| GENERAL |
Note
1:- General
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a. |
Arbe Robotics Ltd. (the
“Company”) was founded and registered on November 4, 2015, and commenced its activity
in January 2016. The Company, a global leader in perception radar solutions, is spearheading
a radar revolution, enabling safe driver-assist systems today while paving the way to full
autonomous-driving. The Company’s radar technology is a critical sensor for L2+ and
higher autonomy. The Company is a provider of imaging radar solutions, and we are leading
a radar revolution, bringing uncompromised imaging capabilities to various markets. In the
private automotive market we are enabling safe driver-assist systems today while paving the
way for fully autonomous driving in the future. We are
a Tier 2 supplier, empowering Tier-1 companies, which are companies that supply parts or
systems directly to OEMs (car manufacturers), autonomous ground vehicles, commercial and
industrial vehicles. We are both chipset providers and solution providers for other markets,
such as defense and homeland security, roboraxi, robotrucks, offhighway vehicles and a wide
array of safety applications with next-generation sensing based on our proprietary chipset
and perception algorithms. |
The Company’s
ordinary shares are listed on the Nasdaq Stock Market (“Nasdaq”) and the Tel Aviv Stock Exchange (“TASE”) under
the symbols “ARBE,” the Company’s publicly traded warrants are listed on Nasadaq under the symbol “ARBEW,”
and the Company’s convertible bond are listed on TASE. Pursuant to statutory exemption available for dual listed companies under
the Israeli securities and companies’ laws, since the Company’s ordinary shares are listed on Nasdaq and TASE, the Company’s
reporting requirements are in substance in accordance with the provisions applicable to Nasdaq listed foreign private issuers.
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b. |
On October 26, 2017, the Company established
a Delaware subsidiary, Arbe Robotics US Inc. Arbe Robotics US Inc is engaged mainly in the
Company’s sales and operate as the Company’s distributor in the U.S. |
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c. |
On October 7, 2021, the Company consummated
the merger (the “Merger”) pursuant to which the Company’s wholly-owned
subsidiary, Autobot MergerSub, Inc. (“Merger Sub”) was merged with Industrial
Tech Acquisitions Inc. (“ITAC”) pursuant to which ITAC became a wholly-owned subsidiary
of the Company, and the Company issued ordinary shares and warrants to the holders of ITAC
common stock and warrants, respectively. In connection with the Merger, the name of ITAC
was changed to Autobot HoldCo, Inc. |
In connection with
the Merger, and immediately prior to the closing of the Merger, the Company effected a recapitalization (the “Recapitalization”),
which was approved by the Company’s directors and shareholders.
Pursuant to the Merger,
Arbe issued to ITAC securityholders (a) 3,866,842 ordinary shares to the holders of ITAC common stock and (b) 10,735,680 Arbe warrants
to the holders of ITAC warrants, of which 7,623,600 warrants are public warrants and 3,112,080 warrants are private warrants.
Total gross proceeds
resulted from the Merger and the related PIPE financing were approximately $118,288, of which total transaction costs amounted to approximately
$16,707. The total gross proceeds include the $100,000 from the sale of 10,000,000 ordinary shares to the PIPE investors at $10.00 per
share.
On December 31, 2024,
the Company completed the liquidation of Autobot HoldCo, Inc.
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d. |
On February 5, 2024, the Company established
a Chinese subsidiary, Shanghai Arbe Technologies Co., Ltd (“Arbe China”). Arbe
China was formed to assist mainly in providing customer support in the China region. |
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e. |
The Company depends on one supplier for
the development and productization of its products. If this supplier fails to deliver or
delays the delivery of the necessary products, the Company will be required to seek alternative
sources of supply. A change in supplier could result in manufacturing delays and increased
costs, which could result in a possible loss of sales which would adversely affect the Company’s
business, prospects, results of operations and financial position. |
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f. |
As the Company operates internationally
and substantially its revenue is derived from sales outside of Israel, the business is affected
by inflation, supply chain issues and economic conditions in countries in which the Company
is seeking to conduct business, security and cybersecurity issues, fiscal and monetary policies,
tariffs, interest rates and regulations affection the automotive industry, the timing by
the automotive and other industries on the introduction of unmanned automobiles and other
unmanned devices, safety concerns and well as the effect of regional conflicts and steps
taken by governments with respect to parties to such conflicts. As an Israeli company,
the Company is also subject to the effect on Israel and the Israeli economy of the present
war with Iran and Hezbollah. On February 28, 2026, the United States and Israel launched
military attacks against Iran, targeting primarily nuclear, military and leadership sites.
In support of Iran, Hezbollah commenced strikes against Israel, and Israel responded with
air attacks against Lebanon and has announced a ground attack on the southern portion of
Lebanon which borders Israel. |
As a result of these
hostilities, missiles and drones are fired at Israel, including Tel Aviv, on a daily basis. There is a call-up of Israel’s working
population, including some of our employees, and the effect of any potential boycott, both of Israeli products and business, and of stocks
in Israeli companies may affect our business.
As of the date of these
financial statements, our operations and financial results have not been affected in any material effect, and we are constantly considering
and taking different measures to address these conflict risks.
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g. |
The Company has incurred losses from operations since its inception and has had negative cash flow from operating activities. On January 26, 2026, the Company raised gross proceeds of $18,500 in an underwritten registered direct public offering. Refer to Note 15. |
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