UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A
(Rule 14a-101)

________________

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

INDUSTRIAL TECH ACQUISITIONS, INC.
(Name of Registrant as Specified in Its Charter)

_______________________________________________________________

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:1

	(5)	Total fee paid:


☒	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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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

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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 October 5, 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 September 17, 2021, and is first being mailed to ITAC stockholders on or about September 17, 2021.

ALL HOLDERS (THE “PUBLIC STOCKHOLDERS”) OF CLASS A SHARES ISSUED IN ITAC’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, SEE “REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 5, 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 10:00 a.m. Eastern time on October 5, 2021, accessible at https://www.cstproxy.com/industrialtechacquisitions/2021, 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 and approve 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 August 24, 2021, the record date for the Special Meeting, 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.

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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 September 17, 2021 and is first being mailed to ITAC stockholders on or about September 17, 2021.

By Order of the Board of Directors

/s/ E. Scott Crist
E. Scott Crist
Chief Executive Officer and Chairman of the Board

Houston, Texas

September 17, 2021

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TABLE OF CONTENTS

		Page
About This Proxy Statement/Prospectus		1
Exchange Rate Presentation		1
Industry and Market Data		1
Trademark, Trade Names And Service Marks		1
Frequently Used Terms		2
Summary Of The Material Terms Of The Merger		7
Questions and Answers About the Proposals		10
Summary of the Proxy Statement/Prospectus		23
Historical Comparative and Pro Forma Combined Per Share Data of ITAC and Arbe		38
Price Range of Securities and Dividends		39
Risk Factors		40
Forward-Looking Statements		83
Special Meeting of ITAC Stockholders		85
Proposal No. 1 — The Business Combination Proposal		88
Proposal No. 2 — The ITAC Charter Proposal		111
Proposal No. 3 — The Adjournment Proposal		113
Approvals of Arbe Shareholders		114
The Business Combination Agreement		115
Agreements Entered into in Connection with the Merger Agreement		120
Material U.S. Federal Income Tax Considerations		123
Material Israeli Tax Considerations		139
Information about ITAC		145
ITAC Selected Financial Information		153
ITAC’S Management’s Discussion and Analysis of Financial Condition and Results of Operations		154
Business of Arbe		158
Director and Executive Compensation		172
Certain Relationships and Related Persons Transactions		177
Selected Financial Information of Arbe		181
Arbe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations		182
Unaudited Pro Forma Condensed Combined Financial Information		191
Management of Arbe Following the Business Combination		203
Beneficial Ownership of Arbe Securities		214
Description of ITAC Securities		218
Description of Arbe Warrants		226
Description of Arbe Ordinary Shares		230
Legal Matters		237
Experts		237
Where You Can Find Additional Information		237
Delivery of Documents to Shareholders		238
Where You Can Find More Information		238
Index to Financial Statements		F-1

ANNEXES
Annex A: Business Combination Agreement		A-1
Annex A1: First Amendment to the Business Combination Agreement dated June 28, 2021		A1-1
Annex A2: Second Amendment to the Business Combination Agreement dated September 6, 2021		A2-1
Annex B: Restated Arbe Articles		B-1
Annex C: Restated ITAC Charter		C-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Arbe, constitutes a prospectus of Arbe under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to (i) the Arbe Ordinary Shares to be issued to ITAC stockholders in connection with the consummation of the Merger, (ii) the Arbe Warrants to be issued to holders of ITAC Warrants in connection with the consummation of the Merger, and (iii) the Arbe Ordinary Shares underlying the Arbe Warrants, in each instance, if the Merger is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, with respect to the Special Meeting of ITAC stockholders at which ITAC stockholders will be asked to consider and vote upon a proposal to approve the Merger by the adoption and approval of the Business Combination Agreement and the ITAC Charter Proposal, among other matters.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “Arbe” and the “Company” refer to Arbe Robotics Ltd., together with its subsidiaries. All references in this proxy statement/prospectus to “ITAC” refer to Industrial Tech Acquisitions, Inc.

Information in this proxy statement/prospectus relating to the number of outstanding Arbe Ordinary Shares and per share information, unless otherwise provided, reflect the present capitalization of Arbe. As a result of the Recapitalization described in this proxy statement/prospectus, the number of outstanding Arbe Ordinary Shares will change which will result in a change in the per share information.

EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Arbe competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Arbe’s own internal estimates, taking into account publicly available information about other industry participants and Arbe’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “Arbe’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Information About the Companies — Arbe’s Business” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

ITAC and Arbe own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable “©,” “SM” and “TM” symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “Arbe” and the “Company” refer to Arbe Robotics Ltd., a company organized under the laws of Israel, the term “ITAC” refers to Industrial Tech Acquisitions, Inc., a Delaware corporation, and “Merger Sub” refers to Autobot MergerSub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Arbe.

In addition, in this proxy statement/prospectus:

“2021 Plan” means the new equity incentive plan for Arbe pursuant to which Arbe may grant equity-based incentive awards to attract, motivate and retain the talent for which it competes, such plan to be in substantially the form filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting of the stockholders of ITAC 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, there are not sufficient votes to approve the Business Combination Proposal or the ITAC Charter Proposal.

“Arbe Lock-up Agreement” means the agreements dated as of March 18, 2021 pursuant to which certain of Arbe’s principal shareholders agreed not to sell Arbe shares, subject to specified release provisions, during the one-year period commencing on the Closing Date.

“Arbe Ordinary Shares” means Arbe’s ordinary shares, with a nominal value of NIS 0.01 per share, having one vote per share; provided, however, that, as a result of, and in connection with, the Recapitalization, the nominal value of the Arbe Ordinary Share will be NIS 0.000216 per share.

“Arbe Preferred Shares” means the preferred shares, with a nominal value of NIS 0.01 per share, of Arbe, which will be converted into Arbe Ordinary Shares pursuant to the Recapitalization prior to the Effective Time.

“Arbe Shareholder Approval Matters” means (i) the adoption and approval of the Business Combination Agreement and the Transactions; (ii) the approval of the Restated Arbe Articles and the Recapitalization; (iii) the adoption and approval of the 2021 Plan; (iv) the appointment of the members of the Post-Closing Board of Directors of Arbe; (v) the issuance of Arbe Ordinary Shares and Arbe Warrants pursuant to the Business Combination Agreement, including (x) the Arbe Ordinary Shares issuable in connection with the PIPE Investment, (y) the Arbe Ordinary Shares issuable pursuant to the Recapitalization, and (z) the Arbe Ordinary Shares issuable upon exercise of the Arbe Warrants, the Continuing Arbe Warrants and Outstanding Arbe Options; and (vi) such other matters as Arbe and ITAC may mutually determine to be necessary or appropriate in order to effect the Transactions.

“Arbe Warrants” means the warrants to purchase Arbe Ordinary Shares to be issued to the holders of ITAC Warrants in connection with the consummation of the Merger.

“Broker Non-Vote” means the failure of an ITAC stockholder who holds shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 18, 2021, by and among ITAC, Arbe and Merger Sub, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

“Business Combination Proposal” means the proposal to adopt and approve the Business Combination Agreement and approve the Transactions contemplated thereby.

“Closing” shall mean the closing of the Merger.

“Continuing Arbe Warrants” means Outstanding Arbe Warrants which (1) are not required by their terms to be exercised in connection with the Merger and (2) are not exercised at the election of the holder thereof prior to the consummation of the Recapitalization.

“Conversion Ratio” means such number Arbe Ordinary Shares as is determined by multiplying (1) one 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, if any, by which the ITAC Transaction Expenses (other than expenses relating to the PIPE Investment) (as defined in the Business Combination Agreement) exceed $7,000,000, by (B) $10.00, and subsequently dividing

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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.

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“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.

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“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 October 5, 2021 at 10:00 a.m. Eastern time, accessible at https://www.cstproxy.com/industrialtechacquisitions/2021, 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,

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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.

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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 up or down to the closest integral number of Arbe Ordinary Shares, with one-half share being rounded up to the next higher integral number of 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.

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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 up or down to the closest integral number of Arbe Ordinary Shares, with one-half share being rounded up to the next higher integral number of shares, and the adjusted purchase price or exercise price of outstanding options and warrants being 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.

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(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 October 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).

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement/prospectus?		A. ITAC and Arbe have agreed to pursue the Merger under and in accordance with the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and ITAC encourages its stockholders to read it in its entirety. ITAC’s stockholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement and certain other related matters, which, among other things, provides for Merger Sub to be merged with and into ITAC with ITAC being the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Arbe, and the holders of ITAC Common Stock and ITAC Warrants becoming holders of Arbe Ordinary Shares and Arbe Warrants, respectively. See “Proposal No. 1 — The Business Combination Proposal” and “Description of the Business Combination Agreement.”
Q. In addition to the Business Combination Proposal, what is being voted on at the Special Meeting?		A. In addition to the Business Combination Proposal, ITAC’s stockholders are being asked to vote to adopt the Restated ITAC Charter, which changes the name of ITAC to Autobot HoldCo, Inc., changes the authorized capital stock to 100 shares of common stock and otherwise restates the Existing ITAC Charter to a certificate of incorporation appropriate for a privately-owned corporation. Following the consummation of the Merger, ITAC will become a wholly-owned subsidiary of Arbe. See the “Proposal No. 2 — ITAC Charter Proposal.”
		The ITAC stockholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, ITAC would not have been authorized to consummate the Merger. See the section entitled “Proposal No. 3 — The Adjournment Proposal.”
		ITAC will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Merger and the other matters to be acted upon at the Special Meeting. Stockholders should read it, including the documentation annexed hereto, carefully.
		The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is ITAC proposing the Merger?		A. ITAC was organized to effect a merger, capital stock exchange, asset acquisition or other business combination similar to the Merger with one or more businesses or entities.
		ITAC completed its IPO of 7,500,000 Units on September 11, 2020, with each Unit consisting of one share of ITAC Class A Common Stock and one ITAC Public Warrant, concurrently with a private placement of 3,075,000 ITAC Private Warrants for $3,075,000. Each ITAC Warrant (both the Public Warrants and the Private Warrants) entitles the holder to purchase one share of ITAC Class A Common Stock at a price of $11.50. On October 13, 2020, ITAC completed the sale of an additional 123,600 Units that were subject to the underwriters’ over-allotment option at $10.00 per Unit, generating gross proceeds of $1,236,000. Following the closing of the over-allotment option, an aggregate amount of $76,998,360 has been placed in the Trust Account established in connection with the IPO. Since the IPO, ITAC’s activity has been limited to the evaluation of Merger candidates.

