Item 7.01 Regulation FD Disclosure.
On April 19, 2021, Arbe Robotics Ltd., an Israeli
company (“Arbe”), issued a press release (the “Press Release”) announcing an agreement between Arbe and AutoX.
As announced on March 18, 2021, and described in greater detail in a Current Report on Form 8-K filed by Industrial Tech Acquisitions,
Inc. (“ITAC”) with the Securities and Exchange Commission on March 24, 2021, ITAC and Arbe entered into a definitive Business
Combination Agreement, dated as of March 18, 2021, pursuant to which, upon the terms and subject to the conditions set forth therein,
among other things, a newly-formed corporation that is a wholly-owned subsidiary of Arbe will merge with and into ITAC, with ITAC surviving
as a wholly owned subsidiary of Arbe, and the holders of ITAC’s common stock and warrants will become holders of Arbe ordinary shares
and warrants, all as set forth in the Business Combination Agreement.
A copy of the Press Release is furnished as Exhibit
99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains, and certain oral statements
made by representatives of ITAC and Arbe and their respective affiliates from time to time may contain, “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements that
are not historical facts, including statements about Arbe and AutoX and the transactions described in the Press Release, and the parties’
perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the
proposed partnership between Arbe and AutoX, expected growth opportunities for Arbe, anticipated future financial and operating performance
and results attributable therefrom, and the expected timing of the implementation of the partnership, as well as ITAC’s and Arbe’s
expectations with respect to future performance and anticipated financial impacts of the transactions (the “Transactions”)
contemplated by the Business Combination Agreement, the satisfaction of the closing conditions to the Transactions and the timing of the
completion of the Transactions. 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. Such risks and
uncertainties include, but are not limited to, risks related to: (i) the expected timing and likelihood of completion of the transactions
described in the Press Release; (ii) a default by Arbe or AutoX; (iii) the occurrence of any event, change or other circumstances that
could give rise to the termination of the agreement between Arbe and AutoX; (v) costs related to the proposed partnership between AutoX
and Arbe; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects
of Arbe or AutoX; (vi) the disruption of Arbe management time from ongoing business operations or performance of the units to be sold
to AutoX; (vii) changes in applicable laws or regulations, including laws and regulations affecting the market for Arbe’s products;
(viii) the possibility that Arbe may be adversely affected by other economic, business, and/or competitive factors, or the continuing
effects of the COVID-19 pandemic, the worsening thereof or other future pandemics; (ix) the expected timing and likelihood of completion
of the Transactions, including the risk that the Transactions may not close due to one or more closing conditions to the Transactions
in the Business Combination Agreement not being satisfied or waived on a timely basis or otherwise, or that the required approval of the
Business Combination Agreement and related matters by the shareholders of Arbe and ITAC are not obtained; (x) a default by one or more
of the investors in the PIPE on its commitment, and ITAC’s failure to retain sufficient cash in its trust account or find replacement
financing in order to meet the $100 million minimum cash condition in the Business Combination Agreement; (xi) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Business Combination Agreement; (xii) the occurrence of a
material adverse change with respect to the financial position, performance, operations or prospects of Arbe or ITAC; (xiii) the ability
of Arbe to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (xiv) risks related
to the matters set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition
Companies, issued by the Division of Corporate Finance of the SEC on April 12, 2021 and costs related to such matters; and (xv) other
risks and uncertainties, including those to be identified in the proxy statement/prospectus (when available) relating to the proposed
business combination between ITAC and Arbe, including those under “Risk Factors,” “Cautionary Note Concerning Forward-Looking
Statements” and “Arbe Management’s Discussion and Analysis of Financial Condition and Results of Operations” therein,
and in other filings with the Securities and Exchange Commission by ITAC or Arbe. Readers are cautioned that the foregoing list of factors
is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, readers are cautioned
not to place undue reliance on these or any forward-looking statements, which relate only to the date they were made, and no party undertakes
any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as may be
required by law or applicable regulation.
Important Information About the Transactions
and Where to Find It
Arbe intends to file with the SEC a Registration
Statement on Form F-4, which will include a proxy statement of ITAC that constitutes a prospectus for Arbe and a definitive proxy statement
for ITAC’s stockholders. Promptly after filing its definitive proxy statement with the SEC, ITAC will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the Transactions. Investors and securityholders
of ITAC and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and
the definitive proxy statement in connection with ITAC’s solicitation of proxies for the special meeting to be held to approve the
Business Combination Agreement and the Transactions because these documents will contain important information about ITAC, Arbe, the Business
Combination Agreement and the Transactions. The definitive proxy statement will be mailed to securityholders of ITAC as of a record date
to be established for voting on the Business Combination Agreement and the Transactions. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents
filed by ITAC with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov) or by writing to ITAC at: 5090 Richmond
Ave., Suite 319, Houston TX, 77056.
Participants in the Solicitation
Arbe, ITAC and their respective directors,
executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of
ITAC common stock in respect of the proposed Transactions. Information about ITAC's directors and executive officers and their ownership
of ITAC's common stock is set forth in ITAC's filings with the SEC. Additional information regarding the interests of the participants
in the proxy solicitation will be included in the proxy statement pertaining to the proposed Transactions when it becomes available. These
documents can be obtained free of charge from the sources indicated above.
Disclaimer
This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Transactions or otherwise, nor shall there
be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.