;

•        brokers, dealers, or traders in securities;

•        traders in securities that elect to mark to market;

•        tax-exempt organizations or governmental organizations;

•        U.S. expatriates and former citizens or long-term residents of the U.S.;

•        persons holding ITAC securities or Arbe Ordinary Shares and/or Arbe Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated or similar transaction;

•        persons subject to special tax accounting rules as a result of any item of gross income with respect to ITAC securities or Arbe Ordinary Shares and/or Arbe Warrants, as the case may be, being taken into account in an applicable financial statement;

•        persons that actually or constructively own 5% or more (by vote or value) of the outstanding ITAC Common Stock or, after the Merger, the issued Arbe Ordinary Shares;

•        founders, sponsors, officers or directors of ITAC or holders of private placement warrants;

•        “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax (and their shareholders);

•        S corporations, partnerships, or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

•        U.S. Holders having a functional currency other than the U.S. dollar;

•        persons who hold or received ITAC securities or Arbe Ordinary Shares and/or Arbe Warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and

•        tax-qualified retirement plans.

In addition, this summary does not address any tax consequences to investors that directly or indirectly hold equity interests in Arbe prior to the Merger, including holders of ITAC securities that also hold, directly or indirectly, equity interests in Arbe. With respect to the consequences of holding Arbe Ordinary Shares, this discussion is limited to holders who acquire such Arbe Ordinary Shares in connection with the Merger or as a result of the exercise of an Arbe Warrant. With respect to the consequences of holding Arbe Warrants, this discussion is limited to holders who held ITAC Warrants prior to and through the Merger.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ITAC securities, Arbe Ordinary Shares and/or Arbe Warrants, the tax treatment of an owner of such entity will depend on the status of the owner or participant in the arrangement, the activities of the entity or arrangement, and certain determinations made at the owner or participant level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

For purposes of this discussion, because any ITAC Unit consisting of one share of ITAC Common Stock and one-half of one ITAC Warrant is separable at the option of the holder, ITAC is treating any share of ITAC Common Stock and portion of one ITAC Warrant held by a holder in the form of a single ITAC Unit as separate instruments and is assuming that the ITAC Unit itself will not be treated as an integrated instrument. Under this treatment the separation of an ITAC Unit prior to or in connection with the consummation of the Merger generally would not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of ITAC Units and ITAC securities are urged to consult their tax advisors concerning the U.S. federal, state, local, and foreign tax consequences of the transactions contemplated by the Merger (including any redemption of ITAC Common Stock for cash) with respect to any ITAC securities held through an ITAC Unit (including alternative characterizations of an ITAC Unit).

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of shares of ITAC securities, Arbe Ordinary Shares and/or Arbe Warrants, as the case may be, that is for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the U.S.;

•        a corporation (or other entity taxable as a corporation) created or organized in, or under the laws of, the U.S., any state thereof, or the District of Columbia;

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•        a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGER AND THE U.S. FEDERAL INCOME TAX TREATMENT TO HOLDERS OF ITAC UNITS OR ITAC SECURITIES DEPEND IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE MERGER, THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO ITAC COMMON STOCK, AND THE OWNERSHIP AND DISPOSITION OF ARBE ORDINARY SHARES AND/OR ARBE WARRANTS TO ANY PARTICULAR HOLDER WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF THE MERGER, THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO ITAC COMMON STOCK, AND THE OWNERSHIP AND DISPOSITION OF ARBE ORDINARY SHARES AND/OR ARBE WARRANTS.

U.S. Federal Income Tax Treatment of Arbe

Tax Residence of Arbe for U.S. Federal Income Tax Purposes

Although Arbe is incorporated and tax resident in Israel, following the closing of the Merger the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation if it is created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia. Because Arbe is not so created or organized (but is instead incorporated only in Israel), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. “domestic” corporation) under these rules. Section 7874 of the Code provides an exception under which a corporation created or organized only under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. The Section 7874 rules are complex and require analysis of all relevant facts, and there is limited guidance and significant uncertainties as to their application.

Under Code Section 7874, a corporation created or organized outside the U.S. (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (i) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (ii) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Section 7874 Percentage”), and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of creation or organization relative to such expanded affiliated group’s worldwide activities (the “Substantial Business Activities Exception”). In order to satisfy the Substantial Business Activities Exception, at least 25% of the employees (by headcount and compensation), real and tangible assets, and gross income of the foreign acquiring corporation’s “expanded affiliated group” must be based, incurred, located, and derived, respectively, in the country in which the foreign acquiring corporation is created or organized. The Section 7874 Regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations for purposes of Code Section 7874 that are made as part of a plan or made over a 36-month period, making it more likely that Code Section 7874 will apply to a foreign acquiring corporation.

Arbe will indirectly acquire substantially all of the assets of ITAC through the Merger. As a result, Section 7874 of the Code may apply to cause Arbe to be treated as a U.S. corporation for U.S. federal income tax purposes following the Merger depending on whether the Section 7874 Percentage equals or exceeds 80%, subject to the applicability of the Substantial Business Activities Exception.

Based upon the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Section 7874 Regulations, and certain factual assumptions, ITAC and Arbe currently expect that the Section 7874 Percentage of ITAC stockholders in Arbe should be less than 80% after the Merger. Accordingly, Arbe is not expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex, is subject to detailed regulations (the application of which is uncertain in various respects and could be impacted by changes in U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 80% must be finally determined after completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. Moreover, former holders of ITAC Common Stock may be deemed to own an amount of Arbe Ordinary Shares in respect to certain redemptions by former holders of ITAC Common Stock prior to the Merger for purposes of determining the ownership percentage of former holders of ITAC Common Stock under Section 7874 of the Code. Accordingly, there can be no assurance that the IRS will not challenge the status of Arbe as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Code Section 7874 Arbe’s status as a foreign corporation for U.S. federal income tax purposes, Arbe and certain Arbe shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on Arbe and future withholding taxes on certain Arbe shareholders. In particular, holders of Arbe Ordinary Shares and/or Arbe Warrants would be treated as holders of stock and warrants of a U.S. corporation.

However, even if the Section 7874 Percentage was such that Arbe were still respected as a foreign corporation under Code Section 7874, Arbe may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If Arbe were to be treated as acquiring substantially all of the assets of a

U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations would exclude certain shares of Arbe attributable to the Merger for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Code Section 7874 would apply to such subsequent acquisition.

The remainder of this discussion assumes that Arbe will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

Utilization of ITAC’s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe’s Shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. Specifically, Code Section 7874 can apply in this manner if (i) the foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, (ii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, and (iii) the foreign corporation’s “expanded affiliated group” does not meet the Substantial Business Activities Exception.

Based upon the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations, and certain factual assumptions, ITAC and Arbe currently expect that the Section 7874 Percentage should be less than 60% after the Merger. Accordingly, the limitations and other rules described above are not expected to apply to Arbe or ITAC after the Merger.

If the Section 7874 Percentage applicable to the Merger is at least 60% but less than 80%, Arbe and certain of Arbe’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates, and the requirement that any U.S. corporation owned by Arbe include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation at a rate of 20%. However, as a blank check company whose assets are primarily comprised of cash and cash equivalents, it is not expected that ITAC will have a significant amount of inversion gain as a result of the Merger.

The determination that the Section 7874 Percentage should be less than 60% after the Merger is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in tax laws and regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 60% must be finally determined after completion of the Merger, by which time there could be adverse changes to the relevant facts and circumstances. There can be no assurance that the IRS will not challenge whether Arbe is subject to the above rules or that such a challenge would not be sustained by a court. If the IRS successfully applied these rules to Arbe, significant adverse tax consequences could result for Arbe and for certain Arbe shareholders, including a higher effective corporate tax rate on Arbe U.S. Holders.

U.S. Federal Income Tax Considerations of the Merger

Tax Consequences of the Merger Under Section 368(a) of the Code

The parties to the Merger have structured it to meet the relevant requirements provided in U.S. tax law to qualify the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code (a “reorganization”). However, since there is currently insufficient authority from the Internal Revenue Service that is factually on point with the Merger regarding satisfaction of all of the requirements under U.S. tax law allowing such tax-free treatment, the parties to the Merger can provide no assurance that treatment as a tax-free reorganization will result for the exchanging stockholders.

If the Merger qualifies as a reorganization, then the Merger will have the material tax consequences described in the remainder of this paragraph. The Merger is not expected to result in gain being recognized by U.S. Holders of ITAC Common Stock and/or ITAC Warrants immediately prior to the Effective Time (other than possibly with respect to any

such holder that would own, actually or constructively, 5% or more (by vote or value) of the outstanding shares of Arbe Ordinary Shares immediately after the Merger) (together, the “Intended Tax Treatment”), as discussed below under “Tax Consequences of the Merger Under Section 367(a) of the Code”. Subject to the discussion of Code Section 367, below, a U.S. Holder’s initial tax basis in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger will equal the tax basis of the ITAC securities exchanged therefor. Subject to the discussion of Code Section 367, below, a U.S. Holder’s holding period in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger will include the holding period for the ITAC securities surrendered in exchange therefor. The parties intend to report the Merger in a manner consistent with the Intended Tax Treatment.

To qualify as a reorganization, a transaction must satisfy certain requirements, including, among others, that the acquiring corporation (or, in the case of certain reorganizations structured similarly to the Merger, its corporate parent) continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of Treasury regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation with investment-type assets, such as ITAC, the qualification of the Merger as a reorganization is not free from doubt, since the Department of Treasury and Internal Revenue Service have never issue guidance or other authority that is factually on point with the present transaction. As a result, neither ITAC’s nor Arbe’s counsel is able to opine as to whether the Merger will qualify as a reorganization. Moreover, the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify as a reorganization, and neither ITAC nor Arbe intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Merger. Accordingly, no assurance can be given that the IRS will not challenge the Merger’s qualification as a reorganization or that a court will not sustain such a challenge by the IRS. U.S. Holders of ITAC securities are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the Merger, including with respect to its qualification as a “reorganization.”

If, at the Effective Time, any requirement for the application of Code Section 368(a) is not met, a U.S. Holder of ITAC securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value as of the closing date of the Merger of Arbe Ordinary Shares and/or Arbe Warrants received by such holder in the Merger over such holder’s adjusted tax basis in the ITAC securities surrendered by such holder in the Merger. Any gain or loss so recognized would generally be long-term capital gain or loss if the U.S. Holder had held the ITAC securities for more than one year (or short-term capital gain otherwise). Long-term capital gains of non-corporate U.S. Holders (including individuals) currently are eligible for preferential U.S. federal income tax rates. However, the deductibility of capital losses is subject to limitations. A U.S. Holder’s initial tax basis in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger will equal the fair market value of such stock or warrants upon receipt. A U.S. Holder’s holding period in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger, if any, will begin on the day following the closing date of the Merger and would not include the holding period for the ITAC securities surrendered in exchange therefor.

Tax Consequences of the Merger Under Section 367(a) of the Code

Section 367(a) of the Code and the Treasury regulations promulgated thereunder provide that, where a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a foreign corporation in a transaction that qualifies as a reorganization, the U.S. person is required to recognize any gain (but not loss) realized on such exchange unless certain additional requirements are satisfied.

In general, for the Merger to meet these additional requirements, certain reporting requirements must be satisfied and (i) no more than 50% of both the total voting power and the total value of the stock of the transferee foreign corporation is received, in the aggregate, by the “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) in the transaction; (ii) no more than 50% of each of the total voting power and the total value of the stock of the transferee foreign corporation is owned, in the aggregate, immediately after the transaction by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferred U.S. corporation; and (iii) the “active trade or business test” as defined in Treasury regulations Section 1.367(a)-3(c)(3) must be satisfied. Conditions (i), (ii), and (iii) are expected to be met, and, as a result, the Merger is expected to satisfy the applicable requirements under Section 367(a) of the Code on account of such conditions. Accordingly, it is intended that the Merger does not result in gain recognition by a U.S. Holder exchanging ITAC Common Stock for Arbe Ordinary Shares so long as either (A) the U.S. Holder is not a

“five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferee foreign corporation (by total voting power or by total value) or (B) the U.S. Holder is a “five-percent transferee shareholder” of the transferee foreign corporation and enters into an agreement with the IRS to recognize gain under certain circumstances. All U.S. Holders of ITAC Securities that will own 5% or more of either the total voting power or the total value of the outstanding shares of Arbe after the Merger (taking into account, for this purpose, ownership of Arbe Ordinary Shares acquired in connection with the Merger and any Arbe Ordinary Shares not acquired in connection with the Merger) may want to enter into a valid “gain recognition agreement” under applicable Treasury regulations and are strongly urged to consult their own tax advisors to determine the particular consequences to them of the Merger.

Whether the requirements described above are met will depend on facts existing at the Effective Time, and the closing of the Merger is not conditioned upon the receipt of an opinion of counsel or ruling from the IRS that the Merger will not result in gain being recognized by U.S. Holders of ITAC securities under Section 367(a) of the Code. In addition, no assurance can be given that the IRS will not challenge the satisfaction of the relevant requirements under Section 367(a) of the Code and the Treasury regulations promulgated thereunder with respect to the Merger or that a court would not sustain such a challenge.

If the Merger does meet the requirements of Section 368(a) of the Code but, at the Effective Time, any requirement for Section 367(a) of the Code not to impose gain on a U.S. Holder is not satisfied, then a U.S. Holder of ITAC securities generally would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the Merger of the Arbe Ordinary Shares and/or Arbe Warrants received by such holder in the Merger over such U.S. Holder’s tax basis in the ITAC securities surrendered by such U.S. Holder in the Merger. Any gain so recognized would generally be long-term capital gain if the U.S. Holder had held the ITAC securities for more than one year at the Effective Time (or short-term capital gain otherwise). Long-term capital gain of non-corporate U.S. Holders (including individuals) currently is eligible for preferential U.S. federal income tax rates. A U.S. Holder’s initial tax basis in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger will equal the fair market value of such stock or warrants upon receipt. A U.S. Holder’s holding period in the Arbe Ordinary Shares and/or Arbe Warrants received in the Merger may not include the holding period for the ITAC securities surrendered in exchange therefor. In such case, the holding period will begin on the day following the closing date of the Merger.

The rules dealing with Section 367(a) of the Code discussed above are very complex and are affected by various factors in addition to those described above. Accordingly, you are strongly urged to consult your tax advisor concerning the application of these rules to your exchange of ITAC securities under your particular circumstances, including whether you will be a five-percent transferee shareholder and the possibility of entering into a “gain recognition agreement” under applicable Treasury regulations.

U.S. Holders exchanging ITAC Securities for Arbe Ordinary Shares and/or Arbe Warrants

If the Merger qualifies as a reorganization under Section 368(a) of the Code and is not taxable under Section 367(a) of the Code, as is intended by the parties, a U.S. Holder generally would not recognize gain or loss if, pursuant to the Merger, the U.S. Holder either (i) exchanges only ITAC Common Stock (but not ITAC Warrants) for Arbe Ordinary Shares, (ii) exchanges ITAC Warrants for Arbe Warrants, or (iii) both exchanges ITAC Common Stock for Arbe Ordinary Shares and exchanges its ITAC Warrants for Arbe Warrants.

In such a case, the aggregate tax basis of the Arbe Ordinary Shares received by a U.S. Holder in the Merger should be equal to the aggregate adjusted tax basis of ITAC Common Stock surrendered in exchange therefor. The tax basis in an Arbe Warrant received by a U.S. Holder in the Merger should be equal to the adjusted tax basis of the ITAC Warrant exchanged therefor. The holding period of the Arbe Ordinary Shares and/or Arbe Warrants received by a U.S. Holder in the Merger should include the period during which the ITAC Common Stock and/or ITAC Warrants exchanged therefor were held by such U.S. Holder. It is unclear whether the redemption rights with respect to the ITAC Common Stock may suspend the running of the applicable holding period for this purpose.

U.S. Holders Exercising Redemption Rights with Respect to ITAC Common Stock

In the event that a U.S. Holder’s shares of ITAC Common Stock are redeemed for cash pursuant to the redemption provisions described herein, the treatment of such redemption for U.S. federal income tax purposes will depend on

whether the redemption qualifies as a sale of stock under Section 302 of the Code. Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of ITAC Common Stock treated as held by the U.S. Holder relative to all of the shares of ITAC Common Stock outstanding both before and after the redemption.