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		Arbe is a provider of 4D Imaging Radar solutions, and is leading a radar revolution, enabling truly safe driver-assist systems today while paving the way for fully autonomous driving. Arbe is empowering automakers, tier-1 companies, and enabling 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 is an essential sensor for L2+ and higher levels of autonomy. Arbe’s solution includes an RF chipset with the largest channel array in the industry, a groundbreaking radar processor chip, and artificial intelligence (AI)-based post-processing. Founded in 2015, Arbe has offices in Israel and the United States. Based on ITAC’s due diligence investigations of Arbe and the industry in which it operates, including the financial and other information provided by Arbe in the course of their negotiations, ITAC believes that Arbe has an appealing growth profile and that the proposed Merger presents a compelling valuation. As a result, ITAC believes that the proposed Merger with Arbe will provide ITAC stockholders with an opportunity to participate in a company with significant growth potential. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The ITAC Board of Directors’ Reasons for the Merger.”
Q. What will happen to ITAC’s securities upon consummation of the Merger?		A. Each outstanding ITAC Unit will be separated into its components — the ITAC Common Stock and the ITAC Warrants — and the ITAC Units will cease to trade. The ITAC Units, ITAC Class A Stock and the ITAC Warrants are currently listed on Nasdaq under the symbols “ITACU,” “ITAC” and “ITACW,” respectively. ITAC’s securities will cease trading following the consummation of the Merger. 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 upon consummation of the Merger. While trading on Nasdaq is expected to begin on the first business day following the consummation 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. A Nasdaq listing is a condition to Arbe’s obligation to close, so, unless Arbe waives the closing condition, the Merger will not be completed if the Arbe Ordinary Shares are not listed on Nasdaq. See “Risk Factors — Risks Related to the Merger” for more information.
Q. What will happen in the Merger?		A. Subject to the terms and conditions set forth in the Business Combination Agreement, at the Closing, Merger Sub will merge with and into ITAC, with ITAC surviving as a wholly-owned subsidiary of Arbe. Each share of ITAC Common Stock will become and be converted into the right to receive one Arbe Ordinary Share and each ITAC Warrant will become and be converted into the right to receive an Arbe Warrant to purchase the same number of Arbe Ordinary Shares at the same exercise price per share as the ITAC Warrant, which is $11.50 per share.
		More specifically, immediately following Closing, assuming the “No Redemption Scenario”: • All of the outstanding shares of ITAC Common Stock, consisting of (i) 7,774,836 shares of ITAC Class A Common Stock, of which 7,623,600 are held by the Public Stockholders, (ii) 1,905,900 shares ITAC Class B Common Stock held by the Sponsor, and (iii) 10,000,000 shares of ITAC Class A Common to be held by the PIPE Investors (unless Arbe elects to issue 10,000,000 Arbe Ordinary Shares to the PIPE Investors directly) will be converted into the right receive a total of 19,680,736 Arbe Ordinary Shares.

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• All of the outstanding ITAC Warrants, consisting of (i) 7,623,600 ITAC Public Warrants held by ITAC’s Public Stockholders and (ii) 3,112,080 ITAC Private Warrants, will become and be converted into a total of 10,735,680 Arbe Warrants. In addition, the Sponsor may, but is not obligated to, lend funds to ITAC as may be required for working capital, in connection with the business combination. Such working capital loans would be convertible into ITAC Private Warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000 ITAC warrants if $1,500,000 of notes were converted). ITAC has issued its $250,000 non-interest bearing promissory note to the Sponsor, and the Sponsor has funded $100,000 under the note as of the date of the proxy statement/prospectus. This note, by its terms, is convertible at the election of the holder, into one ITAC Private Warrant for each dollar of the outstanding principal amount of the note that is converted. ITAC has waived its right to convert the note, which will be paid at closing. In connection with ITAC’s initial public offering, ITAC issued to Maxim an option to purchase up to a total of 203,296 units (each consisting of one share of ITAC Common Stock and one redeemable ITAC public warrant to purchase one share of ITAC Common Stock at $11.50 per unit), commencing on the later of (i) the consummation of a business combination by ITAC and (ii) six months from September 11, 2020. Pursuant to the Merger, this unit purchase option will become an option to purchase 203,296 units, each unit consisting of one Arbe Ordinary Shares and one Arbe Warrant.

• After the Recapitalization, at the Effective Time, the Arbe security holders will hold a total of 48,260,747 Arbe Ordinary Shares, Arbe Continuing Warrants to purchase 227,959 Arbe Ordinary Shares and Arbe Continuing Options to purchase a total of 4,011,294 Arbe Ordinary Shares. Accordingly, after the consummation of the Merger and the issuance of the PIPE Shares, there will be a total of (i) 67,941,483 Arbe Ordinary Shares outstanding, and (ii) an additional 10,938,976 Arbe Ordinary Shares reserved issuance upon exercise of the (x) the Arbe Warrants issuable in exchange for the 7,623,600 ITAC Public Warrants and 3,105,900 ITAC Private Warrants, (y) 203,296 Arbe Ordinary Shares issuable upon the exercise of the Underwriter’s unit purchase option and 203,296 Arbe Ordinary Shares issuable upon exercise of the Arbe Warrants issuable upon exercise of the underwriter’s unit purchase option, and (z) 4,239,253 shares issuable upon exercise of the Arbe Continuing Warrants (227,959 shares) and the Outstanding Arbe Options (4,011,294 shares).

Q. Are the proposals conditioned on one another?

Yes. The Merger is conditioned on the approval of Restated Charter Proposal and the Restated Charter Proposal is conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q. What will be the relative equity stakes of ITAC’s public stockholders, the Sponsor, the PIPE Investors and Arbe’s existing shareholders in Arbe upon completion of the Merger?

A. Upon consummation of the Merger, Arbe will become a public company and ITAC will become a wholly-owned subsidiary of Arbe. In connection therewith, the former security holders of ITAC and the PIPE Investors will all become security holders of Arbe.

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Upon consummation of the Merger, assuming the No Redemption Scenario and after giving effect to the Recapitalization, the post-Closing share ownership of Arbe Ordinary Shares would be as follows:

	Arbe Ordinary Shares(1) Assuming No Redemption			Arbe Ordinary Shares(1) Assuming Maximum Redemption
	Shares	%		Shares	%
ITAC public stockholders	7,623,600	(11.22	)%	0	(0.00	)%
Sponsor(2)	1,905,900	(2.81	)%	1,905,900	(3.17	)%
Maxim	151,236	(0.22	)%	151,236	(0.24	)%
PIPE Investors	10,000,000	(14.72	)%	10,000,000	(16.58	)%
Existing Arbe shareholders(3)	48,260,747	(71.03	)%	48,260,747	(80.01	)%
Total	67,941,483	(100.00	)%	60,317,883	(100.00	)%

____________

(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 4,239,253 Arbe Ordinary Shares. The exact number of shares to be held by the Arbe shareholders upon completion of the Recapitalization will reflect any option exercises.

The number of Arbe Ordinary Shares to be held by the existing Arbe Shareholders reflects the Recapitalization and is subject to increase in the event that ITAC’s Transaction Expenses (other than expenses relating to the PIPE Investment) exceed $7,000,000. See “The Business Combination Agreement.”

Pursuant to the Existing ITAC Charter, in connection with the completion of the Merger, each ITAC Public Stockholder may elect to have its shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing ITAC Charter. Payment for such redemptions will come from the Trust Account. To the extent ITAC’s Public Stockholders elect to have their shares redeemed, the consideration to be paid and the relative ownership table described above will be modified accordingly. A final ownership calculation will be disclosed upon Closing of the Merger.

Q. What are the U.S. Federal income tax consequences of the Merger to U.S. holders of ITAC Common Stock and/or Public Warrants?

A. As described more fully under the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Considerations of the Merger,” the parties have structured the Merger to meet the relevant requirements provided in U.S. tax law to qualify the Merger as a tax-free reorganization (a “reorganization”) within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) 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.

In addition, Section 367(a) of the Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. Holders to qualify for tax-deferred treatment with respect to the exchange of ITAC Common Stock and/or ITAC Warrants in the Merger.

