Item 5.07 Submission of Matters to a Vote of Security Holders
On
special meeting of its stockholders (the “Meeting”), at which holders of an
aggregate of 6,619,109 shares of the Company’s Class A common stock and Class B
common stock (collectively, “Common Stock”) were present in person or by proxy,
constituting a quorum for the transaction of business at the Meeting. Only
stockholders of record as of the close of business on
record date for the Meeting, were entitled to vote at the Meeting. As of the
record date, 9,680,736 shares of Common Stock were outstanding and entitled to
vote (as a single class) at the Meeting. An aggregate of 5,813,894 shares of
Class A common stock were presented for redemption in connection with the
Meeting. The proposals listed below were presented at the Meeting, which
proposals are described in more detail in the Definitive Proxy Statement on
Schedule 14A filed by the Company with the
(the “SEC”) on
final voting results of the Meeting is set forth below.
Proposal 1 – The Business Combination Proposal
The Company’s stockholders approved Proposal 1 (the Business Combination
Proposal). The votes cast were as follows:
For Against Abstain 6,590,859 28,000 250
Proposal 2 – The ITAC Charter Proposal
The Company’s stockholders approved Proposal 2 (the ITAC Charter Proposal). The
votes cast were as follows:
For Against Abstain 6,587,145 31,702 262
As there were sufficient votes at the time of the Meeting to approve each of the
above proposals, the “Adjournment Proposal” described in the Proxy Statement,
which had been previously voted on by proxy, was not presented to stockholders
at the Meeting.
The transactions contemplated by the Business Combination Agreement (as defined
below and as described in the Proxy Statement) were consummated on
2021
Item 7.01 Regulation FD Disclosure.
On
“Press Release”) announcing that it was named a 2021 Automotive News PACEpilot
Innovation to Watch at an online awards ceremony on
award recognizes post-pilot pre-commercial innovations in the automotive and
future mobility space.
As announced on
Report on Form 8-K filed by the Company with the
Company entered into a definitive business combination agreement, dated as of
global leader in next-generation 4D Imaging Radar Solutions, pursuant to which,
upon the terms and subject to the conditions set forth therein, among other
things,
subsidiary of Arbe, would merge with and into the Company, with the Company
surviving as a wholly-owned subsidiary of Arbe, and the holders of the Company’s
Common Stock and warrants would become holders of Arbe ordinary shares and
warrants, all as set forth in the Business Combination Agreement. As disclosed
in Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders
approved the Business Combination Agreement and the transactions contemplated
thereby at a special meeting held on
contemplated by the Business Combination Agreement were consummated on
7, 2021
shares and warrants of Arbe are expected to begin trading on the Nasdaq Capital
Market under the symbols “ARBE” and “ARBEW,” respectively, on
1
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release is intended to be furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains certain “forward-looking statements” within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934, both as
amended by the Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about the Company and Arbe and
the transactions contemplated by the Business Combination Agreement (the
“Transactions”), and the parties’ perspectives and expectations, are
forward-looking statements. Such statements include, but are not limited to,
statements regarding the Transactions, including the anticipated initial
enterprise value and post-closing equity value, the benefits of the
Transactions, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined
company, and the expected timing of the Transactions. The words “expect,”
“believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,”
“should,” “potential” and similar expressions indicate forward-looking
statements. These forward-looking statements are not guarantees of future
performance and are subject to various risks and uncertainties, assumptions
(including assumptions about general economic, market, industry and operational
factors), known or unknown, which could cause the actual results to vary
materially from those indicated or anticipated.
These forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including
assumptions about general economic, market, industry, regulatory and operational
factors), known or unknown, which could and are likely to cause the actual
results to vary materially from those indicated or anticipated. You should
carefully consider the risk factors and uncertainties described in “Risk
Factors,” “Arbe’s Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” “ITAC’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” “Forward-Looking Statements” and
the additional risks described in the proxy statement/prospectus dated
17, 2021
(the “SEC”) on
14A which was filed by the Company with the
as the other documents filed with the
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may, and are likely to, vary
materially from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue reliance on these
forward-looking statements.
Important Information About the Transactions and Where to Find It
Arbe has filed the proxy statement/prospectus and the Company has filed the
definitive prospectus in connection with the Transactions involving Arbe and the
Company. Stockholders of the Company may obtain copies of the these documents,
without charge, on the
the Company by contacting
Texas
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities pursuant to the Transactions or otherwise, nor
shall there be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, datedOctober 1, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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