The redemption of ITAC Common Stock generally will be treated as a sale of stock (rather than as a corporate distribution) if the redemption (i) results in a “complete termination” of the U.S. Holder’s interest in ITAC, (ii) is “substantially disproportionate” with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder generally should take into account not only ITAC Common Stock actually owned by such U.S. Holder but also ITAC Common Stock constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include ITAC Common Stock or Arbe Ordinary Shares which could be directly or constructively acquired pursuant to the exercise of ITAC Warrants or Arbe Warrants.

There will be a complete termination of a U.S. Holder’s interest if either (i) all of ITAC Common Stock actually and constructively owned by the U.S. Holder is redeemed or (ii) all of ITAC Common Stock actually owned by the U.S. Holder is redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares. In order to meet the “substantially disproportionate” test, the percentage of outstanding voting stock actually or constructively owned by a U.S. Holder immediately following the redemption generally must be less than (a) 80% of the percentage of outstanding voting stock actually or constructively owned by such U.S. Holder immediately prior to the redemption and (b) 50% of the total combined voting power of ITAC Common Stock. The redemption of ITAC Common Stock will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in ITAC. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in ITAC will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult with their tax advisors as to the tax consequences of a redemption.

If the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder would generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of ITAC Common Stock redeemed. Such gain or loss generally would be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. Holder’s tax basis in such holder’s ITAC Common Stock generally will equal the cost of such shares.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s ITAC Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of ITAC Common Stock.

Amounts treated as dividends that ITAC pays to a U.S. Holder that is treated a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, amounts treated as dividends that ITAC pays to a non-corporate U.S. Holder may be taxed as “qualified dividend income” at the preferential tax rate accorded to long-term capital gains. It is unclear whether the redemption rights described herein with respect to the ITAC Common Stock may have suspended the running of the applicable holding period for these purposes. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount and non-corporate U.S. Holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to “qualified dividend income.”

After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed ITAC Common Stock will be added to the U.S. Holder’s adjusted tax basis in its remaining ITAC Common Stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its ITAC Warrants or possibly in other shares of ITAC Common Stock constructively owned by it.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders

Distributions on Arbe Ordinary Shares

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” if Arbe makes distributions of cash or property on the Arbe Ordinary Shares, such distributions will be treated first as a dividend to the extent of Arbe’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder’s tax basis, with any excess treated as gain from the sale or exchange of the shares. The amount of any such distribution will include any amounts withheld by Arbe (or another applicable withholding agent). If Arbe does not provide calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Subject to the discussions above under “— Utilization of ITAC’s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe’s Shareholders” and below under “— Passive Foreign Investment Company Rules,” dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains rate, provided that:

•        either (a) the shares are readily tradable on an established securities market in the U.S. or (b) Arbe is eligible for the benefits of a qualifying income tax treaty with the U.S. that includes an exchange of information program;

•        Arbe is neither a PFIC (as discussed below under below under “— Passive Foreign Investment Company Rules”) nor treated as such with respect to the U.S. Holder for Arbe’s taxable year in which the dividend is paid or the preceding taxable year;

•        the U.S. Holder satisfies certain holding period requirements;

•        the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property; and

•        the taxpayer does not take the dividends into account as investment income under Code Section 163(d)(4)(B).

There can be no assurances that Arbe will be eligible for benefits of an applicable comprehensive income tax treaty between the U.S. and Israel. In addition, there also can be no assurance that Arbe Ordinary Shares will be considered “readily tradable” on an established securities market in accordance with applicable legal authorities. Furthermore, Arbe will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See “— Passive Foreign Investment Company Rules.” U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to Arbe Ordinary Shares.

The amount of any dividend distribution paid in foreign currency will be the U.S. dollar amount calculated by reference to the applicable exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Subject to certain exceptions, dividends on Arbe Ordinary Shares will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by Arbe with respect to the Arbe Ordinary Shares generally will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” The

rules governing foreign tax credits are complex and U.S. Holders are urged to consult their tax advisors regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, a U.S. Holder may, in certain circumstances, deduct foreign taxes in computing the holder’s taxable income, subject to generally applicable limitations under U.S. law. Generally, an election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Sale, Exchange, Redemption or Other Taxable Disposition of Arbe Ordinary Shares and Arbe Warrants

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Arbe Ordinary Shares or Arbe Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such shares and/or warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Arbe Ordinary Shares or Arbe Warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the Arbe Ordinary Shares and/or Arbe Warrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations.

Any such gain or loss recognized generally will be treated as U.S. source income or loss. Accordingly, in the event any Israeli tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. Holder may not be able to utilize foreign tax credits unless such holder has foreign source income or gain in the same category from other sources. Moreover, there are special rules under the income tax treaty between the U.S. and Israel (the “Treaty”), which may impact a U.S. Holder’s ability to claim a foreign tax credit. U.S. Holders are urged to consult their tax advisor regarding the ability to claim a foreign tax credit and the application of the Treaty to such U.S. Holder’s particular circumstances.

Exercise, Lapse, or Redemption of an Arbe Warrant

Subject to the PFIC rules discussed below, a U.S. Holder generally will not recognize gain or loss upon the acquisition of an Arbe ordinary share on the exercise of an Arbe Warrant for cash. A U.S. Holder’s tax basis in an Arbe Ordinary Shares received upon exercise of the Arbe Warrant generally should be an amount equal to the sum of the U.S. Holder’s tax basis in the ITAC Warrant exchanged therefor (assuming the Merger is not a taxable transaction, as discussed above) and the exercise price. The U.S. Holder’s holding period for an Arbe Ordinary Share received upon exercise of the Arbe Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Arbe Warrant and will not include the period during which the U.S. Holder held the Arbe Warrant. If an Arbe Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Arbe Warrant.

The tax consequences of a cashless exercise of an Arbe Warrant are not clear under current tax law. Subject to the PFIC rules discussed below, a cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-deferred situation, a U.S. Holder’s basis in the Arbe Ordinary Shares received generally would equal the U.S. Holder’s basis in the Arbe Warrants exercised therefor. If the cashless exercise is not treated as a gain realization event, a U.S. Holder’s holding period in the Arbe Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Arbe Warrants and will not include the period during which the U.S. Holder held the Arbe Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Arbe Ordinary Shares would include the holding period of the Arbe Warrants exercised therefor.

It is also possible that a cashless exercise of an Arbe Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “— Sale, Exchange, Redemption or Other Taxable Disposition of Arbe Ordinary Shares and Arbe Warrants.” In such event, a U.S. Holder could be deemed to have surrendered warrants equal to the number of Arbe Ordinary Shares having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss with respect to the Arbe Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair market value of the Arbe Ordinary Shares that would have been received in a regular exercise of the Arbe Warrants deemed surrendered, net of the aggregate exercise price of such Arbe Warrants and (ii) the U.S. Holder’s tax basis in such Arbe Warrants. In this case, a U.S. Holder’s aggregate tax basis in the Arbe Ordinary Shares received would equal the sum of (i) U.S. Holder’s tax basis in the Arbe Warrants deemed exercised and (ii) the aggregate exercise price of such Arbe Warrants. A U.S. Holder’s holding period for the Arbe Ordinary Shares received in such case generally would commence on the date following the date of exercise (or possibly the date of exercise) of the Arbe Warrants and will not include the period during which the U.S. Holder held the Arbe Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, including when a U.S. Holder’s holding period would commence with respect to the Arbe Ordinary Share received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Arbe Warrants.

Subject to the PFIC rules described below, if Arbe redeems Arbe Warrants for cash pursuant to the redemption provisions described in the section of this registration statement entitled “— Description of Arbe Warrants ” or if Arbe purchases Arbe Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “— Sale, Exchange, Redemption or Other Taxable Disposition of Arbe Ordinary Shares and Arbe Warrants.”

Possible Constructive Distributions

The terms of each Arbe Warrant provide for an adjustment to the number of Arbe Ordinary Shares for which the Arbe Warrant may be exercised or to the exercise price of the Arbe Warrant in certain events, as discussed in the section of this registration statement captioned “Description of Arbe Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. A U.S. Holder of an Arbe Warrant would, however, be treated as receiving a constructive distribution from Arbe if, for example, the adjustment increases the holder’s proportionate interest in Arbe’s assets or earnings and profits (for instance, through an increase in the number of Arbe Ordinary Shares that would be obtained upon exercise of such warrant) as a result of a distribution of cash or other property such as other securities to the holders of the Arbe Ordinary Shares which is taxable to the U.S. Holders of such shares as described under “— Distributions on Arbe Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of such Arbe Warrant received a cash distribution from Arbe equal to the fair market value of such increase in interest.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of the Arbe Ordinary Shares and Arbe Warrants could be materially different from that described above, if Arbe is treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes. An entity treated as a foreign corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either:

•        at least 75% of its gross income for such year is passive income (such as interest, dividends, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income); or

•        at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.

For this purpose, Arbe will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which Arbe own, directly or indirectly, 25% or more (by value) of the stock.

Based on the current and anticipated composition of the income, assets and operations of Arbe and its subsidiaries, Arbe does not believe it will be treated as a PFIC for U.S. federal income tax purposes for its current taxable year, which includes the Merger, and does not expect to become one for U.S. federal income tax purposes in the near future,

Nevertheless, whether Arbe is treated as a PFIC is determined on an annual basis. The determination of whether a non-U.S. corporation is a PFIC is a factual determination that depends on, among other things, the composition of Arbe’s income and assets, and the market value of its shares and assets, including the composition of income and assets and the market value of shares and assets of its subsidiaries, from time to time, and thus the determination can only be made annually after the close of each taxable year. Thus, no assurance can be given as to whether Arbe will be a PFIC in 2021 or for any future taxable year. In addition, neither ITAC’s nor Arbe’s respective U.S. counsel expresses any opinion with respect to Arbe’s PFIC status for 2021 or future taxable years.

Under the PFIC rules, if Arbe were considered a PFIC at any time that a U.S. Holder owns Arbe Ordinary Shares or Arbe Warrants, Arbe would generally continue to be treated as a PFIC with respect to such holder in a particular year unless (i) Arbe has ceased to be a PFIC and (ii) (a) the U.S. Holder has made a valid “QEF election” (as described

below) for the first taxable year in which the holder owned such holder’s Arbe Ordinary Shares in which Arbe was a PFIC, (b) a valid mark-to-market election (as described below) is in effect for the particular year, or (c) the U.S. Holder has made a “deemed sale” election under the PFIC rules. If such a “deemed sale” election is made, a U.S. Holder will be deemed to have sold its Arbe Ordinary Shares at their fair market value on the last day of the last taxable year in which Arbe is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the “deemed sale” election, the Arbe Ordinary Shares with respect to which the “deemed sale” election was made will not be treated as shares in a PFIC unless Arbe subsequently becomes a PFIC.

For each taxable year that Arbe is treated as a PFIC with respect to a U.S. Holder’s Arbe Ordinary Shares or Arbe Warrants, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” (as defined below) received and any gain realized from a sale or disposition (including a pledge of Arbe Ordinary Shares and under proposed regulations transfers of Arbe Warrants and certain transfers of Arbe Ordinary Shares that would otherwise qualify as nonrecognition transactions for U.S. federal income tax purposes) of its Arbe Ordinary Shares or Arbe Warrants (collectively the “excess distribution rules”), unless, with respect to the Arbe Ordinary Shares, the U.S. Holder makes a valid QEF or mark-to-market election as discussed below. Generally, distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received by such U.S. Holder during the shorter of the three preceding taxable years or the portion of such U.S. Holder’s holding period for the Arbe Ordinary Shares or Arbe Warrants that preceded the taxable year of the distribution will be treated as excess distributions. Under these special tax rules:

•        the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the Arbe Ordinary Shares or Arbe Warrants;

•        the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution or to the period in the U.S. Holder’s holding period before the first day of Arbe’s first taxable year in which Arbe is a PFIC, will be treated as ordinary income; and

•        the amount allocated to each other taxable year (or portions thereof) of the U.S. Holder and included in such holder’s holding period will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year without regard to the U.S. Holder’s other items of income and loss for such year; and

•        the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the resulting tax attributable to each such year.

Under the excess distribution rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the Arbe Ordinary Shares or Arbe Warrants cannot be treated as capital gains, even though the U.S. Holder holds the Arbe Ordinary Shares or Arbe Warrants as capital assets.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which Arbe may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that Arbe does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of Arbe’s subsidiaries.

If Arbe is a PFIC, a U.S. Holder of shares in Arbe may avoid taxation under the excess distribution rules described above in respect to the Arbe Ordinary Shares by making a timely and valid “qualified electing fund” (“QEF”) election (if eligible to do so). However, a U.S. Holder may make a QEF election with respect to its Arbe Ordinary Shares only if Arbe provides U.S. Holders on an annual basis with certain financial information specified under applicable U.S. Treasury regulations, including the information provided in a PFIC Annual Information Statement. There can be no assurance, however, that Arbe will have timely knowledge of its status as a PFIC in the future or that Arbe will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination of a U.S. Holder’s prior QEF election.

A U.S. Holder that makes a QEF election with respect to its Arbe Ordinary Shares would generally be required to include in income for each year that Arbe is treated as a PFIC the U.S. Holder’s pro rata share of Arbe’s ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would

be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the Arbe Ordinary Shares. Any net deficits or net capital losses of Arbe for a taxable year, however, would not be passed through and included on the tax return of the U.S. Holder. A U.S. Holder’s basis in the Arbe Ordinary Shares would be increased by the amount of income inclusions under the QEF rules. Dividends actually paid on the Arbe Ordinary Shares generally would not be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. Holder’s basis in the Arbe Ordinary Shares by a corresponding amount. If Arbe owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to Arbe’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that Arbe will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, Arbe may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance Arbe will be able to cause the Lower-Tier PFIC to provide such required information.

If a U.S. Holder does not make a QEF election effective from the first taxable year of a U.S. Holder’s holding period for the Arbe Ordinary Shares in which Arbe is a PFIC (or a mark-to-market election, as discussed below), then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the excess distribution rules to its Arbe Ordinary Shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the Arbe Ordinary Shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the excess distribution rules described above. As a result of the “deemed sale” election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the Arbe Ordinary Shares.

It is not entirely clear how various aspects of the PFIC rules apply to the Arbe Warrants. However, a U.S. Holder may not be eligible to make a QEF election with respect to its Arbe Warrants. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and Arbe was a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally will be treated as an excess distribution, taxed as described above.

If a U.S. Holder that exercises such warrants properly makes and maintains a QEF election with respect to the newly acquired Arbe Ordinary Shares (or has previously made a QEF election with respect to the Arbe Ordinary Shares), the QEF election will apply to the newly acquired Arbe Ordinary Shares. Notwithstanding such QEF election, the rules relating to “excess distributions” discussed above, adjusted to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired Arbe Ordinary Shares (which under proposed regulations will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the Arbe Warrants), unless the U.S. Holder makes a “deemed sale” election under the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing “deemed sale” elections to their particular circumstances.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder that is eligible to make a QEF election with respect to its Arbe Ordinary Shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder’s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

Alternatively, if Arbe is a PFIC and Arbe Ordinary Shares constitute “marketable stock” (as defined below), a U.S. Holder may make a mark-to-market election for such holder’s Arbe Ordinary Shares with respect to such shares for the first taxable year in which it holds (or is deemed to hold) Arbe Ordinary Shares and each subsequent taxable year to elect out of the excess distribution rules discussed above. If a U.S. Holder makes a mark-to-market election with respect to its Arbe Ordinary Shares, such U.S. Holder generally will include in income for each year that Arbe is treated as a PFIC with respect to such Arbe Ordinary Shares an amount equal to the excess, if any, of the fair market value of the Arbe Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the Arbe Ordinary Shares as of the beginning of such taxable year. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the Arbe Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the Arbe Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as

well as gain on the actual sale or other disposition of the Arbe Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the Arbe Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the Arbe Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such Arbe Ordinary Shares previously included in income. A U.S. Holder’s basis in the Arbe Ordinary Shares will be adjusted to reflect any mark-to-market gain or loss. If a U.S. Holder makes a mark-to-market election, any distributions Arbe makes would generally be subject to the rules discussed above under “— Distributions on Arbe Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply. Currently, U.S. Holders of Arbe Warrants may not be able to make a mark-to-market election with respect to their Arbe Warrants.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. The Arbe Ordinary Shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that Arbe Ordinary Shares will be “regularly traded” for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless Arbe Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the excess distribution rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for Arbe Ordinary Shares.

