Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On December 10, 2020, Collective Growth Corporation, a Delaware corporation
("Collective Growth"), entered into a Business Combination Agreement ("Business
Combination Agreement") by and among Collective Growth, Innoviz Technologies
Ltd., a company organized under the laws of the State of Israel (the "Company"
or "Innoviz"), Hatzata Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company ("Merger Sub"), Perception Capital Partners LLC, a
Delaware limited liability company ("Perception") (solely for purposes of
Sections 2.2(d), 2.3(a), 2.8, 2.9, 5.2, 5.5, 7.2 and Article VIII) and Antara
Capital LP, a Delaware limited partnership ("Antara") (solely for purposes of
Sections 5.2, 5.5, 7.2 and Article VIII).
Pursuant to the Business Combination Agreement, Merger Sub will merge with and
into Collective Growth, with Collective Growth surviving the merger (the
"Merger"). As a result of the Merger, and upon consummation of the Merger and
the other transactions contemplated by the Business Combination Agreement
("Transactions") Collective Growth will become a wholly-owned subsidiary of the
Company, with the stockholders of Collective Growth becoming securityholders of
the Company.
The pro forma valuation of the Company upon consummation of the Transactions is
$1,375,000,000. We estimate that, upon consummation of the Transactions (the
"Effective Time"), without giving effect to the issuance of Earnout Shares
(defined below) and assuming none of Collective Growth's public stockholders
demand redemption ("SPAC Redemptions") pursuant to Collective Growth's amended
and restated certificate of incorporation, the securityholders of the Company
and certain members of the Company's management receiving shares in the
Transactions ("Company Management") will own more than 75% of the outstanding
ordinary shares of the Company ("Company Ordinary Shares") and the
securityholders of Collective Growth, Perception, Antara, and the Investors
purchasing PIPE Shares will own the remaining Company Ordinary Shares.
The following securities issuances will be made by the Company to Collective
Growth securityholders at the Effective Time and in each case assume the Stock
Split (as defined below) has occurred: (i) each share of Class B common stock of
Collective Growth after taking into account the forfeiture of 1,875,000 shares
pursuant to the Forfeiture Agreement, will be exchanged for one Company Ordinary
Share, (ii) each outstanding share of Class A common stock of Collective Growth
will be exchanged for one Company Ordinary Share, and (iii) each outstanding
warrant of Collective Growth will be assumed by the Company and will become a
warrant of the company ("Company Warrant") (with the number of Company Ordinary
Shares underlying the Company Warrant and the exercise price of such Company
Warrants subject to adjustment in accordance with the terms of the Merger
Agreement).
The following securities issuances will be made by the Company to Company
Management, the Company's securityholders, and Perception at the Effective Time
and in each case assume the Stock Split (as defined below): (i) each outstanding
preferred share of the Company will be converted into one Company Ordinary
Share, (ii) Company Management will be issued an aggregate of 2,847,436 Company
Ordinary Shares and 3,986,410 Company Warrants, and (iii) Perception will be
issued an aggregate of 3,448,526 Company Warrants.
Additionally, the Company will issue securities pursuant to the Subscription
Agreement and the Antara Put Option Agreement, each as described in more detail
below.
The Company Ordinary Shares and Company Warrants to be received by the Sponsors,
Company Management, Perception, and Antara in connection with the Transactions,
including the Earnout Shares, will be subject to the transfer restrictions
described below under the heading "Lockup Agreement".
Earnout
Pursuant to the Business Combination Agreement, if the last sale price of the
Company Ordinary Shares on the Nasdaq Capital Market ("Nasdaq") is greater than
$10.97 for any ten (10) trading days out of a twenty (20) consecutive
trading-day period at any time during the four years after the consummation of
the Transactions, Perception, Antara and certain members of the Company's
management may be issued additional Company Ordinary Shares as follows:
(1) to Perception as additional consideration for services provided by
Perception to the Company (x) 2,477,269 Company Ordinary Shares if the Initial
Transaction Proceeds is equal to or greater than $150,000,000 or (y) a number of
Company Ordinary Shares equal to the difference of (A) 2,477,269 and (B) the
product of (i) 0.3866 and (ii) an earnout calculation ("Perception Earnout
Calculation") set forth in the Business Combination Agreement if the Initial
Transaction Proceeds are less than $150,000,000 (such shares issuable to
Perception, the "Perception Earnout Shares"); and
(2) to the Company Management, 1,423,718 Company Ordinary Shares (such shares,
the "Management Earnout Shares")
Pursuant to the Put Option Agreement, concurrently with the issuance of the
Perception Earnout Shares, if any, Antara will be issued (x) 370,167 Company
Ordinary Shares if the Initial Transaction Proceeds is equal to or greater than
$150,000,000 or (y) a number of Company Ordinary Shares equal to the difference
of (A) 370,167 and (B) the product of (i) 0.577 and (ii) the Perception Earnout
Calculation if the Initial Transaction Proceeds are less than $150,000,000 (such
shares issuable to Perception, the "Antara Earnout Shares", and together with
the Perception Earnout Shares and Management Earnout Shares, the "Earnout
Shares").