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		The tax consequences of the Merger are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Merger for U.S. Holders of ITAC Common Stock and/or ITAC Warrants, including the application of Section 367(a) of the Code, see the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Considerations of the Merger.” If you are a U.S. Holder whose ITAC Common Stock and/or ITAC Warrants are exchanged in the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.
		The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Certain Material U.S. Federal Income Tax Considerations.”
Q. What are the U.S. federal income tax consequences of exercising my redemption rights?		A. Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to ITAC Common Stock” or “Certain Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Non-U.S. Holders Exercising Redemption Rights with Respect to ITAC Common Stock” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q. Did the ITAC board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?		A. The ITAC board of directors did not obtain a third-party valuation or fairness opinion in connection with the board’s determination to approve the Merger with Arbe and entry into the Business Combination Agreement. The officers and directors of ITAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of ITAC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Merger with Arbe. In addition, ITAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying on the information contained herein and 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 such business.
Q. How many votes do I have at the Special Meeting?		A. ITAC stockholders are entitled to one vote at the Special Meeting for each share of ITAC Common Stock held of record as of August 24, 2021, the record date for the Special Meeting. As of the close of business on the record date, there were 9,680,736 shares of ITAC Common Stock outstanding. This number includes 7,774,836 shares of ITAC Class A Common Stock and 1,905,900 shares of ITAC Class B Common Stock. The holders of the ITAC Class A Common Stock and the Class B Common Stock vote together as a single class of ITAC Common Stock.
Q. What vote is required to approve the proposals presented at the Special Meeting?		A. The approval of the Business Combination Proposal and the Restated Charter Proposal require the affirmative vote of the holders of a majority of the outstanding shares of ITAC Common Stock entitled to vote. The approval of the Adjournment Proposal, if presented, will require the affirmative vote of a majority of the votes cast by holders of shares of ITAC Common Stock present and entitled to vote at the Special Meeting. The holders of the ITAC Common Stock, which includes the ITAC Class A Common Stock and ITAC Class B Common Stock, vote as a single class. A stockholder’s failure to vote by proxy or to vote virtually at the Special Meeting will have the same effect as voting “Against” the Business Combination Proposal and the ITAC Charter Proposal but, assuming a quorum is established, will have no effect on the Adjournment Proposal.
Q. What constitutes a quorum at the Special Meeting?		A. Holders of a majority in voting power of ITAC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date, the presence, in person or by proxy, of 4,840,369 shares of ITAC Common Stock is required to achieve a quorum.

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Q. How do the insiders of ITAC intend to vote on the proposals?

A. The Sponsor beneficially owns and is entitled to vote an aggregate of approximately 19.7% of the outstanding shares of ITAC’s Common Stock. The Sponsor has agreed to vote its securities in favor of each of the proposals.

Q. What interests do the Sponsor and the current officers and directors of ITAC have in the Merger?

A. In considering the recommendation of the ITAC board of directors to vote in favor of the Merger, ITAC stockholders should be aware that, aside from their interests as stockholders, the Sponsor and certain of ITAC’s directors and officers have interests in the Merger that are different from, or in addition to, those of other stockholders generally. ITAC’s directors were aware of and considered these interests, among other matters, in evaluating the Merger, in recommending to stockholders that they approve the Merger and in Agreeing to vote their shares in favor of the Merger. Stockholders should take these interests into account in deciding whether to approve the Merger. These interests include, among other things, the fact that:

• ITAC’s chief executive officer is the managing member of the Sponsor and has an economic interest in the Sponsor and the other directors of ITAC have an equity interest in the Sponsor.

• If the Merger with Arbe or another business combination is not consummated by ITAC by the Deadline Date, which is December 11, 2021 (15 months from the closing of the ITAC’s IPO) which date may be extended for up to two periods of three months upon payment to the Trust Account of $762,360 for each three-month extension, 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 ITAC Common Stock held by the Sponsor, which was 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 $19,059,000 based upon the closing price of the ITAC Class A Common Stock of $10.00 per share on Nasdaq on August 24, 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 for $1.00 per ITAC Private Warrant. This purchase took place on a private placement basis 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, for a total of $76,998,360 was placed in the Trust Account. Such ITAC Private Warrants had an aggregate market value of $2,800,872 based upon the closing price of $0.90 per Public Warrant on Nasdaq on August 24, 2021, the record date for the Special Meeting. 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 the Deadline Date. 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.

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		• If ITAC is unable to complete an initial business combination by December 11, 2021, or such later date to which the date may be extended, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of a target business 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 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 officers and directors that are no less favorable to such persons than the provisions in ITAC’s Existing Charter. • E. Scott Crist, ITAC’s chief executive officer and a director, will be ITAC’s designee to the Arbe board of directors upon the effectiveness of the Merger. As a director, in the future he may receive any cash fees, stock options or stock awards that the Arbe board of directors determines to pay to its directors.
Q. Do I have redemption rights?		A. If you are a holder of Public Shares, you have the right to request that ITAC redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus regardless of whether your vote in favor or against the Merger or whether you vote at all. Public Stockholders may elect to redeem all or a portion of the public shares held by them regardless of how they vote in respect of the Business Combination Proposal or any other proposal set forth herein. If you wish to exercise your redemption rights, see the answer to the next question: “How do I exercise my redemption rights?”
		Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash. This restriction on redemption does not restrict the ability of such stockholders to vote all of their shares for or against the proposals submitted at the Special Meeting. In addition, pursuant to ITAC’s Charter, in no event will ITAC redeem public shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. In such case, ITAC would not proceed with the redemption of Public Shares and the Merger, and instead may search for an alternate initial business combination.
		The Sponsor has agreed to waive its redemption rights in connection with the consummation of the Merger with respect to all of the shares of ITAC Common Stock held by the Sponsor in connection with the consummation of the Merger. See the section titled “Special Meeting of ITAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. How do I exercise my redemption rights?		A. In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time on October 1, 2021 (two business days before the Special Meeting), (x) submit a written request, which includes the name of the beneficial owner of the Public Shares to be redeemed, to ITAC’s transfer agent that ITAC redeem your Public Shares for cash, and (y) deliver your stock to ITAC’s transfer agent physically or electronically through the Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, ITAC’s transfer agent, is listed under the question “Who can help answer my questions?” below.

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		Any demand for redemption, once made, may be withdrawn at any time until the date of the Special Meeting. After the date of the Special Meeting, a demand for redemption may only be withdrawn with ITAC’s written consent. If you deliver your shares for redemption to ITAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that ITAC’s transfer agent return the shares to you (physically or electronically). You may make such request by contacting ITAC’s transfer agent at the address listed under the question “Who can help answer my questions?” below.
Q. Do I have appraisal rights if I object to the proposed Merger?		A. Under Section 262 of the General Corporation Law of the State of Delaware, neither the holders of ITAC Common Stock nor the holders of ITAC Warrants will have appraisal rights in connection with the Merger.
Q. If I am an ITAC Warrant holder, can I exercise redemption rights with respect to my Warrants?		A. No. The holders of ITAC Warrants have no redemption rights with respect to such securities.
Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?		A. No. Holders of outstanding Units must separate the underlying shares of ITAC Common Stock and ITAC Public Warrants prior to exercising redemption rights with respect to the Public Shares.
		If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, ITAC’s transfer agent, with written instructions to separate such Units into Public Shares and ITAC Public Warrants. This must be completed far enough in advance to permit the mailing of the certificate for the Public Shares back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
		If a broker, bank, or other nominee holds your Units, you must instruct such broker, bank or nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, ITAC’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of ITAC Common Stock and ITAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the ITAC Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your ITAC Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q. I am an ITAC warrant holder. Why am I receiving this proxy statement/prospectus?		A. Although holders of ITAC Warrants do not have voting rights, as a holder of ITAC Warrants, which will become Arbe Warrants, you will be entitled to purchase one Arbe Ordinary Share in lieu of one share of ITAC Class A Common Stock at a purchase price of $11.50 upon consummation of the Merger. This proxy statement/prospectus includes important information about Arbe and the business of Arbe and its subsidiary following consummation of the Merger. Since holders of ITAC Warrants will become holders of Arbe Warrants and may become holders of Arbe Ordinary Shares upon consummation of the Merger, we urge you to read the information contained in this proxy statement/prospectus carefully.

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Q. What happens to the funds deposited in the Trust Account after consummation of the Merger?		A. Of the net proceeds of ITAC’s IPO (including the net proceeds of the underwriters’ exercise of their 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. After consummation of the Merger, the funds in the Trust Account will first be released to pay holders of the Public Shares who exercise redemption rights, and the remained shall thereafter be released to Arbe to pay fees and expenses incurred by ITAC and Arbe in connection with the Merger (including deferred fees of an aggregate of $2,668,260 payable to Maxim in connection with the IPO) and for other expenses incurred by ITAC following the IPO. All remaining amounts will remain on the balance sheet of Arbe and utilized at the discretion of the management team and the post-closing board of directors.
Q. What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?		A. Unlike some other blank check companies that require public stockholders to vote against a merger in order to exercise their redemption rights, ITAC’s Public Stockholders may vote in favor of or against the Merger yet still exercise their redemption rights. Accordingly, the Merger may be consummated even though the funds available from the Trust Account and the number of Public Stockholders is substantially reduced as a result of redemption by Public Stockholders. However, the Merger will not be consummated if, upon the consummation of the Merger, ITAC does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that ITAC will be required to pay to redeeming stockholders upon consummation of the Merger. In the event of significant redemptions, with fewer Public Shares and Public Stockholders, the trading market for Arbe Ordinary Shares may be less liquid than the market for shares of ITAC Common Stock was prior to the Merger and Arbe may not be able to meet the listing standards for Nasdaq or another national securities exchange.
Q. What happens if the Merger is not consummated?		A. If the Business Combination Agreement is terminated and the Merger does not occur, the funds will remain in the Trust Account and ITAC may thereafter pursue an alternative business combination through and until the Deadline Date (in such instance, ITAC will remain liable for any and all expenses that it has incurred from and after the IPO including the Transaction Expenses incurred thereby in connection with ITAC’s entry into the Business Combination Agreement). If ITAC does not complete the Merger with Arbe (or another initial business combination) by the Deadline Date, ITAC must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (approximately $10.01 per share as of December 31, 2020).
Q. When do you expect the Merger to be completed?		A. It is currently anticipated that the Merger will be consummated promptly following the Special Meeting which is scheduled for October 5, 2021; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Merger, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Merger.”
Q. When and where will the Special Meeting take place?		A. The Special Meeting will be held virtually on Tuesday, October 5, 2021, at 10:00 a.m. Eastern time. You may attend the Special Meeting webcast by accessing the web portal located at https://www.cstproxy.com/industrialtechacquisitions/2021 and following the instructions set forth below. Stockholders participating in the Special Meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the Special Meeting, virtual attendees will be able to:
		• vote via the web portal during the Special Meeting webcast; and
		• submit questions or comments to ITAC’s directors and officers during the Special Meeting via the Special Meeting webcast.