If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder’s holding period for the Arbe Ordinary Shares in which Arbe is a PFIC, then the U.S. Holder generally will remain subject to the excess distribution rules. A U.S. Holder that first makes a mark-to-market election with respect to the Arbe Ordinary Shares in a later year will continue to be subject to the excess distribution rules during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the excess distribution rules generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to such holder’s Arbe Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective.

U.S. Holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.

A U.S. Holder of a PFIC may be required to file an IRS Form 8621 on an annual basis and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS. U.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them if Arbe is a PFIC.

The rules dealing with PFICs and with the QEF, “deemed sale,” and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances.

Non-U.S. Holders

The section applies to Non-U.S. Holders of Arbe Ordinary Shares and Arbe Warrants. For purposes of this discussion, a Non-U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Arbe Ordinary Shares or Arbe Warrants that is for U.S. federal income tax purposes not a U.S. Holder, including:

•        a nonresident alien individual, other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates;

•        a foreign corporation; or

•        a foreign estate or trust;

but generally does not include a beneficial owner who has been or is engaged in the conduct of a trade or business within the U.S. or an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition of Arbe Ordinary Shares or Arbe Warrants (except to the extent discussed below). If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of exercising redemption rights with respect to ITAC Common Stock or the ownership and disposition of Arbe Ordinary Shares or Arbe Warrants.

Non-U.S. Holders Exercising Redemption Rights with Respect to ITAC Common Stock

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s ITAC Common Stock generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s ITAC Common Stock, as described above under “— U.S. Holders Exercising Redemption Rights with Respect to ITAC Common Stock.”

Subject to the discussion below concerning backup withholding, if such a redemption qualifies as a sale of the ITAC Common Stock, any redeeming Non-U.S. Holder will generally not be subject to U.S. federal income tax or withholding tax on any gain recognized as a result of the redemption or be able to utilize a loss in computing U.S. federal income tax liability unless one of the exceptions described below under “— U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to Non-U.S. Holders” applies in respect of gain from the disposition of ITAC Common Stock. Moreover, redeeming Non-U.S. Holders may be subject to U.S. federal income tax on any gain recognized as a result of the redemption if ITAC Common Stock constitutes a U.S. real property interest by reason of ITAC’s status as a U.S. real property holding corporation for U.S. federal income tax purposes. ITAC believes that it is not and has not been at any time since its formation a U.S. real property holding corporation.

If a Non-U.S. Holder receives cash for ITAC Common Stock, and the redemption is treated as a corporate distribution (rather than a sale of stock under Section 302 of the Code), the Non-U.S. Holder will be subject to a 30% withholding tax (unless otherwise reduced by an applicable income tax treaty and the Non-U.S. Holder provides a proper certificate of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable)) on the gross amount of the distribution to the extent the distribution is paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles, and treated as dividends, provided such dividends are not effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the U.S. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its ITAC Common Stock and then, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such ITAC Common Stock, which will be treated as described in the paragraph immediately above. A redemption treated as a dividend by ITAC to a Non-U.S. Holder that is effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder in the U.S.) will generally not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same corporate or graduated individual rates applicable to U.S. Holders (together with branch profits tax, at a 30% rate, or such lower rate specified by an applicable tax treaty, as adjusted for certain items, if such Non-U.S. Holder is a corporation).

IF YOU ARE A NON-U.S. HOLDER OF ITAC COMMON STOCK CONTEMPLATING EXERCISE OF YOUR REDEMPTION RIGHTS, WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to Non-U.S. Holders

Subject to the discussion below concerning backup withholding, any (i) dividends of cash or property (including constructive distributions treated as dividends as further described under the heading “U.S. Holders — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders — Possible Constructive Distributions”) paid or deemed paid to a Non-U.S. Holder in respect of Arbe Ordinary Shares or (ii) gain realized upon the sale or other taxable disposition of Arbe Ordinary Shares and/or Arbe Warrants by a Non-U.S. Holder generally will not be subject to U.S. federal income taxation or withholding tax unless:

•        the gain or dividend is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or a “fixed base” in the United States to which such gain is attributable); or

•        in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Gain or distributions described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of an Arbe Warrant, or the lapse of an Arbe Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of an Arbe Warrant by a U.S. Holder, as described under “U.S. Holders — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders — Exercise, Lapse or Redemption of an Arbe Warrant” above, although to the extent a cashless exercise or lapse results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of the Arbe Ordinary Shares and Arbe Warrants.

The characterization for U.S. federal income tax purposes of the redemption of the Non-U.S. Holder’s Arbe Warrants generally will correspond to the U.S. federal income tax treatment of such a redemption of a U.S. Holder’s warrants, as described under “U.S. Holders — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to U.S. Holders — Exercise, Lapse or Redemption of an Arbe Warrant” above, and the consequences of the redemption to the Non-U.S. Holder will be as described in the first paragraph above under the heading “— U.S. Federal Income Tax Consequences of the Ownership and Disposition of Arbe Ordinary Shares and Arbe Warrants to Non-U.S. Holders” based on such characterization.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Information reporting requirements may apply to cash received in redemption of ITAC Common Stock, dividends received by U.S. Holders of Arbe Ordinary Shares, and the proceeds received on the disposition of Arbe Ordinary Shares effected within the U.S. (and, in certain cases, outside the U.S.), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to ITAC Common Stock or Arbe Ordinary Shares and proceeds from the sale, exchange, redemption or other disposition of Arbe Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Information returns may be required to be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of, a Non-U.S. Holder’s disposition of ITAC securities or their Arbe Ordinary Shares, unless the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Dividends paid with respect to Arbe Ordinary Shares and proceeds from the sale of other disposition of Arbe Ordinary Shares received in the U.S. by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting

and backup withholding unless such Non-U.S. Holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO YOU DEPENDING UPON YOUR PARTICULAR SITUATION. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO YOU OF THE MERGER, THE EXERCISE OF YOUR REDEMPTION RIGHTS WITH RESPECT TO ITAC COMMON STOCK, AND OF THE OWNERSHIP AND DISPOSITION OF ARBE ORDINARY SHARES AND ARBE WARRANTS, AS APPLICABLE, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

MATERIAL ISRAELI TAX CONSIDERATIONS

The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership, and disposition of the Arbe ordinary shares. You should consult your own tax advisor concerning the tax consequences of your situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.

Israeli tax considerations

The following is a brief summary of certain material Israeli tax laws applicable to Arbe, and certain Israeli Government programs that may benefit Arbe. This section also contains a discussion of certain material Israeli tax consequences concerning the ownership and disposition of Arbe ordinary shares purchased by investors. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. To the extent that the discussion is based on tax legislation that has not yet been subject to judicial or administrative interpretation, Arbe cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. The discussion is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below, possibly with a retroactive effect.

THEREFORE, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.

General corporate tax structure in Israel

Israeli companies are generally subject to corporate tax at a flat rate. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) which reduced the corporate income tax rate from 25% to 24% effective from January 1, 2017, and to 23% effective from January 1, 2018 and thereafter. However, the effective tax rate payable by a company that derives income from an Approved Enterprise, a Preferred Enterprise, a Benefited Enterprise or a Technological Enterprise (as discussed below) may be considerably less. Capital gains derived by an Israeli company are generally subject to corporate tax rate.

Law for the Encouragement of Industry (Taxes), 5729-1969

The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies.” Arbe may qualify as an Industrial Company within the meaning of the Industry Encouragement Law.

The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident-company, of which 90% or more of its income in any tax year, other than income from certain government loans, capital gains, interest and dividends, is derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance. An “Industrial Enterprise” is defined as an enterprise whose principal activity in a given tax year is industrial production.

Following are the main tax benefits available to Industrial Companies:

•        Amortization of the cost of purchased patent, rights to use a patent and know-how, which are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised;

•        Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies;

•        Expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

Eligibility for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.

Tax benefits and grants for research and development

Israeli tax law allows, under certain conditions, a tax deduction for expenditures related to research and development, including capital expenditures, for the year in which such expenditures are incurred. Expenditures are deemed related to scientific research and development projects, if:

•        The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•        The research and development must be for the promotion of the company; and

•        The research and development are carried out by or on behalf of the company seeking such tax deduction.

The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Israeli Income Tax Ordinance (New Version) 5721-1961, or the Ordinance. Expenditures that are unqualified under the conditions above are deductible in equal amounts over three years.

From time to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of research and development expenses during the year incurred. There can be no assurance that such application will be accepted. If we will not be able to deduct research and development expenses during the year of the payment, we may be able to deduct research and development expenses in equal amounts over a period of three years commencing in the year of the payment of such expenses.

Law for the Encouragement of Capital Investments, 5719-1959

The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, referred to as an Approved Enterprise, a Beneficiary Enterprise, a Preferred Enterprise, a Preferred Technological Enterprise, or a Special Preferred Technological Enterprise, is entitled to benefits as discussed below. These benefits may include cash grants from the Israeli government and tax benefits, based upon, among other things, the geographic location of the facility in which the investment is made in Israel. In order to qualify for these incentives, Arbe is required to comply with the requirements of the Investment Law.

The Investment Law was significantly amended effective as of April 1, 2005 (the “2005 Amendment”), as of January 1, 2011 (the “2011 Amendment”) and as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force, but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011, were entitled to choose to continue and enjoy such benefits, provided that certain conditions are met, or instead elect, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.

Tax benefits under the 2011 Amendment

The 2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%, respectively, in 2017 and thereafter. Income derived by a Preferred Company from a “Special Preferred

Enterprise” (as such term is defined under the Investment Law) would be entitled, subject to certain conditions and during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone.

Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to tax at the following rates: (i) Israeli resident corporations — 0% (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals — 20% (iii) Non-Israeli residents (both individuals and corporations) — 20%, or a reduced tax rate as determined under the provisions of any applicable double tax treaty, when relevant.

The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period, as defined below), which may be reduced by applying in advance for a withholding tax certificate from the Israel Tax Authority. A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “Means of Control” of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or instructs a person who holds any of the aforesaid rights how to act, regardless of the source of such right.

The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.

New tax benefits under the 2017 Amendment that became effective on January 1, 2017

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016 and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a Preferred Company satisfying certain conditions will qualify as having a “Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological Income”, as defined under the Investment Law. The corporate tax rate is further reduced to 7.5% with respect to a Preferred Technological Enterprise located in “Development Zone A”. In addition, a Preferred Technological Company will enjoy a reduced corporate tax rate of 12% on capital gains derived from the sale of certain “Benefitted Intangible Assets” (as defined under the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017, for at least NIS 200 million, and the sale receives a prior approval from the Israel Innovation Authority.

The 2017 Amendment further provides that a Preferred Company satisfying certain conditions (including group consolidated revenues of at least NIS 10 billion) will qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 6% on capital gains derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received a prior approval from the Israel Innovation Authority. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, are generally subject to tax at the rate of 20% or a lower rate as may be provided in an applicable tax treaty.

The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period), which may be reduced by applying in advance for a withholding tax certificate from the Israel Tax Authority. In addition, if such dividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company, and other conditions are met, the withholding tax rate will be 4% (subject to the receipt of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate in advance). However, if such dividends are paid to an Israeli company, no tax is required to be withheld.

Arbe believes that it may be eligible to the tax benefits under the 2017 Amendment. This should be further examined when relevant.

Taxation of our shareholders

Capital Gains Tax on Sales of our Ordinary Shares

Israeli law generally imposes a capital gains tax on the sale of any capital assets by Israeli residents, as defined for Israeli tax purposes, and on the sale of capital assets located in Israel, including shares of Israeli companies, by both Israeli residents and non-Israeli residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The Ordinance distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the relevant asset’s purchase price attributable to an increase in the Israeli consumer price index, or a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary surplus is currently not subject to tax in Israel. The real gain is the excess of the total capital gain over the inflationary surplus.

Capital gains taxes applicable to non-Israeli resident shareholders

A non-Israeli resident that derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel, will be exempt from Israeli tax if, among other conditions, the shares were not held through a permanent establishment that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest more than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.

Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended (the “United States Israel Tax Treaty”), the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S. Israel Tax Treaty (a “U.S. Resident”) is generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting power during any part of the 12 month period preceding the disposition, subject to certain conditions; or (v) such U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of such shares by the U.S. Resident would be subject to tax in Israel (unless exempt under the Israeli domestic law as described above). Under the United States Israel Tax Treaty, the gain may be treated as foreign source income for United States foreign tax credit purposes, upon an election by the U.S. Resident, and such U.S. Resident may be permitted to claim a credit for such taxes against the United States federal income tax imposed on such sale, subject to the limitations under the United States federal income tax laws applicable to foreign tax credits. The United States Israel Tax Treaty does not provide such credit against any United States state or local taxes.

Regardless of whether shareholders may be liable for Israeli tax on the sale of our ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale (i.e., provide certificate of residency and other relevant documentation).

profits that we may distribute in a way that will reduce shareholders’ tax liability. Application for the reduced tax rate requires appropriate documentation to be presented and specific instruction received from the Israeli Tax Authorities to be followed. To the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will be required to comply with certain administrative procedures with the Israeli Tax Authorities in order to receive a refund of the excess tax withheld.

A foreign resident receiving dividend income from an Israeli company, from which the full tax was deducted, will generally be exempt from filing a tax return in Israel, unless liable to Surtax (see below) in accordance with section 121B of the Ordinance.

Dividend distribution by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise is subject to beneficial withholding tax rates. For a further discussion, see “Certain Material Israeli Tax Considerations — Law for the Encouragement of Capital Investments, 5719-1959 — New tax benefits under the 2017 Amendment that became effective on January 1, 2017.”

Surtax

Subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 3% on their annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 647,640 for 2021. This amount is linked to the annual change in the Israeli consumer price index.

Estate and Gift Tax

Israeli law presently does not impose estate tax or gift tax.

INFORMATION ABOUT ITAC

ITAC’s Organization

ITAC was incorporated on June 2, 2020 as a Delaware corporation, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. ITAC’s efforts to identify a prospective target business were not limited to any particular industry or geographic region. Prior to executing the Business Combination Agreement with Arbe, ITAC’s efforts were limited to organizational activities, completion of its initial public offering and the evaluation of possible business combinations.

The registration statement for ITAC’s IPO was declared effective on September 8, 2020. On September 11, 2020, ITAC consummated the IPO of 7,500,000 units, each unit comprised of one share of ITAC Class A Common Stock and one ITAC Public Warrant, at $10.00 per Unit, generating gross proceeds of $75,000,000.

Simultaneously with the closing of the IPO, ITAC consummated the sale of 3,075,000 ITAC Private Warrants at a price of $1.00 per ITAC Private Warrant in a private placement to the Sponsor, generating gross proceeds of $3,075,000

On October 13, 2020, ITAC consummated the sale of an additional 123,600 Units upon partial exercise of the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. In connection with the closing of the purchase of the over-allotment units, ITAC sold an additional 30,900 ITAC Private Warrants to the Sponsor at a price of $1.00 per ITAC Private Warrant, generating gross proceeds of $30,900. Following the closing of the over-allotment option, additional $1,248,360 was placed in Trust Account established in connection with the IPO.

In connection with ITAC’s organization, ITAC issued an aggregate of 2,156,250 Founder Shares to the Sponsor, for $25,000 in cash, of which up to 281,250 shares were subject to forfeiture to the extent that the underwriters do not exercise their overallotment option in full. As a result of the partial exercise of the underwriters’ over-allotment option, on October 13, 2020, the Sponsor forfeited 250,350 of the Founder Shares to ITAC for no consideration.

