UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Arbe Robotics Ltd.
(Name of Issuer)
Ordinary Shares, no par value, Par Value NIS 0.000216 per Share
(Title of Class of Securities)
M1R95N100
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,438,512
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,438,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,512
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
10.36%
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12.
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Type of Reporting Person (See Instructions)
PN
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Page 2 of 11 Pages
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CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
iAngels Crowd Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
6,438,512
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
6,438,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,512
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
10.36%
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12.
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Type of Reporting Person (See Instructions)
CO
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Page 3 of 11 Pages
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CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
Mor Assia
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
6,438,512
|
|
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7.
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Sole Dispositive Power
0
|
|
|
8.
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Shared Dispositive Power
6,438,512
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,512
|
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
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11.
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Percent of Class Represented by Amount in Row (9)
10.36%
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14.
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Type of Reporting Person (See Instructions)
IN
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Page 4 of 11 Pages
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CUSIP No.
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M1R95N100
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1.
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Names of Reporting Persons
Shelly Hod Moyal
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States and Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
|
Sole Voting Power
0
|
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6.
|
Shared Voting Power
6,438,512
|
|
|
7.
|
Sole Dispositive Power
0
|
|
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8.
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Shared Dispositive Power
6,438,512
|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,512
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
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Percent of Class Represented by Amount in Row (9)
10.36%
|
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14.
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Type of Reporting Person (See Instructions)
IN
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Page 5 of 11 Pages
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CUSIP No.
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M1R95N100
|
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1.
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Names of Reporting Persons
David Assia
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Israel
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
6.
|
Shared Voting Power
6,438,512
|
|
|
7.
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Sole Dispositive Power
0
|
|
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8.
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Shared Dispositive Power
6,438,512
|
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,438,512
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
10.36%
|
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14.
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Type of Reporting Person (See Instructions)
IN
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Page 6 of 11 Pages
| Item 1(a) |
Name of Issuer |
Arbe Robotics Ltd. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices |
107 HaHashmonaim St., Tel Aviv-Yafo, Israel
| Item 2(a)-(b) |
Name of Person Filing; Address of Principal Business Office or, if none, Residence
|
| 1. |
iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment (“iAngels Technologies”), Rothschild Blvd 18, Tel Aviv-Yafo, 6688121,
Israel.
|
| 2. |
iAngels Crowd Ltd. (“iAngels Crowd”), c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel.
|
| 3. |
Mor Assia, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121,
Israel.
|
| 4. |
Shelly Hod Moyal, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo,
6688121, Israel.
|
| 5. |
David Assia, c/o iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment Rothschild Blvd 18, Tel Aviv-Yafo, 6688121,
Israel.
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The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
| Item 2(c) | Citizenship |
iAngels Technologies is a Delaware limited partnership; iAngels Crowd is an Israeli
company; each of Mor Assia and David Assia is an Israeli citizen; and Shelly Hod Moyal is an United States citizen and an Israel citizen.
| Item 2(d) | Title of Class of Securities |
Ordinary Shares, par value NIS 0.000216 per share (“Ordinary Shares”)
| Item 2(e) | CUSIP Number |
M1R95N100
| Item 3 |
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not applicable.
| Item 4 | Ownership |
iAngels Technologies LP – Series Arbe Robotics Ltd. Advanced Investment
| (a) |
Amount beneficially owned: 6,438,512 Ordinary Shares.
|
All share percentage calculations are based on 62,135,453 Ordinary Shares
outstanding as of October 21, 2021, as reported by the Issuer in its Prospectus, dated November 2, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2).
Page 7 of 11 Pages
| (b) |
Percent of Class: 10.36%
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| (c) |
Number of shares as to which the person has:
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| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 6,438,512 Ordinary Shares.
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 6,438,512 Ordinary Shares.
|
iAngels Crowd Ltd.
| (a) |
Amount beneficially owned: 6,438,512 Ordinary Shares. iAngels Crowd is the sole general partner of iAngels Technologies. By virtue of such relationship, iAngels Crowd has the power to direct iAngels
Technologies vote and dispose of these shares and may be deemed to share voting and investment power with respect to the of Ordinary Shares of the Issuer held by iAngels Technologies.
|
All share percentage calculations are based on 62,135,453 Ordinary Shares
outstanding as of October 21, 2021, as reported by the Issuer in its Prospectus, dated November 2, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2).