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Q. What do I need to do now?		A. ITAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Merger and the other proposals contained herein will affect you as a stockholder and/or warrant holder of ITAC. Stockholders are encouraged to vote as soon as possible after receipt of these materials in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of ITAC Common Stock on the record date, you may vote virtually at the Special Meeting or by submitting a proxy for the Special Meeting in accordance with the instructions contained herein and on the proxy card. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote virtually, obtain a proxy from your broker, bank or nominee.
Q: How do I attend the Special Meeting?		A. Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of the ITAC stockholders and the management teams of Arbe and ITAC, the Special Meeting will be held virtually. Any stockholder wishing to virtually attend the Special Meeting must register in advance. To register for and attend the Special Meeting, please follow these instructions as applicable to the nature of your ownership of ITAC Common Stock:
		• Shares Held of Record. If you are a record holder, and you wish to attend the virtual Special Meeting, go to https://www.cstproxy.com/industrialtechacquisitions/2021, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the Special Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.
		• Shares Held in Street Name. If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual Special Meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Special Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Special Meeting. “Street name” holders should contact Continental Stock Transfer & Trust Company on or before September 30, 2021.
		Stockholders will also have the option to listen to the Special Meeting by telephone by calling:
		• Within the U.S. and Canada: (toll-free): 1 888-965-8995
		• Outside of the U.S. and Canada: (standard rates apply): 1 415-655-0243

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		The passcode for telephone access: 56807470#. You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described above.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A. No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the ITAC Charter Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Failure to instruct your broker, bank or nominee on how to vote will have the same effect as a vote “AGAINST” the Business Combination Proposal and the ITAC Charter Proposal, but will have no effect on the Adjournment Proposal.
Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. Stockholders may send a later dated, signed proxy card to ITAC at the address set forth below so that it is received by ITAC’s Chief Executive Officer prior to the vote at the Special Meeting or attend the Special Meeting virtually and vote. Stockholders also may revoke their proxy by sending a notice of revocation to ITAC’s Chief Executive Officer, which must be received by ITAC’s Chief Executive Officer prior to the vote at the Special Meeting.
Q. What happens if I fail to take any action with respect to the Special Meeting?		A. If you fail to take any action with respect to the Special Meeting and the Merger is approved by the ITAC stockholders and consummated, you will become a shareholder and/or warrant holder of Arbe. If you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a stockholder and/or warrant holder of ITAC. As disclosed in this proxy statement/prospectus, failure to take any action with respect to the Special Meeting will have the same effect as a vote “AGAINST” the Business Combination Proposal and the ITAC Charter Proposal, but will have no effect on the Adjournment Proposal.
Q. What should I do if I receive more than one set of voting materials?		A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ITAC Common Stock.
Q. What happens if I sell my ITAC Common Stock before the Special Meeting?		A. The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date the Merger is expected to be completed. If you transfer your shares after the applicable record date, but before the Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting. Persons who purchase shares of ITAC Common Stock after the record date but before the Special Meeting will not have the ability to vote at the Special Meeting.

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Q. What should I do with my share and/or warrant certificates?		A. Warrant holders who hold physical warrant certificates and those stockholders who hold physical stock certificates and do not elect to have their shares of ITAC Common Stock redeemed for a pro rata share of the Trust Account should wait for instructions from ITAC’s transfer agent regarding what to do with their certificates. ITAC stockholders who exercise their redemption rights must deliver their share certificates to ITAC’s transfer agent (either physically or electronically) no later than two (2) business days prior to the Special Meeting as described above. Upon consummation of the Merger, the ITAC Warrants, by their terms, will entitle holders to purchase shares of Arbe. Therefore, warrant holders need not deliver their warrants to ITAC or Arbe at that time.
Q. If I elect not to redeem, to what extent will I be subject to dilution?		If you elect not to redeem, you will be subject to dilution as a result of the issuance of Arbe ordinary shares upon the exercise of outstanding Arbe warrants issued in exchange for the presently outstanding ITAC warrants as well as Arbe warrants and option that are outstanding. The shares held by the Arbe shareholders reflect the recapitalization and the Arbe ordinary shares to be outstanding upon the effectiveness of the Merger. In addition, you may be subject to further dilution if Arbe issues ordinary shares in connection with a financing, an acquisition or other business transaction and Arbe may issues ordinary shares pursuant to an equity incentive plans. Shares held by Existing Arbe shareholders do not include any shares which may be issued pursuant to equity incentive plans. See “Director and Executive Compensation — Equity Incentive Plans.”

	Assuming no redemption			Assuming 25% redemption			Assuming 50% redemption			Assuming 75% redemption			Assuming Max redemption
	Shares	%		Shares	%		Shares	%		Shares	%		Shares	%
Existing Arbe shareholders(1)	48,260,747	58.1	%	48,260,747	59.4	%	48,260,747	60.9	%	48,260,747	62.4	%	48,260,747	63.9	%
PIPE Investors	10,000,000	12.0	%	10,000,000	12.3	%	10,000,000	12.6	%	10,000,000	12.9	%	10,000,000	13.2	%
ITAC Public Shareholders	7,623,600	9.2	%	5,717,700	7.0	%	3,811,800	4.8	%	1,905,900	2.5	%	—	0.0	%
ITAC Sponsor	1,905,900	2.3	%	1,905,900	2.3	%	1,905,900	2.4	%	1,905,900	2.5	%	1,905,900	2.5	%
Maxim	151,236	0.2	%	151,236	0.2	%	151,236	0.2	%	151,236	0.2	%	151,236	0.2	%
Holders of ITAC warrants	10,938,976	13.1	%	10,938,976	13.6	%	10,938,976	13.8	%	10,938,976	14.0	%	10,938,976	14.6	%
Holders of Arbe warrants and options	4,239,253	5.1	%	4,239,253	5.2	%	4,239,253	5.3	%	4,239,253	5.5	%	4,239,253	5.6	%
Total	83,119,712	100.0	%	81,213,812	100.0	%	79,307,912	100.0	%	77,402,012	100.0	%	75,496,112	100.0	%

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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.

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Q. Who can help answer my questions?

A. If you have questions about the Merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

E. Scott Crist, CEO
Industrial Tech Acquisitions, Inc.
5090 Richmond Ave, Suite 319
Houston, Texas 77056
Telephone: (713) 599-1300
Email: scott@texasventures.com

You may also contact the proxy solicitor at:

Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, NY 11753
Attn: Donna M. Ackerly, Senior Vice President
Telephone: (888) 742-1305
Email: ITAC@laurelhill.com

You may also obtain additional information about ITAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to ITAC’s transfer agent at the address below at least two (2) business days prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Merger, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and share exchange and the other transactions that will be undertaken in connection with the Merger. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement.”

Information About the Companies

Arbe

Arbe, a company organized under the laws of the State of Israel, is a provider of 4D Imaging Radar solutions, is leading a radar revolution, enabling truly safe driver-assist systems today while paving the way for fully autonomous driving. Arbe is empowering automakers, tier-1 companies, and enabling 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 is an essential sensor for L2+ and higher levels of autonomy. Arbe’s solution includes an RF chipset with the largest channel array in the industry, a groundbreaking radar processor chip, and AI-based post-processing. Founded in 2015, Arbe has offices in Israel and the United States.

The mailing address for Arbe’s principal executive office is 10 HaHashmonaim St 107, Tel Aviv-Yafo, Israel. Its telephone number is +972-73-7969804, ext. 200. Arbe’s website is https://arberobotics.com/. Information contained on, or that can be accessed through Arbe’s website or any other website is expressly not incorporated by reference into and is not a part of this proxy statement/prospectus.

Merger Sub

Merger Sub is a newly formed Delaware corporation and a wholly-owned subsidiary of Arbe. Merger Sub was formed solely for the purpose of effecting the Merger and has not carried on any activities other than those in connection with the Merger. The address and telephone number for Merger Sub’s principal executive offices are the same as those for Arbe.

ITAC

ITAC is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. ITAC was incorporated under the laws of Delaware on June 2, 2020. ITAC’s IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-242339) that became effective on September 8, 2020.

On September 11, 2020, ITAC consummated its initial public offering of 7,500,000 units. Each unit consists of one Public Share and one ITAC Public Warrant. The units were sold at a price of $10.00 per unit, generating gross proceeds to ITAC of $75,000,000. Simultaneously with the closing of ITAC’s initial public offering, it completed the private sale of an aggregate of 3,075,000 private placement warrants to our sponsor, generating gross proceeds to ITAC of $3,075,000.

On October 13, 2020, the underwriters partially exercised their over-allotment option, resulting in the purchase of an additional 123,600 units, generating total gross proceeds of $1,236,000. In connection with the underwriters’ partial exercise of their over-allotment option, ITAC also consummated the sale of an additional 37,080 private placement warrants at $1.00 per private placement warrant, generating total proceeds of $37,080.

A total of $76,998,360, comprised of $73,886,280 of the proceeds from the IPO (which amount includes $2,668,260 of the underwriters’ deferred discount) and $3,112,080 of the proceeds of the sale of the private placement warrants, was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 13, 2021, there was approximately $77,007,993 in the Trust Account.

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ITAC’s Class A common stock, units and warrants are each traded on Nasdaq under the symbols “ITAC,” “ITACU,” and “ITACW,” respectively. ITAC’s units began trading on Nasdaq on September 9, 2020 and the ITAC Class A Common Stock and Public Warrants began trading on Nasdaq on October 30, 2020.

ITAC’s executive offices are located at 5090 Richmond Ave, Suite 319, Houston, Texas 77056, and its telephone number is (713) 599-1300.

The Business Combination Agreement (page 115)

The terms and conditions of the Merger of Merger Sub with and into ITAC, with ITAC surviving the Merger as a wholly-owned subsidiary of Arbe are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Merger. A comprehensive summary of the material provisions of the Business Combination Agreement can be found at “Proposal No. 1 — The Business Combination Proposal” and “Description of the Business Combination Agreement.”