ITAC’s principal executive office is located at 5090 Richmond Ave, Suite 319, Houston, Texas 77056, and its telephone number is 713-599-1300. After the consummation of the Merger, ITAC’s principal executive office will be that of Arbe.

Trust Account

Following the closing of the IPO on September 11, 2020 and the sale of Over-allotment Units on October 13, 2020, an amount of $76,998,360 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO, the sale of the ITAC Private Warrants, and the sale of Over-allotment Units was placed in the Trust Account, which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by ITAC. Except with respect to interest earned on the funds held in the Trust Account that may be released to ITAC to pay its franchise and income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds will not be released from the Trust Account until the earliest of (a) the completion of ITAC’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Existing ITAC Charter, and (c) the redemption of ITAC’s Public Shares if ITAC is unable to complete the initial Business Combination within 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO if ITAC extends the period of time to consummate a Business Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of ITAC’s creditors, if any, which could have priority over the claims of ITAC’s public stockholders.

Emerging Growth Company; Smaller Reporting Company

ITAC is, and, following the Merger Arbe will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, ITAC is, and Arbe will be, eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved. If some investors find ITAC’s securities, and, following the Merger, Arbe’s securities, less attractive as a result, there may be a less active trading market for such securities and the prices of the securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. ITAC and Arbe intend to take advantage of the benefits of this extended transition period.

If the Merger is not completed ITAC will remain, and following completion of the Merger, Arbe will be, an emerging growth company until the earlier of (1) the last day of the fiscal year (a) ending on December 31, 2025 for ITAC and 2026 for Arbe, (b) in which ITAC or Arbe has total annual gross revenue of at least $1.07 billion, or (c) in which ITAC or Arbe is deemed to be a large accelerated filer, which means the market value of the ITAC Class A Common Stock or Arbe Ordinary Shares that is held by non-affiliated shareholders exceeds $700 million as of the prior June 30th, and (2) the date on which ITAC or Arbe has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, ITAC is a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. ITAC or Arbe will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) its annual revenues exceeded $100 million during such completed fiscal year and the market value of its common equity held by non-affiliates exceeds $700 million as of the prior June 30th.

Fair Market Value of Target Business

The target business or businesses that ITAC acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its initial business combination, although ITAC may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. ITAC’s board of directors has determined that this test is met in connection with the proposed Business Combination with Arbe.

Liquidation if No Business Combination

Under Existing ITAC Articles, if ITAC does not complete a business combination by the Deadline Date of December 11, 2021, which date may be extended for up to two period of three months upon payment into the Trust Account of an extension payment of $763,260 for each such three-month extension, ITAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest will be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and ITAC’s board of directors, liquidate and dissolve, subject in each case to its obligations under DGCL to provide for claims of creditors and the requirements of other applicable law.

ITAC’s Existing Charter provides that ITAC will only redeem its Public Shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of its initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. The Business Combination Agreement with Arbe provides that ITAC the aggregate amount of cash and cash equivalents of ITAC at the Closing, including cash not redeemed from the Trust Account and cash raised in the PIPE Investment (which, for the avoidance of doubt, solely for purposes of the computation of Minimum Cash Requirement includes any cash paid to Arbe if Arbe exercises its right to directly issue Arbe Ordinary Shares pursuant to the PIPE Subscription Agreements) will not be less than $100,000,000 (after giving effect to redemptions of ITAC’s public stockholders, but prior to the payment of ITAC’s or Arbe’s Transaction Expenses or other liabilities due at the Closing).

The Existing ITAC Articles provide that a Public Stockholder, together with any affiliate of such Public Stockholder and any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 1,143,540 shares, which is 15% of the Public Shares. Such restriction will also be applicable to our affiliates.

Each of the Sponsor and ITAC’s officers and directors agreed to waive their rights to participate in any distribution from the Trust Account or other assets with respect to the Founder Shares and Public Shares they own. There will be no distribution from the Trust Account with respect to ITAC’s warrants, which will expire worthless if ITAC is liquidated.

The proceeds deposited in the Trust Account could, however, become subject to the claims of ITAC’s creditors which would be prior to the claims of the ITAC Public Stockholders. Although ITAC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses ITAC has negotiated with, including Arbe, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, and although ITAC will seek such waivers from vendors it engages in the future, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such Agreements. The Sponsor has agreed, pursuant to an Agreement with ITAC, that it will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by ITAC for services rendered or contracted for or products sold to ITAC, but only if such a vendor or target business has not executed such a waiver. Moreover, the Sponsor will not be personally liable to the ITAC public shareholders and instead will only have liability to ITAC. However, the Sponsor may not be able to satisfy his indemnification obligations if he is required to do so as ITAC has not required the Sponsor to retain any assets to provide for its indemnification obligations, nor has ITAC taken any further steps to ensure that the Sponsor will be able to satisfy any indemnification obligations that arise. Accordingly, the actual per-share redemption price could be less than $10.00, plus interest, due to claims of creditors. Additionally, if ITAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in ITAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of ITAC’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, ITAC cannot assure you it will be able to return to the ITAC public shareholders at least $10.00 per share. ITAC’s public shareholders are entitled to receive funds from the Trust Account only in the event of its failure to complete a business combination within the required time periods or if the shareholders properly seek to have ITAC redeem their respective shares upon a business combination which is actually completed by ITAC. In no other circumstances does a shareholder have any right or interest of any kind to or in the Trust Account.

ITAC will pay the costs of any subsequent liquidation from its remaining assets outside of the Trust Account.

Employees

ITAC currently has two officers. These individuals are not obligated to devote any specific number of hours to ITAC’s matters but they devote as much of their time as they deem necessary to our affairs and they intend to continue doing so until ITAC has completed its initial business combination. The amount of time they devote in any time period will vary based on whether a target business has been selected for its initial business combination and the stage of the initial business combination process it is in. ITAC does not intend to have any full time employees prior to the completion of its initial business combination. ITAC’s officers and directors are also officers and directors of another SPAC which, as of the date of this proxy statement/prospectus has not completed its initial public offering.

Directors and Executive Officers

Set forth below is information concerning ITAC’s officers and directors.

E. Scott Crist, ITAC’s Chairman and Chief Executive Officer since its inception, has over 30 years of business experience and an extensive background as an entrepreneur, venture capitalist and chief executive officer. He has founded, built and successfully exited a number of businesses in the technology, telecommunications, and industrial sectors, including companies involved in emerging 5G, AI and IoT technologies. He has been a partner at Texas Ventures, a leading technology venture firm since March 2000, and the Chief Executive Officer of Osperity, Inc. a market leader in AI-assisted industrial computer vision since August 2019. In 2012, Mr. Crist founded VA-Gov Housing Fund, a partnership of profit and non-profit companies advocating for US veterans and their families and has been serving as its Chairman since then. In this capacity, he became a large lender for the US government’s homeless shelter program for veterans while deploying significant capital and achieving a blended internal rate of return of approximately 15% for the “for-profit” limited partners. From April 2016 to September 2019, Mr. Crist was Chief Executive Officer and Chairman of Infrastructure Networks, a leading 4G and 5G-LTE wireless broadband provider for the energy industry, until its control position sale to Apollo Global Management, and has been serving as a member of its board since then. From 2000 to 2002, Mr. Crist was founding chairman of Asset Nation Inc., formerly known as SalvageSale, Inc., (“SalvageSale”) an ecommerce leader in the surplus and salvage industry for the insurance brokerage and underwriting industry. The company was acquired by Ritchie Bros Auctioneers Inc. (NYSE: RBA) (“Ritchie Brothers”) in May 2012. The original SalvageSale platform served as a cornerstone of the Ritchie Brothers ecommerce strategy. Earlier in his career, from 1994 to 2000, Mr. Crist was the founder and Chief Executive Officer of Telscape International Inc., a telecommunications company focused on emerging global markets and built Telscape from its start-up stage through multiple acquisitions, into a publicly traded industry leader with a market cap in excess of $100 million. From 1991 to 1995, he was President and Chief Executive Officer of Matrix Telecom, Inc., a long-distance telecommunications company, which ranked 7th on the list of the 500 fastest growing private companies in the US by Inc. Magazine in 1995. Mr. Crist was named an Ernst & Young Entrepreneur of the Year in 2000 for the Texas region, and holds a BS in Electrical & Computer Engineering from North Carolina State University. He has an MBA from the Kellogg School at Northwestern University, and is a former adjunct professor and current lecturer at Rice University’s Jones Graduate School of Business. We believe this experience makes us well suited to identify, source, negotiate and execute an initial business combination with the goal of pursuing exceptional risk-adjusted returns for our stockholders.

R. Greg Smith, ITAC’s Chief Financial Officer since its inception, has more than 30 years of corporate finance and management experience, including the last 25 years in capacities of Chief Financial Officer, Senior Vice President Mergers and Acquisitions, Executive Vice President and Director of venture and private equity-backed private and public companies and their respective subsidiaries. He has extensive experience in mergers, acquisitions and divestitures including due diligence, valuation analysis, transaction negotiations, term sheets, letters of intent and definitive agreements. He served as Chief Financial Officer for Infrastructure Networks, Inc., a leading 5G-LTE wireless & IoT communications platform digitizing the energy patch in North America from February 2017 through May 2020 and is currently serving as a special advisor during the transition to the company’s new chief financial officer. In his capacity as chief financial officer of Infrastructure Networks Inc., he helped grow the company organically during his tenure. From June 2004 to January 2017, he worked for various companies in the wireless broadband industry, including as the founder, Chief Executive Officer, Chief Financial Officer, Executive Vice president and member of its board of directors of ERF Wireless, Inc. (OTC:ERFB) from August 2004 through July 2015, which providing high-speed broadband and remote connectivity for mission-critical applications to energy companies, banks, and hospitals.

Andrew Clark, a director since the closing of ITAC’s initial public offering, has over 30 years of business experience spanning many facets of technology, industrial and energy businesses. He has been a founder and principal with The Castell Group since 2003, an investment and advisory firm assisting companies in technology businesses. On a daily basis he interacts with some of the region’s top entrepreneurs assisting them with their businesses while identifying the best of breed in which to invest. He has also served as a director of Texas Halo Fund I, LLC since 2012, of AETolls, LLC since 2018 and of TapNpay, Inc. since 2020. Mr. Clark also served as a director of Surge Accelerator, LLC (2011 to 2013), Quarri, Inc. (2010 to 2017), Onit, Inc. (2010 to 2012), and Metal Networks (2013 to 2016). His corporate career includes positions at Reliant Energy (now NRG) as VP of Interactive Marketing from 2000 to 2003, Director of Strategy at Compaq Computer (now Hewlett Packard) from 1989 to 2000, and a consultant with Coopers & Lybrand (now Pricewaterhouse Coopers) 1985 to 1989. He began his private equity investment experience at Compaq Computer where he served as an observer on various boards. He is a graduate of The Wharton School of the University of Pennsylvania where he received his BS degree in Economics with a concentration in Entrepreneurship, and was both a Benjamin Franklin Scholar and a University Scholar.

Harvin Moore, a director since the closing of ITAC’s initial public offering, has, since June 2019, been serving as a President, Director, member of the Audit Committee and Chief Executive Officer of Houston Exponential, an independent non-profit focused on accelerating the growth of the technology innovation ecosystem of Houston, Texas, and as the co-chairman of the Houston Aerospace and Aviation Regional Task Force, a not for profit that pursues commercial arrangements in aerospace and aviation for the Houston region, as part of the Greater Houston Partnership, since August 2020. Mr. Moore has been involved in the technology innovation movement in Texas since the 1990s as entrepreneur, advisor, and venture investor. As a Principal of Frontera Technology Ventures (“Frontera”) since July 1991, Mr. Moore has invested in and/or advised growth-stage technology companies, holding equity stakes in many of Frontera’s portfolio clients. Mr. Moore has also been a director of Frontera Furniture Company since October 1991 and Emeritus International Education since August 2017. In addition, Mr. Moore has been deeply involved with K12 education since 1996, having worked with several prominent education reform organizations, including KIPP, Inc., a public charter school network, as a founding director, Treasurer, and Vice Chairman from 1997 to 2003. Mr. Moore was elected to the Board of Education of Houston Independent School District in 2003, and was re-elected three subsequent times before retiring as the longest serving member in 2017. Mr. Moore was the Chief Operating Officer and Director of both Space Service Holdings, Inc. (2003-2015), and Sentinel Satellite Inc. (2008-2014). Mr. Moore currently serves on the governing boards of TXRX Labs, a non-profit makerspace and job training organization, since December 2018, the Houston Angel Network, a nonprofit organization dedicated to supporting startups with financial resources and mentorship, since December 2018, The Manned Spaceflight Educational Foundation Inc., d/b/a Space Center Houston, a nonprofit which operates the visitor center for NASA’s Johnson Space Center Space Center Houston, since September 2012, and the Powell Foundation, a private charitable foundation supporting public education, arts, conservation and human services, since December 2000, where he also serves on the audit committee and as Treasurer. He holds a Master of Business Administration in Finance from New York University, and a Bachelor of Arts in Economics from Northwestern University. We believe Mr. Moore is well qualified to serve on our Board due to his extensive operational and management experience in technology and finance related organizations.

Aruna Viswanathan, a directors since the closing of ITAC’s initial public offering, has been serving as the Chief Operating Officer of AlphaX Decision Sciences (“AlphaX”), a provider of artificial intelligence software and cloud infrastructure solutions, since August 2017. Prior to her position at AlphaX, from July 2016 to August 2017, she was the Chief Operating Officer of The RBR Group, a technology development and commercialization firm. From April 2006 through June 2016, Ms. Viswanathan was a partner at Clearspring Capital Group and involved in managing two private equity funds that provided growth financing across a broad range of industries. Notable exits from the funds includes BorderComm/XC Networks (acquired by Transtelco in 2013), Softlayer Technologies, Inc. (acquired by International Business Machines Corporation (IBM) (NASDAQ: IBM) in 2013), and Sweet Leaf Tea Company (acquired by Nestle S.A. (OTCMKTS: NSRGY in 2011). In addition, as the former Director of Operations and board member for the Houston Technology Center from 2001 through 2006, Ms. Viswanathan helped direct the growth of the organization and launched the Gulf Coast Regional Center for Innovation and Commercialization. She was employed by Motorola Solutions Inc.’s (NYSE: MSI) Wireless Signal Processing Division from 1994 through 1999 and began her career at Advanced Micro Devices, Inc. (NASDAQ: AMD) as an Associate Engineer from 1991 to 1993. Appointed by Texas Governor Rick Perry, Ms. Viswanathan served a five-year term beginning in 2007 on the Texas Emerging Technology Fund Committee, is a former Director for the Houston Angel Network and has been a current board member and past-President of the Houston Chapter of The Indus Entrepreneurs (TiE) since January 2014, a global entrepreneurship organization, since 2014 and was on the Board of Advisors for the Cullen College of Engineering at the University of Houston from 2005 through 2013. Ms. Viswanathan is the 2018 recipient of the Indo American Chamber of Commerce “Women in Business Award” in Houston, the recipient of the 2011 Houston Business Journal’s 40 under 40 awards and the 2003 Women in Technology award from the Association of Women in Computing. Ms. Viswanathan, graduated with a Bachelor of Science and Master of Science in Electrical Engineering from University of Texas, Austin and a Master of Business Administration from Rice University. We believe Ms. Viswanathan is well qualified to serve on our Board due to her extensive operational and management experience in technology and finance related organizations.

Mr. Crist and Mr. Smith hold the same positions with another SPAC, Industrial Tech Acquisitions II, Inc., which has filed a registration statement with the SEC that has not, as of the date of this proxy statement/prospectus, been declared effective. Mr. Clark, Mr. Moore and Ms. Viswanathan are nominees for directors of Industrial Tech Acquisitions II, Inc. At the time of ITAC’s IPO, the officers and directors agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until ITAC has entered into a definitive agreement regarding an initial Business Combination or until ITAC has liquidated the Trust Account. Since ITAC has entered into the Business Combination Agreement, this provision is no longer applicable.

Number and Terms of Office of Officers and Directors

ITAC’s board consists of four directors divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. In accordance with Nasdaq corporate governance requirements, ITAC is not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Messrs. Clark and Moore will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Crist and Ms. Viswanathan, will expire at the second annual meeting of stockholders.

