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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September 14~~October 1, 2021

INDUSTRIAL TECH ACQUISITIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39490		85-1316132
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5090 Richmond Avenue

Suite 319

Houston, TX 77056

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (713) 599-1300

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant	ITACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	ITAC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share	ITACW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 75.0107 ~~Regulation~~Submission FDof ~~Disclosure.~~Matters to a Vote of Security Holders

On ~~September~~ 14October 5, 2021, Industrial Tech Acquisitions, Inc. (the “Company”) ~~and~~held ~~Arbe~~a ~~Robotics~~special ~~Ltd.~~meeting ~~(“Arbe”)~~of ~~issued a~~its ~~press~~stockholders ~~release~~ (the “~~Press Release~~Meeting”), ~~announcing~~at ~~that~~which ~~the~~holders ~~Company has scheduled a special meeting~~ of ~~its~~an ~~stockholders that~~aggregate ~~will~~of ~~be held virtually on October 5~~6, ~~2021~~619,109 atshares ~~10:00~~of ~~a.m. Eastern time, at which, among other things,~~ the Company’s ~~stockholders will~~Class beA ~~asked~~common tostock ~~vote~~and onClass ~~the~~B ~~definitive~~common ~~business~~stock ~~combination agreement, dated as of March 18, 2021~~ (~~as amended~~collectively, ~~the~~ “~~Business~~Common ~~Combination Agreement~~Stock”), bywere present ~~and~~in ~~among~~person ~~the~~or ~~Company,~~by ~~Arbe and Autobot MergerSub~~proxy, ~~Inc.,~~constituting a ~~Delaware~~quorum ~~corporation~~for ~~and~~the ~~wholly-owned~~transaction ~~subsidiary~~ of ~~Arbe,~~ ~~and~~business ~~that~~at the ~~Company’s~~Meeting. Only stockholders of record as of the close of business on August 24, 2021, ~~are~~the ~~eligible~~record todate ~~receive~~for ~~notice~~the ofMeeting, ~~and~~were entitled to vote at the ~~special~~ ~~meeting~~Meeting. ~~Pursuant~~As toof the ~~Business~~record ~~Combination Agreement~~date, 9,680,736 ~~upon~~shares ~~the~~of ~~terms~~Common Stock were outstanding and ~~subject~~entitled to ~~the~~vote ~~conditions~~(as ~~set~~a ~~forth~~single ~~therein,~~class) ~~Merger Sub~~at ~~will~~the ~~merge~~Meeting. ~~with~~An ~~and~~aggregate ~~into~~of ~~the Company~~5,813,894 ~~with~~shares of ~~the~~Class ~~Company~~A ~~surviving~~common asstock awere ~~wholly-owned~~presented ~~subsidiary~~for ofredemption ~~Arbe,~~in ~~and~~connection ~~the~~with ~~holders of~~ the ~~Company’s common~~Meeting. ~~stock~~The ~~and~~proposals ~~warrants~~listed ~~will~~below ~~become~~were ~~holders~~presented ofat ~~Arbe~~the Meeting, ~~ordinary~~which ~~shares~~proposals ~~and~~are ~~warrants,~~described ~~all~~in as more ~~particularly~~detail ~~set forth~~ in the ~~Business Combination~~Definitive ~~Agreement.~~Proxy ~~The~~Statement ~~Company~~on ~~also~~Schedule ~~announced~~14A ~~that~~filed itby ~~filed~~the Company with the Securities and Exchange Commission (the “SEC”) ~~a preliminary~~on ~~proxy~~September ~~statement~~17, ~~relating~~2021 to (the ~~special~~“Proxy ~~meeting and the Business Combination Agreement~~Statement”). ~~Arbe~~A ~~has~~summary ~~filed~~of ~~a Registration Statement~~the onfinal ~~Form~~voting ~~F-4~~results ~~with the SEC with respect to the proposed business combination with ITAC and the Business Combination Agreement and the issuance~~ of ~~Arbe~~ ~~securities to~~ the ~~ITAC~~Meeting ~~stockholders~~is ~~pursuant~~set toforth ~~the Business Combination Agreement~~below.