Merger Consideration

The pro forma equity valuation of Arbe upon consummation of the Merger, including the PIPE Investment and assuming a No Redemption Scenario is estimated to approximate $722 million post-money. We estimate that, upon consummation of the Merger, assuming none of ITAC’s Public Stockholders demand redemption pursuant to the Existing ITAC Charter, the pre-closing Arbe stockholders, after the Recapitalization, will own approximately 71.08% of the outstanding Arbe Ordinary Shares and the ITAC stockholders, including the Public Stockholders, the Sponsor and the PIPE Investors, will own the remaining Arbe Ordinary Shares.

Pursuant to the Business Combination Agreement, at the Effective Time of the Merger, (i) each outstanding share of ITAC Common Stock, including shares of ITAC Common Stock issued to the PIPE Investors (but excluding any Arbe Ordinary Shares issued to PIPE Investors directly by Arbe), will be converted into the right to receive one newly issued Arbe Ordinary Share, and (ii) each outstanding ITAC Warrant will be converted into the right to receive an equal number of Arbe Warrants at the same exercise price and for the same exercise period. Except that the rights of Arbe Ordinary Shares are governed by Israeli law rather than Delaware law, the Arbe Warrants are substantially identical to the ITAC Warrants.

For a summary of the comparison of material rights of Arbe Ordinary Shares as compared to ITAC Common Stock, please see “Comparison of Rights of Arbe Shareholders and ITAC Stockholders.”

Conditions to Closing

The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (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 of which this proxy statement/prospectus is a part 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) election 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, and (iv) 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), prior to paying any of ITAC’s expenses and liabilities due at the Closing.

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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) 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.

Recapitalization

Prior to the Effective Time, Arbe will effect the Recapitalization pursuant to which (a) each Exercising Arbe Warrant will be exercised to purchase Arbe Ordinary Shares or Arbe Preferred Shares in accordance with their terms, (b) immediately following such exercise by the holders of Exercising Arbe Warrants, the then-outstanding Arbe Preferred Shares will be converted into Arbe Ordinary Shares in accordance with the Arbe Existing Articles and (c) immediately following such conversion, each then-outstanding Arbe Ordinary Share will, as a result of the Recapitalization, become and be converted into such number of Arbe Ordinary Shares as is determined by multiplying the Arbe Ordinary Shares then outstanding by the Conversion Ratio (but excluding, in each instance, for the avoidance of doubt, any Arbe Ordinary Shares issued or issuable in connection with the PIPE Investment), with the effect that each Arbe Ordinary Share has a value of $10.00. No fractional Arbe Ordinary Shares will be issued to holders of Arbe Ordinary Shares, fractional shares will be rounded up or down to the closest integral number of Arbe Ordinary Shares, with one-half share being rounded up to the next higher integral number of shares. As a result of the Recapitalization, each Arbe Ordinary Share immediately prior to the Effective Time is to have a value of $10.00 per share.

The number of Arbe Ordinary Shares to be held by the Arbe shareholders is based on a valuation of $525 million. However, this amount is subject to an increase on a dollar-for-dollar basis to the extent that ITAC’s Transaction Expenses (other than those relating to the PIPE Transaction) exceed $7.0 million.

The ITAC Board of Directors’ Reasons for the Merger (page 96)

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 consolidated financial statements of Arbe, comparable publicly traded company analyses and an analysis of pro forma capital structure and trading multiples prepared by management and ITAC’s financial advisor, Wells Fargo Securities.

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 and technology 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

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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 giving consideration to 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 following factors:

• Public company ready;

• Strong value proposition for public investors;

• Expansion potential;

• Differentiated product or service; and

• Experienced management and scientific teams.

• Public company-ready. 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.

• 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 — Executive Officers.”

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.

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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.

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.

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).

ITAC and its advisors determined that the other alternative business combination targets were less suitable than Arbe when taking into account these targets’ respective management teams, strategies, business prospects, valuations and

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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.”

Interests of ITAC’s Officers and Directors in the Merger (page 99)

When you consider the recommendation of the ITAC board of directors in favor of approval of the Merger Proposal, you should keep in mind that ITAC’s initial stockholders, including its directors and executive officers, have interests in such 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 directors, Aruna Viswanathan and Harvin Moore, are small investors in the Sponsor and the remaining two directors, 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 December 11, 2021 (15 months from the closing of the 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 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 $19,059,000 based upon the closing price of the ITAC Class A Common Stock of $10.00 per share on Nasdaq on August 24, 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 for $1.00 per ITAC Private Warrant. This purchase took place on a private placement basis 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 $2,800,872 based upon the closing price of $0.90 per Public Warrant on Nasdaq on August 24, 2021, the record date for the Special Meeting. 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 two extensions of up to three months each. 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 become 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 he 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 December 11, 2021, or such later date to which the date may be extended, 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 its 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

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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 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 officers and directors that are no less favorable to such persons than the provisions in ITAC’s Existing 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 not 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.

• Texas Ventures, of which Mr. Crist, ITAC’s chief executive officer and chairman, is chief executive officer and majority owner, executed a PIPE Subscription Agreement to purchase 340,000 shares of ITAC Class A Common Stock for $3,400,000. 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’s officers, Mr. Crist, who is chief executive officer, chairman and a director, and R. Greg Smith, the chief financial officer, hold the same positions with, and the other three directors are nominees for director of, Industrial Tech Acquisitions II, Inc. which has filed a registration statement for an initial public offering which, as of the date of this proxy statement/prospectus has not been declared effective by the SEC. In the event that ITAC does not complete the business combination with Arbe, and the other SPAC completes its initial public offering, the management of ITAC may have a conflict of interest in selecting another business combination.

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 Merger 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 Merger 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 Merger 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 Merger Proposal and would likely increase the chances that such proposal would be approved.

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disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the satisfaction of any closing conditions that are known to ITAC or Arbe. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Agreements entered into in connection with the Business Combination Agreement (Page 120)

• In connection with the Merger, certain related agreements have been, or will be entered into on or prior to the Closing Date. The descriptions below are intended to be summaries of the terms of the agreements described below, do not purport to be complete and are qualified in their entirety by reference to the terms of the agreements, which are filed as exhibits to the registration statement of which this proxy statement/prospectus is a part. The related agreements include:

• Letter Agreement, which the Sponsor and the Insiders entered into on September 8, 2020 in connection with ITAC’s IPO, pursuant to which, 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 Insider will vote any shares of capital stock owned by such Insider in favor of any proposed business combination and not redeem any shares of ITAC Common Stock owned by such Insider 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 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) each Insider agrees that it, he or she will not Transfer any Founder Shares, ITAC Private Warrants or shares of 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.

• Voting Agreements, which Arbe and ITAC entered into contemporaneously with the execution of the Business Combination Agreement with certain significant shareholders of Arbe pursuant to which such Arbe shareholders are, subject to the terms and conditions set forth therein, 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.

• Lock-up Agreements, which certain significant and/or insider Arbe shareholders, who hold a total of 36,356,885 Arbe Ordinary Shares (after giving effect to the Recapitalization) each entered into with Arbe contemporaneously with the Business Combination Agreement, pursuant to which each such 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

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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 interest in Arbe for cash, securities or other property): (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).

• Founder Lock-Up Agreement, which the Sponsor and Arbe entered into contemporaneously with the Business Combination Agreement pursuant to which the Sponsor agreed to certain enhanced price-based lock-up restrictions (the “Enhanced Lock-up Restrictions”) with respect to the Arbe Ordinary Shares that it will receive in exchange its 1,905,900 Class B ordinary shares of ITAC that it currently holds, which are the Founder Shares. Specifically, 952,950 of the Founder 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 Letter Agreement). The remaining Founder Shares owned by the Sponsor as of the Closing will be subject to the following post-Closing 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 such three-year period, the volume weighted average price (as defined below) of the Arbe Ordinary Shares for 20 consecutive trading days on the primary exchange on which such securities are then listed or quoted (the “20-Day VWAP”) 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 years 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 the three-year period. The Price Based Lock-Up Shares are also subject to early release if during the Enhanced Lock-Up 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.

• First Amendment to Registration Rights Agreement, which Arbe and the Sponsor entered into contemporaneously with the Business Combination Agreement, pursuant to which Arbe assumed ITAC’s obligations to register the Sponsor’s Arbe Ordinary Shares issued with respect to the Founder Shares held by the Sponsor pursuant to the registration rights agreement dated September 8, 2020 between the Sponsor and ITAC.

• PIPE Subscription Agreements, among ITAC, Arbe and the PIPE Investors pursuant to which the PIPE Investors agreed to purchase a total of 10,000,000 shares of ITAC Class A Common Stock at $10.00 per share, with Arbe having the right (immediately following the consummation of the Reorganization) to issue and sell the same number of Arbe Ordinary Shares at the same price per share, in which event ITAC would no longer have an obligation to sell ITAC Class A Common Stock to the PIPE Investors. The consummation of the transactions contemplated by the PIPE Subscription Agreements is conditioned on the concurrent Closing and other customary closing conditions. Among other things, each PIPE Investor agreed in the PIPE 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 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). One of the PIPE Investors is Texas Ventures, which is a related party to ITAC. In addition, Arbe granted certain customary resale registration rights to the PIPE Investors in the Subscription Agreements.

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Material U.S. Federal Income Tax Considerations (Page 123)

For a description of certain material U.S. federal income tax consequences of the Merger, the exercise of redemption rights in respect of shares of ITAC Common Stock and the ownership and disposition of Arbe Ordinary Shares and/or Arbe Warrants, please see the information set forth in “Material U.S. Federal Income Tax Considerations” beginning on page 123.

Material Israeli Tax Considerations (Page 139)

For a description of material Israeli tax consequences of the ownership and disposition of Arbe Ordinary Shares and/or Arbe Warrants, please see the information set forth in “Certain Material Israeli Tax Considerations” beginning on page 139.