ITAC’s officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Clark and Moore and Ms. Viswanathan are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Mr. Moore and Ms. Viswanathan are minor investors with a non-voting equity interest in the Sponsor and Mr. Smith and Mr. Clark have non-voting equity interests in the sponsor. The board of directors does believes that this interest does not affect the status of Mr. Clark, Mr. Moore and Ms. Viswanathan as independent directors.

Executive Compensation

None of ITAC’s officers has received any cash compensation for services rendered to it. Commencing with the IPO, ITAC pays the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Merger, ITAC will cease paying these monthly fees. Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on ITAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. The audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, ITAC does not expect to have any additional controls in place governing the reimbursement payments to directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

Certain Relationships and Related Party Transactions

On June 24, 2020, ITAC issued an aggregate of 1,725,000 Founder Shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.014 per share. In August 2020, we effected a 0.25 for 1 stock dividend for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 2,156,250 founder shares (up to 281,250 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares upon completion of the IPO. Based on the final size of the initial offering and partial exercise by the underwriters of their over-allotment option, 250,350 Founder Shares were forfeited, resulting in the Sponsor holding an aggregate of 1,905,900 shares.

Simultaneously with the closing of the IPO, the Sponsor purchased 3,075,000 ITAC Private Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $3,075,000. On October 13, 2020, in connection with the purchase of an additional 123,600 units sold pursuant to the underwriters’ over-allotment option, ITAC sold an additional 30,900 ITAC Private Warrants to the Sponsor at a price of $1.00 per ITAC Private Warrant, generating gross proceeds of $30,900. The ITAC Private Warrants are identical to the units sold in our public offering except that the private

placement warrants, so long as they are held by the Sponsor, the underwriters or their permitted transferees, (i) will not be redeemable by ITAC, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The ITAC Private Warrants (including the shares of Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Commencing on the date of the IPO, ITAC pays an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Prior to the closing of the IPO, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of our initial public offering. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2020 or the closing of our initial public offering. The outstanding loan balance of $175,000 was repaid on September 14, 2020 out of the estimated $700,000 of offering proceeds allocated to the payment of offering expenses (other than underwriting commissions).

In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of ITAC’s officers and directors may, but are not obligated to, loan ITAC funds as may be required. If ITAC completes an initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, ITAC may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into ITAC Private Warrant equivalents at a price of $1.00 per warrant (which, for example, would result in the holders being issued warrants to purchase 1,500,000 shares if $1,500,000 of notes were so converted), at the option of the lender. Such warrants would be identical to the ITAC Private Warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by the Sponsor or its affiliates, or its officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. ITAC does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as ITAC does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

Contemporaneously with the execution of the Business Combination Agreement, Texas Ventures, of which E. Scott Crist, ITAC’s chairman and chief executive officer, is a partner, director and majority owner, executed a PIPE Subscription Agreement pursuant to which Texas Ventures agreed to purchase 340,000 shares of ITAC Class A Common Stock at $10.00 per share, or a total of $3,400,000. The PIPE Subscription Agreement is the same as the PIPE Subscription Agreements signed by the other PIPE Investors. Texas Ventures may allocate some or all of its commitment to purchase shares to its partners or other interested investment parties, any such transfer to be subject to, and in accordance with, the terms of, the PIPE Subscription Agreement.

ITAC Principal Stockholders

The following table sets forth information regarding the beneficial ownership of our common stock, based on information obtained from the persons named below, with respect to the beneficial ownership of common stock owned on April 15, 2021 and as adjusted to give effect to the consummation of the Merger and the PIPE Investment, by:

•        each person known by ITAC to be the beneficial owner of more than 5% of its outstanding common stock;

•        each of ITAC’s executive officers and directors that beneficially owns our common stock; and

•        all ITAC’s executive officers and directors as a group.

In the table below, (i) percentage ownership of outstanding ITAC Common Stock is based on 9,680,736 shares of ITAC Common Stock and the percentage as adjusted is based on 67,956,568 Arbe Ordinary Shares outstanding in the No Redemption Scenario. For every Public Shares redeemed, the number of Arbe Ordinary Shares outstanding upon completion of the Merger will decrease by one Arbe Ordinary Share. The table below does not include the ITAC Common Stock underlying the ITAC Warrants because these securities are not exercisable within 60 days of this proxy statement/prospectus.

Unless otherwise indicated, ITAC believes that all persons named in the table have sole voting and investment power with respect to all common stock beneficially owned by them.

____________

*        Less than 1%

(1)      Unless otherwise noted, the business address is c/o Industrial Tech Acquisitions, Inc., 5090 Richmond Ave, Suite 319, Houston, Texas 77056.

(2)      Represents the Founder Shares.

(3)      Represents shares held by Industrial Tech Partners, LLC, the Sponsor. E. Scott Crist is the managing member of the Sponsor and may be deemed to have beneficial ownership of the ITAC Common Stock held directly by the sponsor. The percentage as adjusted includes 340,000 shares being purchased by Texas Ventures pursuant to a PIPE Subscription Agreement. Mr. Crist is a director, president and majority owner of Texas Ventures, and has sole voting and disposition power over the shares owned by Texas Ventures. Mr. Crist disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

(4)      The named person is a member of the Sponsor but does not have voting or dispositive power over the shares held by the Sponsor.

(5)      The stock ownership of these stockholders is as of December 31, 2020.

(6)      The securities are owned directly by the accounts (the “Accounts”) managed Karpus Management, Inc., d/b/a Karpus Investment Management, a registered investment adviser under Section 203 of the Investment Advisors Act of 1940. None of the Accounts has an interest in the securities constituting more than 5% of the shares outstanding. The address of the reporting person is 183 Sully’s Trail, Pittsford, New York, 14534

(7)      Hudson Bay Capital Management LP serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all securities held by HB Strategies LLC. Sander Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities. Each person named in this note has an address at 777 Third Avenue, 30th Floor, New York, NY 10017.

(8)      Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares. The address for CVI Investments is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 Cayman Islands.

(9)      The percentages under the No Redemption Scenario and Maximum Redemption Scenario reflect the Recapitalization of Arbe, the issuance of Arbe Ordinary Shares to the stockholders of ITAC and the issuance of 10,000,000 shares in the PIPE Investment, for a total of 67,956,568 Arbe Ordinary Shares outstanding in the No Redemption Scenario and 60,332,968 Arbe Ordinary Shares in the Maximum Redemption Scenario

ITAC SELECTED FINANCIAL INFORMATION

The following statements of operations data for the period from June 2, 2020 (inception) through December 31, 2020, balance sheet data as of December 31, 2020 and statements of cash flows data for the period June 2, 2020 (inception) to December 31, 2020 have been derived from ITAC’s restated audited consolidated financial statements included elsewhere in this proxy statement/prospectus. You should read this Summary Financial Data section together with ITAC’s financial statements as restated and the related notes and “ITAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus.

Statement of Operations Data:

Balance Sheet Data:

Statement of Cash Flow Data:

____________

(1)      Excludes 5,578,881 shares subject to possible redemption. (See Note 5 of Notes to ITAC’s Financial Statements).

(2)      Excludes interest income attributable to shares subject to possible redemption of $2,428.

period. In the event that a business combination does not close, ITAC may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. As of December 31, 2020, no Working Capital Loans have been issued.

On June 3, 2021, ITAC issued a convertible promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan to ITAC up to $250,000. The convertible promissory note is non-interest bearing and is payable on the date on which ITAC consummates a Business Combination. The unpaid principal amount under the convertible promissory note (up to $250,000) may be converted at the option of the Sponsor into warrants to purchase shares of ITAC Class A Common Stock at a price of $1.00 per warrant upon the consummation of a Business Combination. The warrants would be identical to the Private Placement Warrants. The holder of the convertible note will have the right, at the Closing, to demand payment of the convertible note or to convert the convertible note into warrants, which, upon the effectiveness of the Merger, will be exchanged for Arbe Warrants to purchase the same number of Arbe Ordinary Shares as the ITAC Warrant. As of June 15, 2021, the outstanding balance under the convertible promissory note was $100,000. The Sponsor has waived the right to convert the note, and the note will be paid at the closing.

ITAC does not believe it needs to raise additional funds (other than additional advances under the convertible note) in order to meet the expenditures required for operating its business prior to the Closing. However, if its estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, ITAC may have insufficient funds available to operate its business prior to its initial business combination. Moreover, ITAC may need to obtain additional financing either to complete our business combination or because ITAC becomes obligated to redeem a significant number of our ITAC Public Shares upon consummation of its business combination, in which case ITAC may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, ITAC would only complete such financing simultaneously with the completion of our business combination. If ITAC is unable to complete its business combination because it does not have sufficient funds available to it. ITAC will be forced to cease operations and liquidate the trust account. In addition, following its business combination, if cash on hand is insufficient, ITAC may need to obtain additional financing in order to meet its obligations. Pursuant to the Business Combination Agreement, ITAC it to complete the $100,000,000 PIPE Financing as a condition to closing.

Contractual Obligations

As of December 31, 2020, ITAC did not have any long-term debt, capital or operating lease obligations.

ITAC entered into an administrative services agreement pursuant to which ITAC will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

ITAC accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the issuer’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. ITAC’s common stock feature contains redemption rights that are considered to be outside of ITACs control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2020, 5,578,881 shares of ITAC Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of ITAC’s balance sheet.

Net Loss Per Share

ITAC’s statements of operations include a presentation of loss per share for common stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. An aggregate of 5,578,881 shares of Class A Common Stock subject to possible redemption at December 31, 2020 was excluded from the calculation of basic loss per share of common stock since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. ITAC has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 10,938,976 shares of ITAC Class A Common Stock in the calculation of diluted loss per share, since they are not yet exercisable.

Derivative Financial Instruments

ITAC evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. ITAC has determined the warrants are a derivative instrument. See Note 4 of Notes to ITAC’s financial statements.

FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. ITAC applies this guidance to allocate IPO proceeds from the Units between ITAC Class A Common Stock and ITAC Public Warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A common stock.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on ITAC’s financial statements.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. ITAC will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. ITAC is electing to delay the adoption of new or revised accounting standards, and as a result, it may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, ITAC’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of the public company effective dates.

Additionally, ITAC is in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” ITAC chooses to rely on such exemptions it may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on its system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of ITAC’s IPO or until it is no longer an “emerging growth company,” whichever is earlier.

BUSINESS OF ARBE

Shareholders should read this section in conjunction with the more detailed information about Arbe contained in this proxy statement/prospectus, including Arbe’s audited financial statements and the other information appearing in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Arbe.

Overview

Arbe, a provider of 4D imaging radar solutions, is leading a radar revolution, enabling safe driver-assist systems today while paving the way for fully autonomous driving in the future. Arbe is empowering automakers, tier-1 suppliers, which are companies that supply parts or systems directly to OEMs, autonomous ground vehicles, commercial and industrial vehicles, and a wide array of safety applications with next-generation sensing and paradigm-changing perception. Arbe’s imaging radar offers an order of magnitude higher resolution than any other competing radar solution in the market and, Arbe believes it is an essential sensor for Level 2+ and higher levels of autonomy.

4D is called 4D because it provides a high-resolution long-range radar sensor that not only detects the distance, relative speed, and an angular measurement of objects but also the height of the object above the road. This capacity can help an autonomous vehicle to decide whether a stationary object up ahead is a manhole cover you can drive over or a guardrail you need to avoid. Arbe’s 4D imaging radar is the world’s first radar to separate, track, and identify objects in any weather or lighting condition in 2K ultra-high resolution in both azimuth and elevation, delivering an image that Arbe believes is 100 time more detailed than any radar on the market. Arbe achieves this capability with its proprietary radio frequency chipset with the highest channel count in the industry, and a groundbreaking radar processor chip, the first dedicated processor designed specifically for the performance and power saving requirements of the automotive industry, and AI-based post-processing.

Arbe’s unique solution addresses the core issues that have caused the recent autonomous vehicle and autopilot accidents such as detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities. Addressing all driving scenarios and environment corner cases makes Arbe’s solution a critical sensor for vehicles which operate at a Level 2 and higher degree autonomy. Vehicles that are Level 2 are vehicles which includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. The higher the level, the more autonomous the vehicle, with a Level 5 vehicle being fully autonomous with no driver input.

Arbe is a research and development company in the field of chips for advanced radar systems, which are mainly intended to be used as Advanced Driver Assistance Systems (“ADAS”) adapted for the next generation of autonomous vehicles as well as for non-automotive uses.

The target market for Arbe’s chipsets developed by Arbe for vehicle radar systems, is automotive module manufacturers, who are tier 1 suppliers, and automotive manufacturers (OEMs) worldwide. Additionally, alongside these potential customers, there is a large target market for non-vehicle radar technology.

Arbe’s chipset solution includes three types of chips: transmitter (Tx), receiver (Rx) and processor, which together are referred to as the “Arbe Radar Chipset” or the “Chipset.” Arbe believes the Arbe Radar Chipset Solution is the first of its kind, capable of high resolution sensing “in four dimensions” and producing tens of thousands of detections per frame with a point cloud density that is unparalleled to any other radar solution on the market. The Chipset distinguishes itself through its improved ability to support multi-channel processing—up to 2,304 virtual channels (through a combination of up to two transmitters (24 channels each) and up to four receivers (12 channels each)). By comparison, other current-generation radar systems presently run on 12 channels, while in-development systems announced by our competitors are expected to run on 192 channels.

Based on its advanced technology, an Arbe Radar Chipset Solution is capable of sensing the vehicle environment, at long ranges and with a wide field of vision, at a rate of 30 frames per second, allowing it to produce a reliable ultra-high definition image, under all weather and lighting conditions, with great precision, while minimizing the likelihood of a false alarm. Information about the environment is detected by radar sensors installed on the vehicle. This data is translated in the Chipset, by means of advanced proprietary algorithms, into a 30-frames-per-second 4D image — range, radial velocity, azimuth and elevation — at ultra-high resolution (2K), which can translate into a control response in the vehicle, such as braking, acceleration, tilting the steering wheel, or skirting an obstacle.

As of the date of this proxy statement/prospectus, Arbe is working with Tier 1 manufacturers to integrate its Chipset into radar systems being developed by the Tier 1 manufacturers, with the aim of offering OEMs advanced radar systems that include Arbe’s Chipset. As part of its cooperation with Tier 1 manufacturers, demo systems are being tested through a series of trials and field tests that include day and night travel, in variable weather and lighting conditions. The trials, thus far, have revealed superior and promising performance: the Chipset Solution has very accurately identified the objects in the environment, mapping each object separately and distinguishing between vehicles, vulnerable road users (pedestrians, animals, cyclists, motorcyclists) and objects and obstacles along the way. Based on the sensing of the environment created in the Chipset at any given moment, in an emergency the system alerts the vehicle central computer unit, allowing the driver assistance system to take control of the car, and activate safety applications such as emergency braking and lane control assist, or to activate autonomous control functions to avoid the danger. The sensor communicates with the central computer unit in the automobile. The driver assistance system should take over when required, for example do an emergency breaking.

Arbe is currently focusing, and is primarily devoting its resources, to the use of its radar chip solution in the automotive industry. However, the technology is also integrated into other fields, and Arbe is collaborating with other companies to generate business in non-automotive markets, such as autonomous ground vehicles and delivery robots, heavy machinery and intelligent traffic systems.

The Arbe Radar Chipset Solution is designed to integrate into the radar systems of next-generation ADAS in autonomous vehicles of all levels of autonomous driving, thanks in part to its ability to accurately scan an increased range of the environment (upwards of 300 meters) in a wide field of view, while optimizing costs and power-consumption, without its functionality being impaired by interference from other radar systems in the environment. The system maintains efficacy under conditions of high signal-to-noise ratio (“SNR”) and in multi-object scenarios (conditions under which alternative technologies struggle to provide effective solutions) – both in respect of false positives (error category I) and false negatives (error category II).