Adjustments to Consideration
Prior to the Effective Time, the Company intends to effect a reverse stock split
to cause the value of the outstanding Company Ordinary Shares immediately prior
to the Effective Time to equal $10.00 per share (the "Stock Split"). Upon
consummation of the Stock Split, the consideration to be issued to
securityholders of Collective Growth, Company Management, Antara, and Perception
shall be adjusted appropriately to reflect the effect of the Stock Split.
The Transactions are targeted to be consummated in the first quarter of 2021,
after the required approval by the stockholders of Collective Growth
("Collective Growth Stockholder Approval"), ordinary shareholders of the Company
("Company Shareholder Approval"), and preferred shareholders of the Company
("Company Preferred Shareholder Approval") and the fulfillment of certain other
conditions.
Governance
After the consummation of the Transactions, the current officers of the Company
will remain officers of the Company. The size of the board of directors of the
Company will be increased and one director will be designated by Perception.
The following summaries of the Business Combination Agreement and the other
agreements to be entered into by the parties are qualified in their entirety by
reference to the text of the Business Combination Agreement and agreements
entered into in connection therewith. The Business Combination Agreement is
attached as an exhibit hereto and incorporated herein by reference.
Representations and Warranties
The Business Combination Agreement contains representations and warranties of
the Company and its subsidiaries, including Merger Sub, relating, among other
things, to proper organization and qualification; capitalization; the
authorization, performance and enforceability against the Company of the
Business Combination Agreement; financial statements; absence of undisclosed
liabilities; governmental actions and filings; permits; material contracts;
absence of certain changes; litigation; compliance with laws; benefit plans;
environmental matters; intellectual property; labor matters; insurance; tax
matters; brokers' fees; real and personal property; transactions with
affiliates; compliance with international trade and anti-corruption laws; the
Company's major customers and suppliers; product warranties and product
liability; and the execution of the Subscription Agreements.
The Business Combination Agreement contains representations and warranties of
Collective Growth relating, among other things, to proper organization and
qualification; the authorization, performance and enforceability against
Collective Growth of the Business Combination Agreement; governmental actions
and filings; brokers' fees; capitalization; reports filed with the Securities
and Exchange Commission ("SEC"), financial statements, and compliance with the
Sarbanes-Oxley Act; Collective Growth's trust account; indebtedness;
transactions with affiliates; litigation; compliance with laws; restrictions on
business activities; Collective Growth's internal controls, financial
statements, and Nasdaq listing; absence of undisclosed liabilities; tax matters;
absence of changes; employment matters; the execution of the Sponsor Support
Agreement; status under the Investment Company Act; the absence of poison pill
or similar anti-takeover matters; compliance with international trade and
anti-corruption laws; the execution of the Sponsor Forfeiture Agreement; and
non-Israeli residence.
Covenants
The Business Combination Agreement includes customary covenants of the parties
with respect to business operations prior to consummation of the Transactions
and efforts to satisfy conditions to the consummation of the Transactions. The
Business Combination Agreement also contains additional covenants of the
parties, including, among others, covenants providing for Collective Growth and
the Company to cooperate in the preparation of the Registration Statement on
. . .
Item 7.01 Regulation FD Disclosure.
Press Release
Attached as Exhibit 99.1 to this Report is the press release jointly issued by
the parties announcing the Transactions.
Investor Meetings
Attached as Exhibits 99.2 and 99.3 to this Report are the form of investor
presentation to be used by Collective Growth and the Company in presentations to
certain of their securityholders and other persons regarding the proposed Merger
and a transcript of the investor presentation that was made in connection with
the announcement of the execution of the Business Combination Agreement.