Redemption Rights

Pursuant to the Existing ITAC Charter, a holder of Public Shares may demand that ITAC redeem such shares for cash if the Merger is consummated. You will be entitled to receive cash for your Public Shares regardless of whether you vote for or against the Business Combination Proposal or whether you vote at all on the Business Combination if you demand that ITAC redeem your shares for cash no later than 5:00 p.m. Eastern time on October 1, 2021 (two (2) business days prior to the Special Meeting) by (A) submitting your 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 and (B) delivering your stock certificate to ITAC’s transfer agent, Continental Stock Transfer & Trust Company, physically or electronically using DTC’s DWAC (Deposit Withdrawal at Custodian) System. If the Merger is not completed, these shares will not be redeemed for cash. In such case, ITAC will promptly return any shares delivered by holders of Public Shares for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of ITAC. This may result in holders receiving less than they would have received if the Merger was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of Public Shares properly demands redemption, ITAC will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Merger. As of August 24, 2021, the record date for the Special Meeting, this would amount to approximately $10.10 per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of ITAC Common Stock for cash and will no longer own the shares. See the section entitled “Special Meeting of ITAC Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares of ITAC Common Stock into cash.

Holders of Warrants and Units will not have redemption rights with respect to such securities.

Appraisal Rights

ITAC stockholders (including the initial stockholders) and holders of other ITAC securities do not have appraisal rights in connection with the merger under the DGCL.

ITAC Charter Proposal

If the Business Combination Proposal is approved, ITAC stockholders will be asked to approve an amendment to the Existing ITAC Charter that will provide for the approval of the Restated ITAC Charter, which will change the corporate name of ITAC to Autobot HoldCo, Inc., change the authorized capital stock to 100 shares of common stock, par value $0.01 per share, and restate the Existing ITAC Charter to a certificate of incorporation appropriate for a privately-owned corporation.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize ITAC to consummate the Merger, the ITAC board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “Proposal No. 3 — The Adjournment Proposal.”

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Date, Time and Place of Special Meeting of ITAC’s Stockholders

The Special Meeting of the stockholders of ITAC will be held virtually at 10:00 a.m. Eastern time on October 5, 2021, and accessible at https://www.cstproxy.com/industrialtechacquisitions/2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed, to consider and vote upon the Business Combination Proposal, the ITAC Charter Proposal and, if necessary, the Adjournment Proposal.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of ITAC Common Stock at the close of business on August 24, 2021, which is the record date for the Special Meeting. Stockholders will have one vote for each share of ITAC Common Stock owned at the close of business on the record date. The holders of the ITAC Class A Common Stock and Class B Common Stock vote as a single class.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the record date, there were 9,680,736 shares of ITAC Common Stock outstanding, of which 7,623,600 shares were Public Shares.

Quorum and Vote of ITAC Stockholders

A quorum of ITAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented virtually or by proxy. Abstentions will count as present for the purposes of establishing a quorum; Broker Non-Votes will not. The proposals presented at the Special Meeting will require the following votes:

• Pursuant to the DGCL, the approval of the Business Combination Proposal and the ITAC Charter Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of ITAC Common Stock. As of the record date there were 9,680,736 shares of ITAC Common Stock outstanding, of which 7,623,600 shares are Public Shares.

• Provided that a quorum is present, the approval of the Adjournment Proposal, if presented, will require the affirmative vote of a majority of the votes cast by holders of shares 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 and the ITAC Charter Proposal, but will have no effect on the Adjournment Proposal. Broker Non-Votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the ITAC Charter Proposal or 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. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting.

Certain Voting Arrangements

As of the record date, the Sponsor beneficially owned and was entitled to vote 1,905,900 shares of ITAC Common Stock, which represents approximately 19.7% of the issued and outstanding shares of ITAC Common Stock. The Sponsor has entered into the Letter Agreement pursuant to which it agreed to vote its shares in favor of, and take certain other actions in support of, the Merger.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. ITAC has engaged Laurel Hill Advisory Group, LLC to assist in the solicitation of proxies.

If a stockholder grants a proxy, the stockholder may still vote its shares virtually if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of ITAC Stockholders — Revoking Your Proxy.”

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Recommendation to Stockholders

The ITAC board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interest of ITAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the ITAC Charter Proposal and “FOR” the Adjournment Proposal, if presented.

Comparison of Rights of Stockholders of ITAC and Shareholders of Arbe (Page 103)

If the Merger is successfully completed, holders of ITAC Common Stock will become holders of Arbe Ordinary Shares, and their rights as shareholders will be governed by Arbe’s organizational documents. There are also differences between the laws governing ITAC, a Delaware corporation, and Arbe, an Israeli company, including, among other things, rights given to shareholders to call special meetings under the Israeli Companies Law, 5759-1999 (the “Companies Law”), a prohibition on shareholder consents by written consent under the Companies Law, and a lower quorum requirement for holding shareholder meetings under the Companies Law. For more information, please see “Comparison of Rights of Arbe Shareholders and ITAC Stockholders” on page 103 for more information.

Emerging Growth Company

Each of ITAC and Arbe 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 Jumpstart Our Business Startups Act of 2012 (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 of 2002 (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 stockholder approval of any golden parachute payments not previously approved. 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 the Merger, (b) in which Arbe 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 herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

Arbe expects, immediately following the 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.

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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 consummation 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.

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 committees, with respect to the disclosure of third party director and nominee compensation and the requirement to distribute annual and interim reports. Arbe currently does not intend to take advantage of the exemptions from the Nasdaq requirements (other than the quorum requirements), although in the future it may elect to take advantage of some or all of the exemptions provided by the Nasdaq rules. Arbe’s Restated Articles provide that, with respect to a meeting of shareholders called by the board of directors, two shareholders holding 25% of the outstanding Ordinary Shares constitutes a quorum, which is less than the Nasdaq requirement that a quorum be not less than one third. If the meeting is convened at the request of a shareholder, the quorum is one-third.

Regulatory Matters

The Merger is not subject to any federal or state regulatory requirement or approval, except for filings with the State of Delaware necessary to effectuate the Merger.

Anticipated Accounting Treatment

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.

Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Arbe and ITAC are summarized below:

In evaluating the proposals to be presented at the Special Meeting, ITAC stockholders should carefully read this proxy statement/prospectus, including the annexes attached hereto. Stockholders should especially consider the factors discussed in the section of this proxy statement/prospectus entitled “Risk Factors.” Some of these risks related to Arbe and ITAC are summarized below:

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• Arbe is an early-stage company with a history of losses, its financial statements include a going concern paragraph, and it expects to incur significant expenses and continuing losses for the foreseeable future.

• Arbe’s limited operating history and evolving business model makes evaluating its business and future prospects difficult and may increase the risk of your investment.

• Arbe is creating innovative technology by designing and developing unique components. The high price of, or low yield in, these components may affect Arbe’s ability to sell at competitive prices, or may lead to losses.

• Arbe expects to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Arbe.

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

• 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.

• 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.

• 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.

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

• Adoption of Arbe’s products for other emerging markets may not occur or may occur more slowly than Arbe anticipates, which would adversely affect Arbe’s business and prospects.

• 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 new products, damage its reputation with current or prospective customers, expose Arbe to product liability, warranty and other claims and adversely affect its operating costs.

• 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.

• Arbe expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the share price of the combined company to fluctuate or decline.

• 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 diminish the anticipated benefits of the Business Combination.

• 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, including a shortage of semiconductors which is affecting the auto industry in general, 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.

• Arbe may be subject to risks associated with autonomous driving, including, but not limited to, technical malfunctions, regulatory obstacles, and/or product liability.

• Arbe has been, and may in the future be, adversely affected by the global COVID-19 pandemic or another 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.

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• The ongoing COVID-19 pandemic may adversely affect ITAC’s and Arbe’s ability to consummate the Transactions as well as Arbe’s business after completion of the Merger.

• 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, and Arbe’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

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

• 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, as well as requirements of some of its customers.

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

• As a company organized under the laws of Israel and located in Israel, Arbe will be subject to risks associated with conducting business in Israel, including risks related to political, economic, and military conditions in Israel and the surrounding region.

• 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.

• ITAC’s current directors and executive officers beneficially own shares of ITAC Common Stock and Warrants that will be worthless if the Merger is not approved. These interests may have influenced their decision to approve the Merger with Arbe.

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

• If the PIPE Investors fail, for any reason, to purchase the 10,000,000 shares covered by the PIPE Subscription Agreements, the Merger may not be completed.

• If ITAC Public Stockholders fail to properly demand redemption of their shares, they will not be entitled to redeem their shares of ITAC Common Stock for a pro rata portion of the Trust Account.

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HISTORICAL COMPARATIVE AND PRO FORMA COMBINED
PER SHARE DATA OF ITAC AND ARBE

The following table sets forth summary historical comparative share and unit information for ITAC and Arbe and unaudited pro forma condensed combined per share information of ITAC after giving effect to the Merger (as defined in the section titled “Unaudited Pro Forma Condensed Combined Financial Information”), assuming two redemption scenarios as follows:

• Assuming No Redemptions: This presentation assumes that no ITAC stockholders exercise redemption rights with respect to their Public Shares.

• Assuming Maximum Redemptions: This presentation assumes that all ITAC Public Stockholders holding approximately 7,623,600 Public Shares will exercise their redemption rights for the $76,998,360 of funds in the ITAC Trust Account. Each of Arbe’s and ITAC’s obligations under the Business Combination Agreement are subject to ITAC or Arbe having (i) at least $100 million (the “Minimum Cash Amount”) and (ii) net tangible assets of at least $5,000,001; upon consummation of the Merger.