Arbe believes that its Chipset solves some of the challenges facing current-generation radar systems, by providing a systems that enables:

•        reduced energy consumption;

•        increased resolution and improved capacity to differentiate between adjacent objects;

•        enhanced recognition of stationary objects;

•        developed capacity to produce a high-resolution image;

•        compliance with the standards required for installation in Level 2 and higher autonomous vehicles;

•        prevention of false alarms;

•        developed capacity to process the huge volumes of data generated when scanning an environment in four dimensions in real-time; and

•        mitigating mutual interference between radars that operate in the environment simultaneously.

The technology on which the Chipset is based, allows for localization and tracking, using AI-based SLAM (Simultaneous Localization and Mapping) and real-time decision-making. The Arbe Radar Chipset heralds a breakthrough in radar technology that will enable Tier 1 manufacturers and OEMs to replace the current radars with an advanced solution that meets the safety requirements of Euro-NCAP and NHTSA for autonomous vehicles at all levels of autonomous driving.

The following chart shows the number of radar sensors, cameras and LiDAR units in vehicles with different levels of autonomy. As the level of autonomy increases, the number of radar sensors and cameras increases. LiDAR units are not expected to be included in any vehicle with an autonomy level less than 3. The number of radar sensors is a function of the autonomy level of the vehicle.

Recognizing the different levels of innovation and autonomy and the need to standardize the approaches across the spectrum of possibilities for the sake of safety, the Society of Automotive Engineers (SAE) has developed and defined six levels of automation for autonomous vehicles: Level 0 through Level 5. These levels have been adopted by the U.S. Department of Transportation. These levels are:

Level 0 — No Automation: A vehicle that is fully controlled by a driver.

Level 1 — Driver Assistance: A vehicle controlled by the driver, featuring minimal autonomous control components, designed to assist the driver. For example: a button that when pressed, keeps the vehicle at a constant speed, parking assistance or staying inside a lane.

Level 2 — Partial Automation: A vehicle that includes integrated automation systems, where the driver is still required to control and monitor the environment at all times. For example: A system capable of detecting lanes and driving independently (cruise control) but alerts the driver to emergencies (driver involvement is required to operate the steering wheel and brakes). The industry refers to a level that was not originally recognized by the SAE, Level 2+, which adds in surround perception and AI to improve the safety and convenience of human-driven vehicles. While the driver is still responsible for the car, the platform can perform automated maneuvers for a more seamless driving experience — such as making highway entrances and exits, lane changes and merges.

Level 3 — Conditional Automation: Requires the presence of a driver behind the wheel, but the driver is not required to monitor the environment. The driver must be prepared to seize control of the vehicle at any given time upon receipt of an alert. For example: The driver can press the control button and be relieved of the need to monitor the route (and can attend to other matters during this time), but the driver’s presence and alertness are still essential. At this level, the vehicle can be used as an autonomous vehicle only when road and weather conditions allow it.

Level 4 — High Automation: The vehicle is capable of performing all driving functions under certain conditions. The driver has the option of taking over control of the vehicle.

Level 5 — Full Automation: The vehicle is capable of performing all driving functions under all conditions.

Pictured below is Arbe’s Radar Development Platform (“A Sample” in automotive terminology), and below the picture is an infographic of the specifications.

The dimensions of radar systems based on the Arbe Radar Chipset, and the projected affordable price point are expected to facilitate its integration into mass production.

Arbe estimates that it will be able to offer the Arbe Radar Chipset Solution is commercial quantities in in 2022; however, such schedule is based on Arbe generating sufficient orders. However, Arbe can give no assurance that it will be able to sell the Chipset Solution in commercial quantities or that it will be able to have manufacturing facilities available to manufacture the Chipsets in such quantities.

Market Outlook

The automotive industry is increasingly harnessing sophisticated technologies in its push to develop and enhance safety and introduce autonomous driving vehicles. The leading technologies are based primarily on cameras, LiDar units and radar units, combined with data processing based on complex algorithms. The various technologies differ from each other in their features.

Significant investment and rapid growth in this industry are being driven by the need to assure human safety and the potential recapture of drivers’ time. Given the stakes involved in commercializing autonomous driving vehicles, the technologies and products needed for autonomous driving require long development and validation cycles and must ensure safety prior to commercial deployment.

The primary market for the chip-based imaging radar systems developed by Arbe is the global automotive market. This market has enjoyed stable growth in recent years. In 2020, the automotive market experienced significant slowdown following the spread of the coronavirus pandemic (COVID-19) and the steps taken by governments worldwide to address the pandemic, however according to market forecasts, it is expected to resume growth during the second half of 2021.

In the last decade, the world’s leading car manufacturers have begun to incorporate advanced automation systems in vehicles, aiming to assist the driver and even control certain driving functions. The vision for the future is that within several years, the technology would enable production of autonomous vehicles that support driverless vehicles, including development of unmanned shuttle services (robotic taxis) that would complement traditional public transport services. The vision of a fully autonomous vehicle (driverless) is seen as a potential solution for reducing the number of traffic accidents (due to the elimination of the “human element” from the equation), and as an incentive to create innovative autonomous vehicle-sharing services that will lead to the public foregoing the purchase of private vehicles, to reduce the problem of traffic congestion, and to potentially significantly reduce fuel consumption and air pollution.

According to a forecast by YOLE Development (June 2020), which is reported in https://www.electronicproducts. com/automotive-radar-and-lidar-sensors-one-masterpiece-and-another-in-the-making/#, a decrease (to the point of a complete halt) in the sales of vehicles without automation (Level 0) is expected in the coming decade, and in subsequent decades, a decrease in sales vehicles of Level 1 and Level 2 automation is also expected. A growth trend is expected in the sales volumes of Level 2+, Level 2++, Level 3, Level 4 and Level 5 vehicles, along with growth in the sales volumes of robotic vehicles.

* Source: Yole, The Radar Industry is Entering its Commercial Era, June 2020.

Driver assistance systems include advanced automation functions (based on camera and radar designed to reduce the risk of traffic accidents, alert the driver to obstacles on the road, and even take control of the vehicle under certain conditions. The ADAS category includes the following systems, among others:

(a)     Distance maintenance system — designed to warn of a collision with a vehicle ahead or behind, by alerting the driver of imminent danger and flagging the need to take preventive action. This type of system may be an effective tool to compensate for the driver’s lack of concentration or distraction while driving.

(b)    Lane departure control system — designed to alert the driver when veering off a lane without signaling.

(c)     Autonomous braking system — designed to operate the brake system autonomously, or increase their power when identifying risk of harm to road users (pedestrians, cyclists, vehicles, etc.).

In recent years, automakers have been installing ADAS such as those mentioned above as standard features in many vehicle models, and these systems have also been installed electively by vehicle owners. In many cases, automakers choose to integrate ADAS based on several technologies simultaneously (radar and cameras), and it is likely that this trend of integrating technologies into vehicles will continue in the coming years.

Alongside development and production of current-generation ADAS, there has been accelerated development of advanced technology of next-generation systems, designed to support autonomous driving, in preparation for manufacture of Level 3 and Level 4 autonomous vehicles, and indeed for the future development of fully self-driving Level 5 autonomous vehicles.

ADAS based on radar technology holds a central position in the ADAS category. This type of technology is installed in Adaptive Cruise Control (ACC) systems, Blind Spot Detection (BSD) systems, Forward Collision Warning (FCW) systems, Intelligent Park Assis systems, among others.

According to the IDTechEx Research forecast (May 2020)1, total radar-system sales for L2 or higher autonomous vehicles is expected to grow from 55 million units in 2019 to 223 million units in 2030 and 400 million units in 2040. More specifically, by 2025, sales of L1 and L2 vehicle radar systems is expected to grow, whereas in the following years, L3, L4, and L5 radar systems are expected to grow and gradually take over most of the market.

Growth Strategies

Arbe’s growth strategies include the following:

•        Expand Tier 1 and OEM relationships.    Arbe intends to continue and expand its cooperation with Tier 1 manufacturers and OEMs conducting trials and field tests for the purpose of incorporating its Chipsets in radar systems that are in developed by the Tier 1 companies. The direct relationship with the OEMs is enhance the understanding for the need for an imaging radar also within the OEMs and conducting trials and field tests.

•        Capitalize on Trend Towards Autonomous Vehicles:    An increased demand, as projected, for autonomous vehicles and the transition to mass production of L2 and higher autonomous vehicles, requiring advanced systems for automatically integrating vehicles in traffic and preventing traffic accidents, are expected to increase the demand for products in Arbe’s field of activity.

•        Capitalize on Regulatory Changes.    Arbe believes that its existing infrastructure positions it well to capitalize on regulatory changes pertaining to required installation of traffic accident prevention systems in general, and radar systems in particular, which is expected to increase the demand for the technology and products that Arbe is developing.

•        Capitalize on Economic Incentives.    A requirement on the part of insurance companies to install radar systems as a condition for issuing insurance policies is expected to increase the demand for Arbe’s products. Other private parties may also impose requirements for radar systems, which would similarly heighten demand for Arbe’s products.

•        Expand Product Applications.    Arbe’s activities are presently mainly focused on chipsets for vehicle radars systems. However, the technology developed by Arbe (originally intended to facilitate drone monitoring and control) may also be used for other non-automotive target markets (to be understood in this context as all markets that are not mass-produced cars) which Arbe is approaching, such as autonomous ground vehicles, robots; agricultural tools; automation for industry and factories; smart traffic systems; train junctions; heavy transportation and heavy machinery. In the future, Arbe intends to consider developing new products based on its technology such as; consumer electronics and Internet of Things (IoT); biotech and medical fields.

Sales and Marketing

In light of the proven ability of technological systems to reduce the risk of traffic accidents, authorities, organizations and governments around the world have established regulations that require the installation of ADAS in certain vehicles. For instance, in 2018, the U.S. National Highway Traffic Safety Administration (NHTSA) required the installation of a rear-view system in private vehicles, and in 2015 the Israeli government approved incentives for

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​1          https://www.idtechex.com/en/research-report/automotive-radar-2020-2040-devices-materials-processing-ai-markets-
and-players/696

vehicle owners to install life-saving safety systems (including a lane departure warning, frontal distance monitoring and pedestrian identification). According to a market study published in August 2019 by Allied Market Research, the global ADAS market was estimated at $39 billion in 2018 and is expected to grow to around $190 billion by 2026, at an annual growth rate of around 21%2. Another market study, published by Markets and Markets, estimates the global ADAS market in 2020 at $27 billion, projecting it to grow to around $83 billion by 2030, at a compound annual growth rate of approximately 12%3. Despite discrepancies in the estimated scope of the market (due to varying research methodologies), it appears that there is unanimity among the research bodies that the ADAS market is expected to grow in the coming years, due in part to mandatory safety regulations, increased demand for Advanced Driver Assistance Systems, and continued development of (partially or fully) autonomous vehicles.

The European New Car Assessment Program, otherwise referred to as NCAP, rates vehicles by safety features. The rating system has been successful at influencing consumers to make vehicle purchases based on how high the NCAP rating is, making safety a priority for consumers. The mission of NCAP is “Vision Zero” to eventually have zero accidents or fatalities on the road, with this vision, automotive technology companies and automakers are looking for technologies that will enable them to develop more safety features that can predict and prevent car accidents before they happen. Vision Zero will require that all vehicles shift from passively protecting individuals to actively protecting them — both in the vehicle as well as outside the car.

Arbe’s marketing strategy is primarily targeted at Tier 1 manufacturers, with the aim of fostering cooperation with the Tier 1 manufacturers to integrate Arbe Radar Chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs. Arbe’s sales and marketing team continues to focus on expanding its relationships with OEMs and Tier-1 suppliers and seeks to leverage its existing relationships to expand its market to other industries. Arbe is considered a Tier-2 Automotive supplier because it sells its product to Tier-1 companies that then integrate its product into the overall system supplied to the OEMs. Arbe’s business model of being a Tier-2 supplier that subcontracts its manufacturing, together with its market leadership, results in an advantageous cost structure that requires minimal sales and marketing expenses with respect to OEMs. Arbe is taking marketing steps intended to position it as a leading company in research and development of chip technology for next-generation imaging radar systems in autonomous vehicles. Marketing is directed by the vice president of marketing who works from Arbe’s headquarters in Israel, and by the chief business officer who works in the United States, and the vice president of sales.

The marketing strategies employed include participation in industry conferences, public relations publications, issuing newsletters and proactive inquiries to potential customers. Arbe leverages a variety of channels to reach prospects which include organic and paid social media activity, joint events, webinars and media and analyst relations.

As part of its marketing program, Arbe’s radar solution is available on the open NVIDIA DRIVE platform. NVIDIA DRIVE is a scalable, software-defined, end-to-end AI platform for the transportation industry and companies around the world, including auto- and truck makers, Tier 1 suppliers, robotaxis, sensor and mapping companies and autonomous vehicle startups are developing on NVIDIA DRIVE.

During 2020, Arbe had two customers that accounted for 21% and 10%, respectively, of revenues. Arbe generated no revenues during 2019.

Material Agreements

Arbe is party to certain agreements that it believes are important to its business. Some of these agreements are memoranda of understanding, with a definitive agreement to be negotiated in the future. Arbe can give no assurance that these memoranda of understanding will develop into agreement or will generate significant, if any, revenue for Arbe. Further, Arbe’s ability to generate revenue from any of these agreements is dependent upon Arbe’s ability to develop and deliver products that meet the customer’s requirement, as to which no assurance can be given.

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​2          https://www.alliedmarketresearch.com/ADAS-market

​3          https://www.marketsandmarkets.com/Market-Reports/driver-assistance-systems-market-1201.html

Strategic Cooperation Agreements

Arbe is a party to strategic cooperation agreements, none of which generated any revenue for the year ended December 31, 2020.

Chipsets for radar systems for vehicles

Arbe’s business development strategy is based primarily on cooperation with Tier 1 automotive manufacturers to integrate the Arbe Radar Chipset into the radar systems manufactured by the Tier 1 manufacturers, which will ultimately be sold by the Tier 1 manufacturers to the OEMs. Arbe is party to strategic cooperation agreements with Tier 1 automotive manufacturers, as follows:

On June 25, 2018, Arbe entered into an agreement with Valeo Schalter und Sensoren GmbH (“Valeo”), a Tier 1 manufacturer based in Europe, under an agreement pursuant to which Arbe granted Valeo a license to perform tests for the Arbe Radar Chipset. On August 3, 2018, Arbe entered into a memorandum of understanding (MOU) with Valeo, pursuant to which the parties will cooperate in the development of radar systems and jointly submit proposals for the provision of systems in Request for Quotation (RFQ) or Request for Information (RFI) procedures with potential customers. Arbe and Valeo received a grant from the European Union for a radar demo project using the Arbe Radar Chipset in Ford’s truck fleet.

Valeo was awarded an RFQ from a global OEM for the development of next generation radar systems based on Arbe Radar Chips. According to the RFQ, Valeo is expected to receive payment for non-recurring engineering expenses to be followed by a purchase order to Arbe for its services.

Weifu

On January 15, 2019, Arbe entered into an agreement with Weifu High-Technology Group Co., Ltd (hereinafter: “Weifu”), a Tier 1 automotive manufacturer in China, pursuant to which Arbe granted Weifu a license to perform tests for the Arbe Radar sample. On January 8, 2020, Arbe entered into an agreement with Weifu pursuant to which Weifu will develop and manufacture vehicle radar systems based on Arbe Radar Chips. The agreement with Weifu included, inter alia, a commitment by Weifu to pay Arbe for non-recurring engineering costs for the receipt of a number of chips for development, system design, documentation, and provision of a sample. On December 18, 2020, Arbe and Weifu expanded the joint project and agreed to increase the scope of the project for an additional fee. The agreement also stipulated the price that Weifu will pay to buy the chips during the mass production phase. Weifu is in the process of developing radar systems based on Arbe Radar Chips, and has begun performing demos to OEMs in China, using a sample provided by Arbe.

Hirain

On March 1, 2020, Arbe entered into an MOU with Hirain Technologies, a Tier 1 automotive manufacturer in China, pursuant to which Hirain will develop and manufacture radar systems for vehicles based on Arbe Radar Chips, backed by funding from a bi-national Israel-China research foundation (Beijing). Alongside the MOU, on August 19, 2020, a distribution agreement was signed between the parties, granting Hirain the right to sell Arbe’s demo systems to its customers in China. Effective March 1, 2021, Arbe and Hirain entered into an agreement under which Hirain will develop and manufacture automotive radar systems based on Arbe Radar Chipset. The agreement with Hirain included, inter alia, a commitment by Hirain to pay Arbe non-recurring engineering expenses, for the receipt of 10 chipsets for development, support in development, system design and documentation.

