Item 5.07 Submission of Matters to a Vote of Security Holders
On
Proposal 1 - The Business Combination Proposal
The Company's stockholders approved Proposal 1 (the Business Combination Proposal). The votes cast were as follows:
For Against Abstain 6,590,859 28,000 250
Proposal 2 - The ITAC Charter Proposal
The Company's stockholders approved Proposal 2 (the ITAC Charter Proposal). The votes cast were as follows:
For Against Abstain 6,587,145 31,702 262
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the "Adjournment Proposal" described in the Proxy Statement, which had been previously voted on by proxy, was not presented to stockholders at the Meeting.
The transactions contemplated by the Business Combination Agreement (as defined
below and as described in the Proxy Statement) were consummated on
Item 7.01 Regulation FD Disclosure.
On
As announced on
1
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company and Arbe and the transactions contemplated by the Business Combination Agreement (the "Transactions"), and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Transactions, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transactions. The words "expect," "believe," "estimate," "intend," "plan," "anticipate," "project," "may," "should," "potential" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
These forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including
assumptions about general economic, market, industry, regulatory and operational
factors), known or unknown, which could and are likely to cause the actual
results to vary materially from those indicated or anticipated. You should
carefully consider the risk factors and uncertainties described in "Risk
Factors," "Arbe's Management's Discussion and Analysis of Financial Condition
and Results of Operations," "ITAC's Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Forward-Looking Statements" and
the additional risks described in the proxy statement/prospectus dated
Important Information About the Transactions and Where to Find It
Arbe has filed the proxy statement/prospectus and the Company has filed the
definitive prospectus in connection with the Transactions involving Arbe and the
Company. Stockholders of the Company may obtain copies of the these documents,
without charge, on the
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Transactions or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, datedOctober 1, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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