The unaudited pro forma book value information reflects the Merger as if it had occurred on December 31, 2020. The weighted average shares outstanding and net earnings per share information reflect the Merger and the Recapitalization as if they had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of ITAC and Arbe and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of ITAC and Arbe is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/ prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period and treats the Recapitalization as being effective on January 1, 2020. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ITAC and Arbe would have been had the companies been combined during the periods presented.

							Combined Pro Forma
	ITAC			Arbe			Assuming No Redemptions			Assuming Maximum Redemptions
As of and For the Year Ended December 31, 2020(2)
Book value per share(1)	$	1.64		$	(302.3	)	$	2.28		$	1.21
Weighted average shares outstanding – basic and diluted		3,047,043			198,997			63,526,200			55,902,600
Net loss per share – basic and diluted	$	(0.74	)	$	(78.52	)	$	(0.28	)	$	(0.31	)

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(1) Book value per share equals total equity divided by total shares. The ITAC historical weighted average shares outstanding includes 5,578,881 shares subject to redemption for ITAC at December 31, 2020.

(2) No cash dividends were declared under the periods presented.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

ITAC

ITAC Units, ITAC Class A Common Stock and ITAC Warrants are currently listed on Nasdaq under the symbols “ITACU,” “ITAC” and “ITACW,” respectively. Each ITAC Unit consists of one share of ITAC Class A Common Stock and one Public Warrant. Each whole ITAC Warrant entitles its holder to purchase one share of ITAC Class A Common Stock at a price of $11.50 per share. ITAC Units commenced trading on Nasdaq on September 9, 2020. ITAC Class A Common Stock and ITAC Warrants commenced trading on Nasdaq on October 30, 2020.

Holders

As of March 31, 2021, ITAC had one holder of record of its units, two holders of record of its Class A common stock, one holder of record of its Class B common stock and two holders of record of its warrants. Management believes ITAC has in more than 1,700 beneficial holders of its securities as of June 9, 2021.

Dividends

ITAC has not paid any dividends to its shareholders.

Arbe

There is no public market for Arbe’s securities. Arbe is applying to list its Arbe Ordinary Shares and Arbe Warrants on Nasdaq upon the Effective Time under the ticker symbols “ARBE” and “ARBEAW,” respectively. There can be no assurance that Arbe will be able to meet those initial listing requirements.

Holders

As of the date of this proxy statement/prospectus, (i) Arbe has 30 holders of record of its capital stock and (ii) Arbe has 11 shareholders of record located in the United States who own approximately 18.7% of Arbe’s Ordinary Shares after giving effect to the Recapitalization.

Dividends

Arbe has not paid any dividends to its shareholders. Following the completion of the Merger, Arbe’s board of directors will consider whether or not to institute a dividend policy. Arbe anticipates that it will retain its earnings for use in business operations and, accordingly, does not anticipate that Arbe’s board of directors will declare dividends in the foreseeable future.

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties and actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this proxy statement/prospectus.

The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in Arbe. Additional risks and uncertainties not currently known to Arbe or ITAC or which Arbe or ITAC currently deem immaterial may also have a material adverse effect on Arbe’s business, financial condition, results of operations, prospects and/or its share price. Shareholders should consult a legal adviser, an independent financial adviser or a tax adviser for legal, financial or tax advice prior to deciding whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. Arbe is under no duty to, and makes no undertaking that it will, update the risk factors contained herein.

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” or words of like import refer to Arbe and its subsidiaries prior to the consummation of the Merger.

Risks Related to Arbe’s Business and Industry

Arbe is an early stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.

Arbe incurred a net loss of approximately $15.6 million on revenues of approximately $332,000 for the year ended December 31, 2020. No assurance can be made that Arbe can or will become profitable. Until such time as Arbe begins material commercial deliveries products, it is likely to continue to generate losses. Even if Arbe is able to begin making material commercial deliveries of its products, there can be no assurance that they will be commercially successful.

Arbe expects that losses will continue in the future, and losses may be significantly higher (and may be significantly higher) as Arbe:

• expands its production capabilities or outsources such production;

• expands its design, development, installation and servicing capabilities;

• increase its research and development;

• produces an inventory; and

• increases its sales and marketing activities and develops its distribution infrastructure.

Arbe will incur the expenses from these efforts before it receives sufficient revenues to cover its incremental revenues with respect thereto, and therefore Arbe’s losses in future periods may be significant. In addition, Arbe may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Arbe’s losses.

The report of Arbe’s independent registered public accounting firm expresses substantial doubt about its ability to continue as a going concern.

Arbe’s auditor, Somekh Chaikin, Member Firm of KPMG International, has indicated in its report on Arbe’s financial statements for the fiscal year ended December 31, 2020 that Arbe has suffered recurring losses from operations and has a negative cash flow from operating activities that raise substantial doubt about its ability to continue as a going concern. A “going concern” qualification could impair Arbe’s ability to finance its operations through the sale of equity, to incur debt, or to pursue other financing alternatives. Arbe’s ability to continue as a going concern will depend upon the availability and terms of future funding, the development of its business and its ability to operate profitably if it completes the Merger. If Arbe is unable to achieve these goals, its business would be jeopardized and may not be able to continue. If Arbe ceases operations, it is likely that all of its investors would lose their investment.

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Arbe’s limited operating history and evolving business model makes evaluating its business and future prospects difficult and may increase the risk of your investment.

Arbe has been focused primarily on developing 4D imaging radar technology products since 2017, and has not generated any revenue until 2020. This relatively limited operating history and modest level of revenue to date makes it difficult to evaluate Arbe’s future prospects and the risks and challenges it may encounter. Further, because Arbe has limited historical financial data and operates in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market.

In addition, following the closing of the Merger, Arbe’s management may decide to make changes to Arbe’s business model in response to shifts or perceived shifts in market sentiment or otherwise and it may incorrectly gauge the direction of the market. In this connection, Arbe’s business and operations may undergo changes that result is a material change in its business and the direction of its business. Any such modifications could result in increased losses (as pivoting the business may be costly) and future results may differ materially from those that were presented to the ITAC Board of Directors or otherwise presented herein. Any change in Arbe’s business model may make the results of its operations to date less useful in evaluating Arbe’s business and prospects.

If Arbe fails to address the risks and difficulties that it faces, including those described elsewhere in this “Risk Factors” section, its business, financial condition and results of operations could be impaired. Arbe has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Arbe’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

Because Arbe is creating innovative technology by designing and developing unique components, the high price of or low yield in these components may affect Arbe’s ability to sell at competitive prices, and may lead to losses.

Part of Arbe’s technological approach to providing cost-effective and high-performance products involves using a multi-disciplinary approach to design some of its components. Many of these components are complex and contain multiple sophisticated elements with various workstreams involved therein. Such elements may require extreme precision and present challenges to bring products to market in an efficient and profitable manner. This can lead to increased costs of production or a decrease in the production yield as compared to what is currently contemplated or projected. Any such change could significantly increase Arbe’s production costs and thereby decrease its margins and potentially increase or cause losses for Arbe.

Arbe expects to invest substantially in research and development for the purpose of developing and commercializing new products, and these investments could significantly reduce its profitability or increase its losses and may not generate revenue for Arbe.

Arbe’s future growth depends on maintaining its technological leadership in order to introduce new products that achieve market acceptance and penetrate new markets. Therefore Arbe currently plans to incur substantial research and development costs as part of its efforts to design, develop, manufacture and commercialize new products and enhance existing products. Arbe’s research and development expenses were approximately $12.8 million during 2020 and approximately $22.0 million for 2019. The decrease in research and development expenses in 2020 reflected the staff reductions and a hiring freeze following steps taken by Arbe to address the COVID-19 pandemic and the effect of the pandemic on the automotive industry in general. In addition, in 2019, Arbe had significant subcontractor costs involved in the development of its processor chip, which costs it did not have in 2020. Arbe expects that its research and development expenses are likely to grow in the future and it seeks to develop its products to meet the anticipated market need. Because Arbe expenses its research and development activities, as it increases these expenses will adversely affect Arbe’s future results of operations. In addition, Arbe’s research and development program may not produce successful results, and even if it does successfully produce new products, those products may not achieve market acceptance, create additional revenue or become profitable. Because the market for Arbe’s products is both leading edge technology and an evolving industry, Arbe can only be successful if it can offer leading edge technology. The failure of Arbe to offer leading edge technology can materially impair its ability to operate profitably.

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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.

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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,

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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

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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.

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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,

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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

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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;

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• 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, litigation and governmental investigations 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.

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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

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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

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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 prior to 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

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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

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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.

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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.

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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.

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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.

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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 and 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

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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.

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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

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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

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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.

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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.

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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

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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

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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

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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

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between your current rights as an ITAC securityholder and your rights as an Arbe securityholder. See “Comparison of Rights of Arbe Shareholders and ITAC Stockholders” for a discussion of the different rights associated with the Arbe securities.

ITAC’s stockholders will have a reduced ownership and voting interest after consummation of the Merger and will exercise less influence over management.

After the completion of the Merger, ITAC’s stockholders will own a smaller percentage of Arbe than they currently own of ITAC. Immediately following the Merger, assuming a No Redemption Scenario, existing Arbe shareholders (prior to the PIPE Investors) would hold approximately 71.03% of the issued and outstanding Arbe Ordinary Shares and current public stockholders of ITAC and the Sponsor would hold approximately 11.22% and 2.81%, respectively, of the issued and outstanding Arbe Ordinary Shares (assuming no holder of ITAC Common Stock exercises redemption rights as described in this proxy statement/prospectus). Consequently, ITAC’s stockholders, as a group, will have reduced ownership and voting power in Arbe compared to their ownership and voting power in ITAC, and thus will have a decreased ability to control the business and operations of Arbe as compared to their current ability to control the business and operations of ITAC.

Even if Arbe consummates the Merger, there is no guarantee that the Arbe warrants will ever be “in the money,” and they may expire worthless, and Arbe may seek to amend the Warrants.