Ordering samples — OEMs, Tier 1 manufacturers

As of May 12, 2021, Arbe received orders from OEMs, Tier 1 manufacturers and other companies who seek to take advantage of the market opportunity to purchase from Arbe systems in the development stage - A samples, for the purpose of testing capabilities and development. The signed agreements grant the right of use to the recipients of the samples while safeguarding Arbe’s intellectual property and limiting Arbe’s liability. The volume of revenue for selling samples is not significant.

Chips for non-automotive radar systems

On October 16, 2020, Arbe entered into an agreement with Qamcom Research & Technology AB (“Qamcom”), which set out principles of cooperation between the parties for the development of radar systems based on Arbe Radar Chips, for non-automotive target markets, such as delivery robots, agricultural tools, smart traffic lights, train junctions, and other markets.

On January 11, 2021, Arbe entered into an agreement with Qamcom for a non-recurring engineering expense agreement, under which Qamcom will develop and manufacture imaging radars based on Arbe’s chipset to be used in the non-automotive market. The agreement with Qamcom included, inter alia, a commitment by Qamcom to pay Arbe non-recurring engineering expenses, for the receipt of support in development, system design and documentation. In addition, Qamcom will pay Arbe advances on non-recurring engineering from future end customers.

Auto X

On April 7, 2021, Arbe entered into a strategic cooperation framework agreement with Shenzhen Guodong Smart Driving Technologies Co. Ltd (“Auto X”) under which AutoX agreed to integrate 400,000 radars based on Arbe’s chipset into L4 vehicles, over a period of five years provided that the product and support from Arbe to develop the AutoX radar meet the requirement of AutoX.

Research and Development

Arbe was founded as a research and development company, developing microchips for miniature radar systems for companies operating drone fleets, with the aim of providing a technological solution that would enable the drone to detect at high speeds and improved resolution various obstacles, using little electrical power. Once the drone technology was developed, Arbe decided to change the focus of its strategy and research and development to the field of chips for radar systems for autonomous vehicles.

Arbe’s research and development activities are carried out in Israel. Arbe has received Israel Innovation Authority (“IIA”) grant approval for certain approved programs. The total grants that Arbe has been issued by the Innovation Authority as well as from the European Community as of the date of this proxy statement/prospectus, amount to ILS 17.3 million (approximately $4.9 million, based on the exchange rate when the grants were received). The grants will be reimbursed by means of royalties to be paid on all revenues generated by Arbe.

Arbe’s research and development expenses were approximately $12.8 million for 2020 and approximately $22.0 million for 2019. As a result of actions taken by the Government of Israel to address to COVID-19 pandemic and the significant impact of the pandemic on the automotive industry, Arbe significantly reduced its research and development expenses in the year ended December 31, 2020 compared to 2019, and it does not believe that there was any material adverse effect on its revenue as a result.

Intellectual Property

Arbe’s intellectual property is a crucial part of its business. The Arbe Radar Chipset Solution is based on singular technology (patent pending in Israel, the United States, Europe and China) that can produce a detailed and accurate image of the vehicle environment.

Arbe has filed applications for 14 patents covering a wide range of fields that include signal processing, integrated circuit design, package design, antenna design, post-processing methods and algorithms, and system design. Arbe filed these applications in jurisdictions that Arbe believes are the main automotive markets and development centers around the world, principally the United States, the European Union, the People’s Republic of China and Israel. If patents are granted, the patents generally have a term of 20 years from the filing date. Arbe received an issue notification from the United States Patent and Trademark Office that he first patent that was filed by Arbe, a patent for a radar-based system and method for real-time simultaneous localization and mapping, known as SLAM, was approved and the patent will have an issue date of June 15, 2021.

Unpatented trade secrets are an important aspect of Arbe’s business. Arbe relies upon a combination of protections afforded to owners of patents, designs, and trade secrets, along with employee and third-party non-disclosure agreements and other contractual restrictions to establish and protect its intellectual property rights.

Competition

The market for competitive automotive sensing solutions that enable autonomous driving is an emerging one with many potential applications in the development stage. As a result, Arbe faces competition from a range of companies (from large corporations to start-ups) seeking to have their products incorporated into these developing applications and it may take a period of time for its primary competitors to emerge.

The ADAS market is formed of Tier 1 manufacturers which manufacture radar systems, as well as companies that develop and manufacture software and hardware such as chips and sensors for the radar systems, which are called Tier 2 supplier. Arbe is a Tier 2 supplier, which has its products manufactured by a third-party manufacturer. As a Tier 2 supplier, Arbe supplies imaging radar chipset to Tier 1 manufacturers who are building imaging radar systems and to OEMs. 

Arbe believes that the following strengths differentiate it and will enable it to successfully compete and maintain its leadership position in its target markets.

•        Technology.    Arbe’s industry is rich in technology and requires expertise and high technological capabilities for research and development. Arbe believes that its 4D imaging radar technology holds significant advantages over alternative technologies such as vision through cameras or LiDAR laser systems and over current-generation radar technologies that are presently on the market or have been announced for development. Additionally, the small dimensions and lightweight nature renders Arbe’s product an optimal solution for “concealed installation.” Arbe will continue to monitor future technological developments that could be integrated into its products to optimize them and position Arbe as a market leader.

•        Cost and Energy Efficient High-Performance Radar Solutions.    Tier-1 manufacturers and automakers are extremely sensitive to the cost of any component in the vehicle, and especially to relatively highly-priced individual components such as radar sensors. They demand competitive prices and put significant weight on this parameter when deciding on vendors. Arbe expects that its products will be competitively priced as a result of mass production. Arbe believes that its price will be competitive in the performance category, and offers better performance.

•        Global Coverage and Large Ecosystem.    Arbe’s products are marketed worldwide and amenable to implementation globally.

•        Significant Validation from Leading Companies in the industry.    Arbe’s progress has garnered the attention of major companies in the industry.

•        Automotive grade development and production.    Vehicle components, particularly parts of the autonomous vehicle driving technology system, are required to have a high functional safety grade. Achieving compliance with functional safety standards, is a time-consuming and labor-intensive process that requires significant cooperation with automotive grade industry participants, such as Tier-1 suppliers and automobile manufacturers. Since 2018, Arbe has worked closely with leading Tier-1 suppliers such as Valeo, HiRain and Weifu, to develop a radar solution that meets these rigorous requirements. This process has included continuous and extensive product-safety auditing. As a result of its close work with these Tier 1 suppliers, Arbe has developed rigorous safety and quality expertise. Arbe believes that this experience provides it with a competitive advantage in marketing against companies that have not worked with Tier 1 suppliers in the development of their product.

•        Relationships with multiple Tier-1 suppliers enable market penetration.    OEMs design their future models and vehicles several years in advance and often then freeze the design in order to produce and deliver the vehicles on time. Therefore, designs for mass-production Level 3 and Level 4 consumer car programs expected in 2023-2025 are being decided in 2020-2022. Radar solutions that will be candidates for inclusion in these programs must go through the process of automotive-grade manufacturing and audit by the OEMs and Tier-1 suppliers. Arbe believes that its experience working with Tier 1 suppliers and OEMs places it in a better position to market to the next generation of autonomous vehicles.

Arbe’s chipset has the highest channel count in the industry, which provides the highest resolutions, true 4-dimensional view of the vehicle’s environment, including separation in high resolution in elevation, an industry first. In addition, Arbe’s dedicated radar processor chip, which was designed specifically for the automotive industry sets it apart from competition, providing not only fast time to market, but more importantly the ability to reduce power consumption, and overall solution cost.

The following chart compares the performance of radar chipset, to that of Arbe:

While Texas Instruments, NXP and Infineon offer a low-resolution radar chip of 3Rx * 4Tx, without a dedicated processor for current generation radars, some other companies are targeting the imaging radar space with high resolution radar chipsets.

Uhnder

Uhnder, a Texas-based radar company backed by Magna, develops digital radar-on-a-chip. It has designed a single-chip radar with 12Rx * 16Tx (vs. Arbe’s 48Rx * 48Tx). The company expects to reach production in 2022. Their radar is based on phase modulated continuous wave (PMCW) modulation, not the standard frequency modulated continuous wave (FMCW), which Arbe believes complicates system design, increases cost, and damages the solution’s dynamic range. PMCW is now generally accepted in automotive, hence most of the recent activity by Uhnder suggests it focuses on non-automotive markets.

Echodyne

Echodyne powers high-performance metamaterials electronically scanned array radars, a concept that we believe does not fit the requirements of automotive industry, scanning by design create a tradeoff between Doppler resolution, azimuth resolution and update rate, which we believe is unacceptable in automotive, which requires all three in parallel. Due to the higher price of the metamaterial technology, Echodyne does not target the automotive industry, but defense force vehicles, security systems, and unmanned aerial and ground vehicles.

Mobileye

Mobileye announced that it is developing a radar with the same channel count of Arbe – 2304 virtual channels. The system is planned to complete production in 2025, placing Mobileye 3 years behind Arbe. We believe that Mobileye plans to play the role of the Tier 1, and compete with Arbe’s customers, who are the leading automotive radar tier 1s, with years of experience in this space.

Arbe’s technology offers advanced radar performance at an affordable price. The illustration below provides a comparison of the leading radar systems channel count and prices.

Current Generation Radars

Traditional radar systems have 5-degree (or worse) resolution. Due to their low azimuth resolution and lack of elevation resolution, traditional radars, that were originally designed for controlling emergency braking and adaptive cruise control, are limited to detecting moving vehicles and discard all detections of the stationary environment. Traditional radars have a high level of false alarms that trigger reports of phantom objects and false positives. For this reason, the detection threshold, is raised which results in decreased radar sensitivity and may lead to accidents. Arbe has revolutionized radar by addressing these core issues that have caused recent driverless vehicle and autopilot accidents by detecting stationary objects, identifying vulnerable road users, and eliminating false alarms without radar ambiguities.

Oculii for short range radar

Oculii, established in 2013, offers a software solution which is implemented on top of traditional 3Rx * 4Tx radar chips, with the aim to improve the elevation and azimuth resolution and to expand the field of view. This approach will also lead to a denser point cloud (hundreds of thousands of points per second) which in turn would allow more advanced signal processing. However, the software solution is not applicable to autonomy level beyond level 2, due to low performance and reliability.

Continental ARS 540

The Continental system is based on 4 Texas Instrument 3Rx * 4Tx chip, cascaded to achieve a 12*16 array, as well as the Xilinx FPGA(field-programmable gate array) board, and not a radar processor on a chip like the Arbe solution. FPGA is not designed for large scale automotive solutions, and therefor has many drawbacks- it is expensive, the continental system costs around $220, it requires high power consumption, has heat dissipation issues, and supports lower frames per second.

Manufacturing

Arbe has not yet embarked on mass production of its products and has focused on development of the first line of product using a unique process that runs in Global Foundries, a major semiconductor supplier for the automotive and other industries. Arbe depends on Global Foundries for the development of its products. Arbe does not presently have a manufacturing or supply agreement with Global Foundries or any other semiconductor manufacturer or supplier. Arbe presently makes its purchases pursuant to purchase orders placed when the components are required. Arbe intends to negotiate a supply agreement with Global Foundries if and when its volume would justify such a contract, but can give no assurance that it will be able to enter into such an agreement on acceptable terms or that, if it does enter into an agreement, the supplier will provide Arbe with the semiconductors that it requires in a timely manner.

Arbe believes that outsourcing will provide Arbe a more secure path in production for quality control and reliability for automotive requirements, although it will be dependent on the contract manufacturer to meet Arbe’s quality and delivery requirements.

Regulations

The automotive industry is subject to high standards of safety and quality. The integration of Advanced Driver Assistance Systems may stem from binding regulatory directives or from initiative on part of the car manufacturers (driven, inter alia, by the wish to obtain a higher safety rating or to accommodate demand from vehicle consumers). Arbe’s products will need to meet quality and safety control standards, regional and international ISO standards and dedicated standards pertaining to ADAS.

Autonomous vehicles are subject to emerging regulatory frameworks at the federal and state levels that are in a rapid state of change. In general, at both the federal and state level, the U.S. has provided a positive and relatively permissive legal environment to allow the safe testing and development of autonomous functionality. We do not anticipate any near-term federal standards that would impede the foreseeable deployments of our radar technology. Some states, however, particularly California and New York, still enforce certain operational or registration requirements for certain autonomous functions. We believe such hurdles will be removed as state regulators gain better experience with the technology. U.S. federal regulations, however, remain largely permissive of deployments of higher levels of safe and responsible autonomous functionality.

In 2015, the NHTSA announced a plan to update the criteria for 5-star safety ratings, to encourage automakers to use technology to prevent traffic accidents. In 2016, the NHTSA added automated braking systems to the list of technologies required to achieve a 5-star safety ratings. The technologies currently recommended by the NHTSA include: forward collision warning, lane departure warning, rear view video system, and automatic emergency breaking

Foreign markets such as the China and the EU also continue to develop their respective standards to define deployment requirements for higher levels of autonomy. In China, for example, the government has undertaken numerous efforts to promote autonomous vehicles development, including its February 2020 release of the Strategies for Innovation and Development of Autonomous Vehicles by China’s National Development and Reform Commission and ten other agencies. This initiative sets forth an ambitious plan to create a systematic framework for technical innovation, industrial ecology, infrastructure, regulations and standards, product regulation and network security in the autonomous vehicles market by 2025, and from 2035 to 2050, to fully establish an ecosystem for autonomous vehicles. Much of the emerging regulatory and legislative activity around autonomous vehicles in the EU has been focused on data privacy and security, given the volume and types of data collected, stored and transmitted by autonomous vehicles. A key part of Europe’s emerging autonomous vehicles strategy is the creation of a common European mobility data space, to be further developed in the EU’s “Smart and Sustainable Transport Strategy.” Given the intense work in these areas, we expect a workable path forward in the near-term in these markets.

Like all companies operating in similar industries, we are subject to environmental regulation, including water use; air emissions; use of recycled materials; energy sources; the storage, handling, treatment, transportation and disposal of hazardous materials; and the remediation of environmental contamination. Compliance with these rules may include the need to obtain permits and licenses and to allow inspections of our facilities and products.

Overall, the autonomous vehicles regulatory landscape is still evolving rapidly. We may become subject to additional regulatory schemes and requirements as the development of federal, state and foreign legal frameworks around autonomous vehicles continue to develop and change.

In recent years, governments, authorities and organizations around the world have sought to tackle the problem of traffic accidents, through — among other methods — regulation and legislation that encourage, and even require, installation of ADAS in vehicles. Such trends are gaining momentum and are being promoted by the U.S. National Road Safety Authority (NHTSA) and Euro-NCAP, among others, who institute standards for safety ratings for new vehicles, and provide the highest rating (5 stars) where advanced technology for the prevention of traffic accidents is installed. A similar trend applies to the Chinese car safety assessment program CNCAP which incorporates “Active Safety” criteria into its 5-star rating. In Israel, for instance, in 2015, the government approved the Ministry of Transport’s plan to provide a financial incentive for private vehicle owners to install lifesaving safety systems, and to establish that buses and trucks would be required to install a system for identifying pedestrians as a condition for renewing the vehicle’s license.

Source: Yole Développement, Autosens 2018.

It should be noted that in addition to the regulatory trends, awareness among automakers and vehicle owners of the importance and benefits of installing ADAS (even in the absence of binding regulation) has increased, and it is likely that in the future, the vast majority of new vehicles will be equipped with such systems. This trend is expected to accelerate due to various factors, including improvements that have enabled price reduction.

Regulation or standardization may stipulate that automakers or vehicle-owners install ADAS in general, and radar systems in particular, which could facilitate Arbe’s penetration into potential target markets.

Similarly, internal regulation adopted by OEMs voluntarily, or regulation by insurance companies requiring ADAS as a prerequisite for an insurance policy may also benefit Arbe’s operations and business outcomes.