~~A copy~~Proposal ~~of the Press Release is furnished as Exhibit 99.~~1 to– ~~this Current Report on Form 8-K.~~ The ~~Press~~Business ~~Release~~Combination 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.Proposal

~~Forward-Looking~~The Company’s stockholders approved Proposal 1 (the Business ~~Statements~~Combination Proposal). The votes cast were as follows:

This report contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company and Arbe and the transactions contemplated by the Business Combination Agreement (the “Transactions”), and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Transactions, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “should,” “potential” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

For		Against		Abstain
6,590,859		28,000		250

~~Such but~~Proposal ~~are~~2 ~~not~~– ~~limited~~The to, risks related to: (i) the expected timing and likelihood of completion of the Transactions, including the risk that the Transactions may not be consummated 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 the Company are not obtained; (ii) a default by one or more of the investors in the PIPE on its commitment, and the Company’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; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (iv) the ability of Arbe to meet Nasdaq listing standards following the Transactions and in connection with the consummation thereof; (v) costs related to the proposed Transactions; (vi) the occurrence of a material adverse change with respect to the financial position, performance, operations or prospects of Arbe or the Company; (vi) the disruption of Arbe management’s time from ongoing business operations due to the proposed Transactions; (vii) announcements relating to the Transactions having an adverse effect on the market price of the Company’s securities; (viii) the effect of the Transactions and the announcement thereof on the ability of Arbe to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on its operating results and businesses generally; (ix) the failure of Arbe to meet projected development and production targets; (x) changes in applicable laws or regulations, including laws and regulations affecting the market for Arbe’s products; (xi) the possibility that the combined company 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; (xii) the effect of the treatment of the Company’s warrants (and Arbe’s warrants following completion of the merger) as liabilities rather than as equity and the market’s reaction to changes in Arbe’s earnings resulting from changes in the warrant liability; and (xiii) other risks and uncertainties, including those to be identified in the proxy statement/prospectus filed by Arbe and the proxy statement filed by the Company (when available) relating to the Transactions, including those under “Risk Factors,” “Cautionary Notes Concerning Forward-Looking Statements,” “Arbe Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “ITAC’s ~~Management’s~~Charter Discussion and Analysis of Financial Condition and Results of Operations” therein, and in other filings with the SEC made by the Company or Arbe. The Company and Arbe caution 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, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company and Arbe undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.Proposal

1The Company’s stockholders approved Proposal 2 (the ITAC Charter Proposal). The votes cast were as follows:

Important Information About the Transactions and Where to Find It

For		Against		Abstain
6,587,145		31,702		262

~~Arbe has~~As ~~filed~~there ~~with~~were ~~the~~sufficient ~~SEC~~votes a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which includes a preliminary proxy statement of the Company, and a preliminary prospectus in connection with the proposed Transactions involving Arbe and the Company. The Company has filed with the SEC a preliminary proxy statement on Schedule 14A in connection with the special meeting to be held by the Company at ~~which its stockholders will vote on~~ the ~~Transactions~~time ~~and related matters. The Company’s definitive proxy statement and other relevant documents will be mailed to stockholders~~ of ~~the Company as of August 24, 2021, the record date for~~ the ~~Company’s~~Meeting ~~stockholders entitled~~ to ~~notice~~approve ofeach ~~and to vote at the special meeting. Stockholders~~ of the ~~Company~~above ~~and other interested persons are advised to read the preliminary proxy statement~~proposals, ~~and amendments thereto, and, when available,~~ the ~~definitive~~“Adjournment ~~proxy~~Proposal” ~~statement~~ described in ~~connection with~~ the ~~Company’s~~Proxy solicitation of proxies for the special meeting of its stockholders to be held to approve the Transactions and related matters because these documents will contain important information about the CompanyStatement, ~~Arbe,~~which ~~Merger Sub and the~~had ~~Transactions.~~been ~~Stockholders~~previously ofvoted ~~the~~on ~~Company~~by ~~will also be able to obtain copies of the Registration Statement and the final~~ proxy ~~statement/prospectus~~, ~~without~~ ~~charge,~~was ~~once~~not ~~available,~~presented onto ~~the~~stockholders ~~SEC’s website~~ at ~~www.sec.gov or by directing a request to~~ the ~~Company by contacting E~~Meeting. ~~Scott Crist, Chief Executive Officer, c/o Industrial Tech Acquisitions, Inc., 5090 Richmond Avenue, Suite 319, Houston, Texas 77056, at (713) 599-1300 or at scott@texasventures.com.~~

~~Participants~~The transactions contemplated by the Business Combination Agreement (as defined below and as described in the ~~Solicitation~~Proxy Statement) were consummated on October 7, 2021.

~~Arbe, the~~Item Company 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 the Company’s common stock in respect of the proposed Transactions7.01 ~~Information~~Regulation ~~about the~~FD ~~Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the Company’s filings with the SEC~~Disclosure. 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~~On October 1, 2021, Arbe Robotics Ltd. (“Arbe”) issued a press release (the “Press Release”) announcing that it was named a 2021 Automotive News PACEpilot Innovation to Watch at an online awards ceremony on September 30, 2021. This award recognizes post-pilot pre-commercial innovations in the automotive and future mobility space.