The information set forth below under this Item 7.01, including the exhibits
attached hereto, 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
("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 or the Exchange Act, except as expressly set forth by specific reference in
such filing.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the proposed
transaction between Innoviz and Collective Growth, including statements
regarding the benefits of the transaction, the anticipated timing of the
transaction, the services offered by Innoviz and the markets in which it
operates, and Innoviz's projected future results. These forward-looking
statements generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of Collective
Growth's securities, (ii) the risk that the transaction may not be completed by
Collective Growth's business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by Collective
Growth, (iii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the business combination agreement by the
shareholders of Collective Growth and Innoviz, the satisfaction of the minimum
trust account amount following redemptions by Collective Growth's public
shareholders and the receipt of certain governmental and regulatory approvals,
(iv) the lack of a third party valuation in determining whether or not to pursue
the proposed transaction, (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the business combination
agreement, (vi) the effect of the announcement or pendency of the transaction on
Innoviz's business relationships, performance, and business generally, (vii)
risks that the proposed transaction disrupts current plans of Innoviz and
potential difficulties in Innoviz employee retention as a result of the proposed
transaction, (viii) the outcome of any legal proceedings that may be instituted
against Innoviz or against Collective Growth related to the business combination
agreement or the proposed transaction, (ix) the ability of Innoviz to list its
ordinary shares on the Nasdaq, (x) the price of Innoviz's securities may be
volatile due to a variety of factors, including changes in the competitive and
highly regulated industries in which Innoviz plans to operate, variations in
performance across competitors, changes in laws and regulations affecting
Innoviz's business and changes in the combined capital structure, and (xi) the
ability to implement business plans, forecasts, and other expectations after the
completion of the proposed transaction, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of Collective Growth's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by
Collective Growth from time to time with the U.S. Securities and Exchange
Commission (the "SEC") and the registration statement on Form F-4 and proxy
statement/prospectus discussed below. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and Innoviz
and Collective Growth assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future
events, or otherwise. Neither Innoviz nor Collective Growth gives any assurance
that either Innoviz or Collective Growth will achieve its expectations.
Additional Information
COMMENCING SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K,
COLLECTIVE GROWTH INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS,
AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING COLLECTIVE
GROWTH'S SECURITIES, IN CONNECTION WITH THE PROPOSED TRANSACTIONS WITH INNOVIZ,
AS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K. THIS CURRENT REPORT ON
FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS HERETO, MAY BE DISTRIBUTED TO
PARTICIPANTS AT SUCH PRESENTATIONS.
COLLECTIVE GROWTH AND INNOVIZ AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE
OFFICERS, UNDER SEC RULES, MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES OF COLLECTIVE GROWTH'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED
TRANSACTIONS. INVESTORS AND SECURITY HOLDERS MAY OBTAIN MORE DETAILED
INFORMATION REGARDING THE NAMES AND INTERESTS IN THE PROPOSED TRANSACTIONS OF
COLLECTIVE GROWTH'S DIRECTORS AND OFFICERS IN COLLECTIVE GROWTH'S FILINGS WITH
THE SEC. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED
PARTICIPANTS IN THE SOLICITATION OF PROXIES TO COLLECTIVE GROWTH'S STOCKHOLDERS
IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE SET FORTH IN THE
REGISTRATION STATEMENT FOR THE PROPOSED TRANSACTIONS THAT INNOVIZ INTENDS TO
FILE WITH THE SEC, WHICH WILL INCLUDE A PROXY STATEMENT AND PROSPECTUS FOR THE
TRANSACTIONS. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF PARTICIPANTS IN
THE SOLICITATION OF PROXIES IN CONNECTION WITH THE PROPOSED TRANSACTIONS WILL BE
INCLUDED IN THE REGISTRATION STATEMENT.
INVESTORS AND SECURITY HOLDERS OF COLLECTIVE GROWTH AND INNOVIZ ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS CONTAINING IMPORTANT INFORMATION ABOUT
COLLECTIVE GROWTH AND INNOVIZ ONCE SUCH DOCUMENTS ARE FILED WITH THE SEC,
THROUGH THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. COPIES OF THE
DOCUMENTS FILED WITH THE SEC BY COLLECTIVE GROWTH WHEN AND IF AVAILABLE, CAN BE
OBTAINED FREE OF CHARGE ON COLLECTIVE GROWTH'S WEBSITE AT WWW.COLLECTIVE
GROWTHCORP.COM OR BY DIRECTING A WRITTEN REQUEST TO COLLECTIVE GROWTH
CORPORATION 1805 WEST AVENUE, AUSTIN, TX 78701.