As an Israeli company, Arbe is subject to laws and regulations applicable to all companies, including export controls, privacy, cybersecurity, anti-corruption, labor relations and workplace laws and regulations.

Employees

As of June 8, 2021, Arbe had 105 employees and service providers, of which 87 are engaged in research and development and related functions. Arbe anticipates significant employee growth as it approaches commercialization. None of Arbe’s employees are represented by a labor union, and Arbe considers its employee relations to be good. To date, Arbe has not experienced any work stoppages.

Facilities

Arbe does not own any real estate. Arbe rents offices from third parties, extending over an area of approximately 900 square meters located in HaHashmonaim Street in Tel Aviv. Arbe pays monthly rent of around ILS 66,000 (approximately $20,000). The offices serve both for Arbe’s R&D activities and Arbe’s corporate headquarters.

Legal Proceedings

Arbe is not currently a party to any legal proceedings.

DIRECTOR AND EXECUTIVE COMPENSATION

Directors

Under the Israeli Companies Law, the compensation of a public company’s directors requires the approval of its compensation committee, the subsequent approval of its board of directors and, unless exempted under regulations promulgated under the Israeli Companies Law, the approval of its shareholders at a general meeting. If the compensation of a public company’s directors is inconsistent with its stated compensation policy, then those provisions that must be included in the compensation policy according to the Israeli Companies Law must have been considered by the compensation committee and the board of directors, and the shareholder approval will require a special majority (which we refer to herein as a “special compensation majority vote”) under which:

•        at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or

•        the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2% of the aggregate voting rights in the company.

Executive Officers other than the Chief Executive Officer

The Israeli Companies Law requires the approval of the compensation of a public company’s executive officers (other than the chief executive officer) in the following order: (i) the compensation committee, (ii) the board of directors, and (iii) if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders (by a special compensation majority vote as described above). However, if the shareholders of the company do not approve a compensation arrangement with an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision.

Chief Executive Officer

Under the Israeli Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders (by a special compensation majority vote as described above). However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of directors provide detailed reasons for their decision. The approval of each of the compensation committee and the board of directors should be in accordance with the company’s stated compensation policy; however, in special circumstances, they may approve compensation terms of a chief executive officer that are inconsistent with such policy, provided that they have considered those provisions that must be included in the compensation policy according to the Israeli Companies Law and that shareholder approval was obtained (by a special compensation majority vote as described above). In addition, the compensation committee may waive the shareholder approval requirement with regard to the approval of the engagement terms of a candidate for the chief executive officer position if the compensation committee determines that the compensation arrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business relationship with the company or a controlling shareholder of the company and that subjecting the approval of the engagement to a shareholder vote would impede the company’s ability to engage the chief executive officer candidate.

Aggregate Compensation of Executive Officers and Directors

The aggregate compensation paid by Arbe and its subsidiaries to its executive officers and directors, including share-based compensation, for the year ended December 31, 2020, was approximately $1.7 million.

This amount includes approximately$0.22 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders, and other benefit costs commonly reimbursed or paid by companies in Israel.

In addition, see “Description of the Transactions — Merger Consideration” for a description on the payments to Arbe’s management in connection with the consummation of the Business Combination Agreement.

As of December 31, 2020, options to purchase 27,610 Arbe Ordinary Shares granted to Arbe’s executive officers and directors were outstanding under its equity incentive plans at a weighted-average exercise price of $22.59. The number of Arbe Ordinary Shares and the exercise price per Arbe Ordinary Shares in the preceding sentence will be adjusted by the Conversion Ratio as a result of the Recapitalization, and will be options to purchase 1,277,835 Arbe Ordinary Shares at an average exercise price of approximately $0.488 per shares.

Arbe is not planning to pay any direct fees to its directors for services rendered in that capacity.

Equity Incentive Plans

2016 Incentive Share Option Plan

Arbe’s 2016 Incentive Share Option Plan (the “2016 Plan”) was adopted by its board of directors on September 25, 2016. The 2016 Plan provides for the grant of options to Arbe’s employees, directors, office holders, service providers and consultants of Arbe and its subsidiaries.

Authorized Shares.    As of December 31, 2020, there were 2,725 Arbe Ordinary Shares reserved and available for issuance under the 2016 Plan. Arbe Ordinary Shares subject to options granted under the 2016 Plan that expire or become unexercisable without having been exercised will become available again for future grant under the 2021 Plan.

Administration.    Arbe’s board of directors, or a duly authorized committee of Arbe’s board of directors, serves as administrator (the “administrator”) of the 2016 Plan. Under the 2016 Plan, the administrator has the full power and authority, subject to applicable law, to, among other things: (i) designate participants in the 2016 Plan; (ii) determine the terms and provisions of the respective option agreements, including, but not limited to, the number of options to be granted to each optionee, the number of shares to be covered by each option, provisions concerning the time and the extent to which the option may be exercised and the nature and duration of restriction as to the transferability and to amend, cancel, suspend, convert or substitute such option agreements, as necessary; (iii) determine the fair market value of the shares covered by each option; (iv) make an election as to the type of Section 102 approved option; (v) designate the type of options; (vi) interpret the provisions and supervise the administration of the 2016 Plan; (vii) accelerate the right of an optionee to exercise in whole or in part, any previously granted option; (viii) determine the exercise price of the option; (ix) prescribe, amend and rescind rules and regulation relating to the 2016 Plan; (x) extend the period of the 2016 Plan; and (xi) make all other determinations deemed necessary or advisable for the administration of the 2016 Plan, including, without limitation, to adjust the terms of the 2016 Plan or any option agreement so as to reflect (a) changes in applicable law and (b) the laws of other jurisdictions within which Arbe wishes to grant options.

Eligibility.    The 2016 Plan provides for granting Options under the Israeli tax regime, including in compliance with Section 102 (“Section 102”) of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), and Section 3(i) of the Ordinance.

Section 102 of the Ordinance allows employees, directors and officers who are not “controlling shareholders” (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. Arbe’s non-employee service providers and controlling shareholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, which provides the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track.”

Grant.    Options granted pursuant to the 2016 Plan are evidenced by (i) a resolution of Arbe’s board of directors and/or a written option agreement between Arbe and the optionee, in such form as the administrator has from time to time approved and (ii) any all other documents required by Arbe, whether before or after the grant of the options (including, without limitation, any customary documents and undertaking towards the trustee, if applicable, and/or the tax authorities. Each option agreement states, among other matters, the number of shares to which the option relates, the type of option granted thereunder, the vesting dates, the exercise price per share, the expiration date and such other

terms and conditions as the administrator in its discretion may prescribe, provided that they are consistent with the 2016 Plan. In case of a conflict between the provisions of the 2016 Plan and an option agreement, the provisions of the 2016 Plan will prevail, unless otherwise specifically stated in the option agreement.

Each granted option will expire no later than seven years from the date of the grant thereof, unless a shorter term of expiration is otherwise designated by the administrator.

Awards.    The 2016 Plan provides for the grant of options to purchase one or more Arbe Ordinary Shares pursuant to the 2016 Plan.

Exercise.    An option under the 2016 Plan may be exercised by providing Arbe with a written notice of exercise and full payment of the exercise price for such shares, in such form and method as may be determined by the administrator and, when applicable, by the trustee in accordance with the requirements of Section 102, the Ordinance and any other applicable law.

Transferability.    Other than by will, the laws of descent and distribution or as otherwise provided under the 2016 Plan, neither the options nor any right in connection with such options are assignable or transferable.

Termination of Employment.    In the event of termination of an optionee’s employment or service with Arbe or any of its affiliates, all vested and exercisable awards held by such optionee as of the date of termination will expire, unless extended as specified below.

In the event of an optionee’s termination of employment or service, on the termination date, the unvested portion of the optionee’s option will cease to vest and such unvested options will expire and will not become exercisable. In the event of termination of employment or service of an optionee, vested options as of the termination date will expire.

Notwithstanding any of the foregoing, and unless otherwise stated in the optionee’s option agreement, an option may be exercised after the termination date during an additional period of time beyond the date of such termination, but only with respect to the number of vested options at the time of such termination according to the vesting dates, if: (i) termination is without cause (as defined in the 2016 Plan), by Arbe or by the optionee, or retirement at the retirement age as defined in the applicable law of the optionee, in which event any vested options as of the termination date may be exercised within a period of sixty (60) days after the date of such termination, but in any event no later than the expiration date of such option. After such sixty-day period, all such unexercised awards will terminate, and the shares covered by such awards will again be available for issuance under the 2016 Plan; or (ii) termination is the result of death or disability of the optionee, in which event any vested options as of termination date may be exercised within a period of twelve (12) months after the date of such termination, but in any event no later than the expiration date of such option; or (iii) at any time the administrator may authorize, in its sole and absolute discretion and without such act constituting a precedent in respect of any other optionee, an extension of the terms of all or part of the vested options beyond the date of such termination for a period not to exceed the period during which the options by their terms would otherwise have been expired.

Adjustments.    In the event of any merger, reorganization, consolidation, recapitalization, share dividend, share split, share distribution, spin off, combination or reclassification of the Arbe Ordinary Shares or any other change in corporate structure affecting the number of the Arbe Ordinary Shares, an adjustment in the number of Arbe Ordinary Shares to be covered by the 2016 Plan, or the exercise price, will be made by the administrator, in its sole direction, consistent with its determinations under the 2016 Plan.

In the event of a transaction involving Arbe, the unexercised options then outstanding under the 2016 Plan or a portion thereof may be, subject to the approval of the board of directors and the successor company, assumed or substituted for an appropriate number of options or shares or other securities of the successor company (or a parent or subsidiary of the successor company). In the event of such assumption and/or substitution of options, appropriate adjustments will be made to the exercise price so as to reflect such action and all other terms and conditions of the option agreement will remain unchanged, including, but not limited to, the vesting schedule, unless otherwise determined by the administrator, which determination will be in its sole discretion and final. In any such transaction, if the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute the options, the board will have full power and authority to determine that (i) the vesting dates will be accelerated so that any unvested option or any portion thereof will be immediately vested upon the occurrence of the transaction; or (ii) any unvested options will be cancelled or cashed out in connection with the transaction. Notwithstanding anything to the contrary

in the 2016 Plan and subject to the above, if, in a transaction, the successor company (or parent or subsidiary of the successor company) does not agree to assume or substitute the options, unless determined otherwise by the board, all unexercised options and all unvested options will expire as of the date of the transaction.

2021 Equity Incentive Plan

Arbe intends to adopt a new incentive plan (the “2021 Plan”) under which it may grant equity-based incentive awards to attract, motivate and retain the talent for which it competes. After the adoption of the 2021 Plan, Arbe will no longer grant any awards under the 2016 Plan, though previously granted options under the 2016 Plan will remain outstanding and governed by the 2016 Plan.

Administration.    Arbe’s board of directors, or a duly authorized committee of Arbe’s board of directors, will administer the 2021 Plan. Under the 2021 Plan, the administrator has the authority, subject to applicable law, to interpret the terms of the 2021 Plan and any award agreements or awards granted thereunder, designate recipients of awards, determine and amend the terms of awards, including the exercise price of an option award, the fair market value of an ordinary share, the time and vesting schedule applicable to an award or the method of payment for an award, accelerate or amend the vesting schedule applicable to an award, prescribe the forms of agreement for use under the 2021 Plan and take all other actions and make all other determinations necessary for the administration of the 2021 Plan. The Board of Directors of Arbe will also determine the option pool available for future grants under the 2021 Plan.

The administrator also has the authority to amend and rescind rules and regulations relating to the 2021 Plan or terminate the 2021 Plan at any time before the date of expiration of its ten-year term.

Eligibility.    The 2021 Plan provides for granting awards under various tax regimes, including, without limitation, for awards granted to Arbe’s Israeli employees or service providers, in compliance with Section 102 of the Ordinance or Section 3(i) of the Ordinance and for awards granted to non-Israeli employees or service providers.

Section 102 of the Ordinance allows employees, directors and officers who are not “controlling shareholders” (as used under the Ordinance) and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Arbe’s non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.

Grant.    All awards granted pursuant to the 2021 Plan will be evidenced by an award agreement, in a form approved, from time to time, by the administrator. The award agreement will set forth the terms and conditions of the award, including the type of award, number of shares subject to such award, vesting schedule and conditions (including performance goals or measures) and the exercise price, if applicable. Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards.

Awards.    The 2021 Plan provides for the grant of stock options (including incentive stock options and nonqualified stock options), ordinary shares, restricted shares, restricted share units and other share-based awards.

Exercise.    An award under the 2021 Plan may be exercised by providing Arbe with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator and permitted by applicable law. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2021 Plan, the administrator may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to Arbe.

Transferability.    Other than by will, the laws of descent and distribution or as otherwise provided under the 2021 Plan, neither the options nor any right in connection with such options are assignable or transferable.

Termination of Employment.    In the event of termination of a grantee’s employment or service with Arbe or any of its affiliates, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator. After such period, all such unexercised awards will terminate and the shares covered by such awards will again be available for issuance under the 2021 Plan.

In the event of termination of a grantee’s employment or service with Arbe or any of its affiliates due to such grantee’s death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within such date, will terminate and the shares covered by such awards will again be available for issuance under the 2021 Plan.

Notwithstanding any of the foregoing, if a grantee’s employment or services with Arbe or any of its affiliates is terminated for “cause” (as defined in the 2021 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination (and in certain circumstances defined in the 2021 Plan, within 12 months thereafter), and the shares covered by such awards shall again be available for issuance under the 2021 Plan.

Transactions.    In the event of a recapitalization event, as defined in the 2021 Plan, including share split, reverse share split, share dividend, combination or reclassification of Arbe’s shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration by Arbe, the administrator in its sole discretion will make an appropriate adjustment in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2021 Plan, to the class and kind of shares subject to the 2021 Plan, as well as the exercise price per share of each outstanding award, as applicable, the terms and conditions concerning vesting and exercisability and the term and duration of outstanding awards, or any other terms that the administrator adjusts in its discretion, or the type or class of security, asset or right underlying the award (which need not be only that of Arbe, and may be that of the surviving corporation or any affiliate thereof or such other acquiring party or entity party to any of the above transactions); provided that any fractional shares resulting from such adjustment will be rounded down to the nearest whole share unless otherwise determined by the administrator.

In the event of a merger or consolidation of Arbe, or a sale of all, or substantially all, of the Arbe’s shares or assets or other transaction having a similar effect on Arbe, or a change of control event (including an acquisition of 50% or more of the share capital) or change in the composition of the board of directors, or liquidation or dissolution, a structural change, as defined in the 2021 Plan, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and pay in cash, shares of Arbe, the acquirer or other corporation which is a party to such transaction or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Rights of appointment

Arbe’s current board of directors consists of six directors. Pursuant to the Existing Arbe Articles, certain of its shareholders have rights to appoint members of the board of directors. Prior to the Closing, Arbe’s shareholders will elect the Post-Closing Board of Directors, which will consist seven directors, consisting of four directors designated by Arbe, at least two of whom will be considered independent under Nasdaq requirements; one director designated by ITAC, and two independent directors (under Nasdaq requirements) mutually agreed on by Arbe and ITAC. See “Management Following the Business Combination.”

Agreements with directors and officers

Employment Agreements.

Arbe has in place agreements with each of its executive officers, which will continue in effect after the Merger. The agreements do not have a specific term and may be terminated by either party with or without cause, provide for a monthly salary, provides for pension and severance benefits in accordance with Israeli law. These agreements provide for notice periods of varying duration for termination of the agreement by Arbe or by the relevant executive officer. These agreements also contain customary provisions regarding noncompetition, non-exploitation, confidentiality, and assignment of inventions. These agreements provide for the terms of each individual’s employment or service with Arbe, as applicable. The following table sets for the compensation for the three highest paid officers prior to the salary reduction as of March 2020 (annualized), their annualized compensation during 2020 and their current annual rate of compensation (in United States dollars (rounded)).

Options. Since its inception, Arbe has granted options to purchase Arbe Ordinary Shares to most of its executive officers. The following is a schedule of outstanding options held by officers and directors of Arbe and the exercise price per share. The number of shares of exercise price have been adjusted to reflect the Recapitalization.