~~This~~As announced on March 18, 2021, and described ~~communication~~in ~~shall~~greater ~~not~~detail ~~constitute~~in ana ~~offer~~Current toReport ~~sell~~on orForm ~~the~~8-K ~~solicitation~~filed ofby anthe ~~offer~~Company towith ~~buy~~the ~~any~~SEC ~~securities~~on ~~pursuant~~March to24, 2021, the ~~proposed~~Company ~~Transactions~~entered into a definitive orbusiness ~~otherwise~~combination agreement, ~~nor~~dated ~~shall~~as ~~there~~of beMarch ~~any~~18, ~~sale~~2021 of(as ~~securities~~amended, inthe ~~any~~“Business ~~jurisdiction~~Combination Agreement”), with Arbe, a global leader in next-generation 4D Imaging Radar Solutions, pursuant to which, upon the ~~offer~~terms and subject to the conditions set forth therein, ~~solicitation~~among orother ~~sale~~things, Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of Arbe, would bemerge ~~unlawful~~with and ~~prior~~into tothe Company, with the ~~registration~~Company orsurviving ~~qualification~~as ~~under~~a wholly-owned subsidiary of Arbe, and the ~~securities~~holders ~~laws~~of the Company’s Common Stock and warrants would become holders of ~~any~~Arbe ~~such~~ordinary ~~jurisdiction~~shares and warrants, all as set forth in the Business Combination Agreement. NoAs ~~offering~~disclosed in Item 5.07 of ~~securities~~this ~~shall~~Current beReport ~~made~~on Form 8-K, the Company’s stockholders approved the Business Combination Agreement and the ~~except~~transactions bycontemplated ~~means~~thereby ofat a ~~prospectus~~special meeting held on October 5, 2021 and the ~~requirements~~transactions ofcontemplated ~~Section~~by 10the Business Combination Agreement were consummated on October 7, 2021. Following the consummation of the ~~Securities~~business ~~Act~~combination, the ordinary shares and warrants of ~~1933~~Arbe are expected to begin trading on the Nasdaq Capital Market under the symbols “ARBE” and “ARBEW,” asrespectively, on ~~amended~~October 8, 2021.

~~Item 9.01. Financial Statements and Exhibits.~~1

A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (dthe “Exchange Act”) ~~Exhibits~~, 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.

Exhibit No.		Description
99.1		Press Release, dated September 14, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

2This report contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company and Arbe and the transactions contemplated by the Business Combination Agreement (the “Transactions”), and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Transactions, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transactions. The words “expect,” “believe,” “estimate,” “intend,” “plan,” “anticipate,” “project,” “may,” “should,” “potential” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

~~SIGNATURE~~These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry, regulatory and operational factors), known or unknown, which could and are likely to cause the actual results to vary materially from those indicated or anticipated. You should carefully consider the risk factors and uncertainties described in “Risk Factors,” “Arbe’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “ITAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Forward-Looking Statements” and the additional risks described in the proxy statement/prospectus dated September 17, 2021 which was filed by Arbe with the Securities and Exchange Commission (the “SEC”) on September 20, 2021 and the Definitive Proxy Statement on Schedule 14A which was filed by the Company with the SEC on September 17, 2021, as well as the other documents filed with the SEC by Arbe and the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may, and are likely to, vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements.

~~Pursuant to~~Important ~~the~~Information ~~requirements~~About of the ~~Securities~~Transactions and ~~Exchange~~Where ~~Act of 1934, the registrant has duly caused this report~~ to beFind ~~signed on its behalf by the undersigned hereunto duly authorized.~~It

	INDUSTRIAL TECH ACQUISITIONS, INC.
	By:	/s/ E. Scott Crist
		Name: E. Scott Crist
		Title: Chief Executive Officer and Chairman
Dated: September 15, 2021

Arbe has filed the proxy statement/prospectus and the Company has filed the definitive prospectus in connection with the Transactions involving Arbe and the Company. Stockholders of the Company may obtain copies of the these documents, without charge, on the SEC’s website at www.sec.gov or by directing a request to the Company by contacting E. Scott Crist, Chief Executive Officer, c/o Industrial Tech Acquisitions, Inc., 5090 Richmond Avenue, Suite 319, Houston, Texas 77056, at (713) 599-1300 or at scott@texasventures.com.

3Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

99.1		Press Release, dated October 1, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDUSTRIAL TECH ACQUISITIONS, INC.

	By:	/s/ E. Scott Crist
		Name:	E. Scott Crist
		Title:	Chief Executive Officer and Chairman

Dated: October 7, 2021

Filing Compare · Industrial Tech Acquisitions, Inc.