Upon consummation of the Merger, the ITAC Warrants will become Arbe Warrants. The exercise price for the Arbe warrants will be $11.50 per Arbe Ordinary Share. There is no guarantee that the Arbe Warrants, following the Merger, will ever be “in the money” prior to their expiration, in which event the warrants would expire worthless. Furthermore, because of the accounting treatment of the Warrants, Arbe may, after the Closing, seek to modify the Warrant Agreement. Although Arbe has the right to amend the Warrant Agreement with the consent of the holders of a majority of the Arbe Warrants, the holder of the Warrants may disagree with the amendment.

ITAC’s Public Warrants and Private Warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its and, following the Merger, Arbe’s financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing ITAC’s Warrants. As a result of the SEC Statement, ITAC reevaluated the accounting treatment of its Public Warrants and Private Placement Warrants and restated its previously issued financial statements to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on ITAC’s balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within its Warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, as long as the warrants are outstanding, ITAC’s and, subsequent to the Merger, Arbe’s, financial statements and results of operations may fluctuate quarterly based on factors which are outside of ITAC’s or Arbe’s control. Due to the recurring fair value measurement, ITAC expects that it will, and following the Merger, Arbe will, recognize non-cash gains or losses on its Warrants each reporting period based on the change in the derivative liability and that the amount of such gains or losses could be material. Further, the gain or loss on the derivative liability, which will not be related Arbe’s operations, could result in Arbe reporting a loss in a period in which its operations are profitable and net income in a period in which Arbe has a significant loss from operations.

Because of the change in the accounting treatment of the ITAC Warrants, it was necessary for ITAC to file an 8-K in which ITAC stated that its previously reported financial statements for the period from June 2, 2020 (inception) to December 31, 2020 in its Form 10-K and for the three months ended in its Form 10-Q for the three months ended September 30, 2020 can no longer be relied upon because the ITAC Warrants had been classified as equity and

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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.

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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 $21.9 million based upon the closing prices of ITAC Class A Common Stock and ITAC Public Warrants on Nasdaq on August 24, 2021, the record date for the Special Meeting.

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.

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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.

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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 (less up to $50,000 of interest to pay dissolution expenses) (which interest will be net of taxes payable) divided by

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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.

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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 48,260,747 Arbe Ordinary Shares (after giving effect to the Recapitalization) held by the present Arbe shareholders and 4,011,294 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

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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 Global Market upon consummation of the Merger. Arbe will be required to meet the initial listing requirements of the Nasdaq Global 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 Global 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;

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• 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, including compliance with Nasdaq’s continued listing requirements;

• commencement of, or involvement in, litigation involving Arbe or the automotive industry in general;

• 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;

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• 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,

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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

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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.

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

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reorganizations structured similarly to the Merger, its corporate parent) must 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. However, there is an absence of guidance directly on point as to how the above rules apply in the case of an acquisition of a corporation with investment-type assets, such as ITAC. Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. shareholder exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. shareholder is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied. Moreover, the closing of the Merger is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify for the Intended Tax Treatment, 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 Intended Tax Treatment or that a court will not sustain a challenge by the IRS.

If, at the Effective Time, any requirement of Section 368(a) of the Code is not met, then a U.S. Holder of ITAC Common Stock and/or ITAC Warrants 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 in the Merger, over such holder’s aggregate adjusted tax basis in the corresponding ITAC Common Stock and/or ITAC Warrants surrendered by such holder in the Merger.

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 Common Stock and/or ITAC Warrants 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 Arbe Ordinary Shares and/or Arbe Warrants received in the Merger, over such holder’s aggregate tax basis in the ITAC Common Stock and/or ITAC Warrants surrendered by such holder in the Merger.

The tax consequences of the Merger are complex and will depend on your particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Merger for U.S. Holders of ITAC Common Stock and/or ITAC Warrants, including the application of Section 367(a) of the Code, see the section entitled “Certain Material U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Federal Income Tax Considerations of the Merger.” If you are a U.S. Holder whose ITAC Common Stock and/or ITAC Warrants are exchanged in the Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

The IRS may not agree that Arbe should be treated as a non-U.S. corporation 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 under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

As more fully described in the section titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Tax Residence of Arbe for U.S. Federal Income Tax Purposes,” based on the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Treasury regulations promulgated under Code Section 7874 (the “Section 7874 Regulations”), and certain factual assumptions, Arbe is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Code Section 7874 after the Merger. However, the application of Section 7874 of the Code is complex, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. 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.

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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, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. 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.

See “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Tax Residence of Arbe for U.S. Federal Income Tax Purposes” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Arbe should consult their own advisors regarding the application of Code Section 7874 to the Merger.

Code Section 7874 may limit the ability of ITAC to use certain tax attributes following the Merger, increase Arbe’s U.S. affiliates’ U.S. taxable income or have other adverse 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. In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, and 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, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply.

If these rules apply to the Merger, 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 held thereby at a rate of 20%.

As more fully described in the section titled “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Utilization of ITAC’s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe’s Shareholders,” based on the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations (as defined in “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Tax Residence of Arbe for U.S. Federal Income Tax Purposes”), and certain factual assumptions, Arbe is not currently expected to be subject to these rules under Code Section 7874 after the Merger. The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, 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.

However, even if Arbe is not subject to the above adverse consequences under 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 (as defined in “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Tax Residence of Arbe for U.S. Federal Income Tax Purposes”) of that subsequent acquisition, making it more likely that Code Section 7874 will apply to such subsequent acquisition.

See “Certain Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of Arbe — Utilization of ITAC’s Tax Attributes and Certain Other Adverse Tax Consequences to Arbe and Arbe’s Shareholders” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in Arbe should consult their own advisors regarding the application of Code Section 7874 to the Merger.

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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 (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.

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” that are subject to risks and uncertainties. Statements that are not historical facts, including statements about ITAC and Arbe and the transactions contemplated by the Business Combination Agreement, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding possible or anticipated future results of ITAC’s and Arbe’s business, financial condition, results of operations, liquidity, plans and objectives, as well as expectations with respect to anticipated financial impacts of the transactions contemplated by the Business Combination Agreement. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “will,” “could,” “should,” “potential” and similar words or 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.

The statements contained in this proxy statement/prospectus regarding the following matters are forward-looking by their nature:

• Arbe’s projection of revenue and other operating results;

• Arbe’s expectation that it will be engaging with Tier 1 suppliers and OEMs which would be building the radars based on its Chipset solution, eliminating expenses associated with system completion, requirement for undertaking significant capital expenditures associated with developing mass production manufacturing and the expenses of operating any such manufacturing capability;

• Arbe’s expectation that radars are crucial to the automotive industry and will be deployed in nearly all new vehicles as a long range, cost-effective sensor with the fewest environmental limitations;

• Arbe’s belief that 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;

• Arbe’s belief that a fully autonomous vehicle 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 significantly reduce fuel consumption and air pollution;

• Arbe’s belief that automakers choose to integrate advanced driver assistance systems (ADAS) based on several technologies simultaneously (radar, camera and LiDAR), and that it is likely that this trend of integrating technologies into vehicles will continue in the coming years;

• Arbe’s belief 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 on the market presently or have been announced for development;

• Arbe’s belief that its groundbreaking technology that contains an advanced processor, consumes relatively low amounts of energy and can scan a vehicle’s environment at an exceptionally high resolution in real-time, and identify objects and distinguish between them with great long-range accuracy and a wide field of vision, differentiates Arbe and will enable Arbe to successfully compete and develop and maintain a leadership position in its target markets;

• Arbe’s belief that its products will be competitively priced;

• Arbe’s expectation that its marketing strategy, primarily targeted at Tier 1 manufacturers, will foster cooperation with Tier 1 manufacturers to integrate Arbe Radar Chipsets into the radar systems that Tier 1 manufacturers will sell to OEMs;

• Arbe’s belief that that outsourcing will provide Arbe a more secure path in production for quality control and reliability for automotive requirements;

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• Arbe’s belief that certain operational or registration requirements for some autonomous functions will be removed as state regulators gain better experience with the technology;

• Arbe’s expectation that 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 these systems;

• Arbe’s belief that the Arbe Radar Chipset will make it possible to launch an L3 autonomous vehicle without the need for LiDAR, thus lowering costs and adapting the vehicle to the general public;

• Arbe’s belief 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;

• Arbe’s belief that the automotive market, which experienced significant slowdown following the spread of the coronavirus (COVID-19) pandemic, is expected to resume growth during 2021;

• Arbe’s belief that an increased demand 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; and

• Arbe’s belief that 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.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks described under “Risk Factors” in this proxy statement/prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this proxy statement/prospectus, to conform these statements to actual results or to changes in our expectations.

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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 at 10:00 a.m. Eastern time on October 5, 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 October 5, 2021 at 10:00 a.m. Eastern time, virtually accessible at https://www.cstproxy.com/industrialtechacquisitions/2021, 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 August 24, 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.

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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 www.cstproxyvote.com. 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 August 24, 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 Laurel Hill Advisory Group, LLC, ITAC’s proxy solicitor, at (888) 742-1305.

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 $10.10 per share as of August 24, 2021, the record date for the Special Meeting), 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.

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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, at 1 State Street, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, E-mail: mzimkind@continentalstock.com, and (B) deliver their stock, either physically or electronically using DTC’s DWAC System, to ITAC’s transfer agent no later than 5:00 p.m. Eastern time on October 1, 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 August 24, 2021, the record date for the Special Meeting, was $10.00. The cash held in the Trust Account on such date was approximately $77.0 million (approximately $10.10 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 (888) 742-1305 to assist in the proxy solicitation process, and ITAC will pay such firm a fee of $8,500, 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.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Holders of ITAC Common Stock are being asked to adopt and approve 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 up or down to the closest integral number of Arbe Ordinary Shares, with one-half share being rounded up to the next higher integral number of 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.

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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.

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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.

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• 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.

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• 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

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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.

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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

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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.

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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 $200,000. 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

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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.

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.

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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.

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.