SOME OF INNOVIZ'S FINANCIAL INFORMATION AND DATA CONTAINED HEREIN AND IN THE
EXHIBITS HERETO DOES NOT CONFORM TO SEC REGULATION S-X IN THAT IT INCLUDES
CERTAIN FINANCIAL INFORMATION NOT DERIVED IN ACCORDANCE WITH UNITED STATES
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"). ACCORDINGLY, SUCH INFORMATION
AND DATA WILL BE ADJUSTED AND PRESENTED DIFFERENTLY IN THE REGISTRATION
STATEMENT FILED WITH THE SEC. COLLECTIVE GROWTH AND INNOVIZ BELIEVE THAT THE
PRESENTATION OF NON-GAAP MEASURES PROVIDES INFORMATION THAT IS USEFUL TO
INVESTORS AS IT INDICATES MORE CLEARLY THE ABILITY OF INNOVIZ TO MEET CAPITAL
EXPENDITURES AND WORKING CAPITAL REQUIREMENTS AND OTHERWISE MEET ITS OBLIGATIONS
AS THEY BECOME DUE.
THE FINANCIAL PROJECTIONS INCLUDED IN THIS CURRENT REPORT AND THE EXHIBITS
HERETO ARE FORWARD-LOOKING STATEMENTS THAT ARE BASED ON ASSUMPTIONS THAT ARE
INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH
ARE BEYOND COLLECTIVE GROWTH'S AND INNOVIZ'S CONTROL. WHILE ALL PROJECTIONS ARE
NECESSARILY SPECULATIVE, COLLECTIVE GROWTH AND INNOVIZ BELIEVE THAT THE
PROSPECTIVE FINANCIAL INFORMATION COVERING PERIODS BEYOND TWELVE MONTHS FROM ITS
DATE OF PREPARATION CARRIES INCREASINGLY HIGHER LEVELS OF UNCERTAINTY AND SHOULD
BE READ IN THAT CONTEXT. THERE WILL BE DIFFERENCES BETWEEN ACTUAL AND PROJECTED
RESULTS, AND ACTUAL RESULTS MAY BE MATERIALLY GREATER OR MATERIALLY LESS THAN
THOSE CONTAINED IN THE PROJECTIONS. THE INCLUSION OF PROJECTIONS IN THIS REPORT
AND THE EXHIBITS HERETO SHOULD NOT BE REGARDED AS AN INDICATION THAT COLLECTIVE
GROWTH AND INNOVIZ, OR THEIR REPRESENTATIVES, CONSIDERED OR CONSIDER THE
PROJECTIONS TO BE A RELIABLE PREDICTION OF FUTURE EVENTS.
THIS CURRENT REPORT AND THE EXHIBITS HERETO ARE NOT A PROXY STATEMENT OR
SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1* Business Combination Agreement, dated as of December 10, 2020, by
and among Collective Growth Corporation, Hatzata Merger Sub, Inc.,
Innoviz Technologies Ltd., Perception Capital Partners LLC (solely for
purposes of Sections 2.2(d), 2.3(a), 2.8, 2.9, 5.2, 5.5, 7.2 and
Article VIII) and Antara Capital LP (solely for purposes of Sections
5.2, 5.5, 7.2 and Article VIII).
10.1 Form of Subscription Agreement.
10.2 Confidentiality and Lockup Agreement, dated as of December 10, 2020,
between Innoviz Technologies Ltd., Perception Capital Partners LLC,
Antara Capital LP, and the securityholders of Innoviz Technologies
Ltd. and the securityholders of Collective Growth Corporation named on
the signature pages thereto.
10.3 Registration Rights Agreement, dated as of December 10, 2020,
between Innoviz Technologies Ltd. and the investors named on the
signature pages thereto.
10.4 Sponsor Forfeiture Agreement, dated as of December 10, 2020, between
Collective Growth Corporation and certain officers, directors, and
initial stockholders of Collective Growth Corporation named on the
signature pages thereto.
10.5 Form of Letter Agreement made by certain officers, directors, and
initial stockholders of Collective Growth Corporation, in favor of
Innoviz Technologies Ltd. and Collective Growth Corporation.
10.6 Form of Support Agreement, dated as of December 10, 2020, between
Innoviz Technologies Ltd., Collective Growth Corporation, and the
securityholders of Innoviz Technologies Ltd. named on the signature
pages thereto
10.7 Put Option Agreement, dated as of December 10, 2020, between Innoviz
Technologies Ltd. and Antara Capital Partners LP
99.1 Press release, dated December 11, 2020
99.2 Investor Presentation
99.3 Investor Presentation Transcript
* Certain exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). Collective Growth agrees to
furnish supplementally a copy of all omitted exhibits and schedules to the
Securities and Exchange Commission upon its request.
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