| (b) |
Percent of Class: 10.36%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 6,438,512 Ordinary Shares
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 6,438,512 Ordinary Shares
|
Mor Assia
| (a) |
Amount beneficially owned: 6,438,512 Ordinary Shares. Mor Assia is a member of the Investment Committee of iAngels Crowd, the general partner of iAngels Technologies. By virtue of such relationships, Mor
Assia may be deemed to share voting and investment power with respect to the Ordinary Shares of the Issuer held by iAngels Technologies. Mor Assia disclaims beneficial ownership of the Ordinary
Shares of the Issuer held by iAngels Technologies and iAngels Crowd, except to the extent of her pecuniary interest therein, if any.
|
All share percentage calculations are based on 62,135,453 Ordinary Shares
outstanding as of October 21, 2021, as reported by the Issuer in its Prospectus, dated November 2, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2).
| (b) |
Percent of Class: 10.36%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 6,438,512 Ordinary Shares.
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 6,438,512 Ordinary Shares.
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Page 8 of 11 Pages
Shelly Hod Moyal
| (a) |
Amount beneficially owned: 6,438,512 Ordinary Shares. Shelly Hod Moyal is a member of the Investment Committee of iAngels Crowd, the general partner of iAngels Technologies. By virtue of such
relationships, Shelly Hod Moyal may be deemed to share voting and investment power with respect to the Ordinary Shares of the Issuer held by iAngels Technologies. Shelly Hod Moyal disclaims beneficial ownership of the Ordinary Shares of the Issuer held by iAngels Technologies and iAngels Crowd, except to the
extent of her pecuniary interest therein, if any.
|
All share percentage calculations are based on 62,135,453 Ordinary Shares
outstanding as of October 21, 2021, as reported by the Issuer in its Prospectus, dated November 2, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2).
| (b) |
Percent of Class: 10.36%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 6,438,512 Ordinary Shares.
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 6,438,512 Ordinary Shares.
|
David Assia
| (a) |
Amount beneficially owned: 6,438,512 Ordinary Shares. David Assia is a member of the Investment Committee of iAngels Crowd, the general partner of iAngels Technologies. By virtue of such relationships,
David Assia may be deemed to share voting and investment power with respect to the Ordinary Shares of the Issuer held by iAngels Technologies. David Assia disclaims beneficial ownership of the
Ordinary Shares of the Issuer held by iAngels Technologies and iAngels Crowd, except to the extent of his pecuniary interest therein, if any.
|
All share percentage calculations are based on 62,135,453 Ordinary Shares
outstanding as of October 21, 2021, as reported by the Issuer in its Prospectus, dated November 2, 2021, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2).
| (b) |
Percent of Class: 10.36%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 6,438,512 Ordinary Shares.
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 6,438,512 Ordinary Shares.
|
| Item 5 | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
|
Incorporated by reference to Items 2 and 4 of this Schedule 13G.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
Page 9 of 11 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February 14, 2022
|
IANGELS
TECHNOLOGIES LP – SERIES ARBE ROBOTICS LTD. ADVANCED INVESTMENT
BY: IANGELS CROWD LTD., ITS GENERAL PARTNER |
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By:
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/S/ SHELLY HOD MOYAL
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Shelly Hod Moyal
CEO
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IANGELS CROWD
LTD.
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By:
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/S/ SHELLY HOD MOYAL
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Shelly Hod Moyal
CEO
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MOR ASSIA
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By:
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/S/ MOR ASSIA
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SHELLY HOD MOYAL
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By:
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/S/ SHELLY HOD MOYAL
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DAVID ASSIA
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By:
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/S/ DAVID ASSIA
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Page 10 of 11 Pages
EXHIBIT A TO SCHEDULE 13G
Joint Filing Agreement
The undersigned hereby agree that the Schedule 13G (the “Schedule 13G”), filed by the undersigned with respect to
the Ordinary Shares, par value NIS 0.000216 per share, of Arbe Robotics Ltd. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the
completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement this 14th day of February
2022.
|
IANGELS
TECHNOLOGIES LP – SERIES ARBE ROBOTICS LTD. ADVANCED INVESTMENT
BY: IANGELS CROWD LTD., ITS GENERAL PARTNER |
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By:
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/S/ SHELLY HOD MOYAL
|
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Shelly Hod Moyal
CEO
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IANGELS CROWD
LTD.
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By:
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/S/ SHELLY HOD MOYAL
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Shelly Hod Moyal
CEO
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MOR ASSIA
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By:
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/S/ MOR ASSIA
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SHELLY HOD MOYAL
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By:
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S/ SHELLY HOD MOYAL
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DAVID ASSIA
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By:
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/S/ DAVID ASSIA
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Page 11 of 11 Pages