Item 7.01 Regulation FD Disclosure.
The information included in Item 8.01 of this Current Report on Form 8-K is
incorporated herein by reference to the extent required.
The information set forth under this Item 7.01 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 of 1933, as amended ("Securities Act") or
the Exchange Act, except as expressly set forth by specific reference in such
filing.
Item 8.01 Other Events.
As previously disclosed, Collective Growth Corporation ("Collective Growth")
entered into a Business Combination Agreement on December 10, 2020 ("Business
Combination Agreement") with Innoviz Technologies Ltd. (the "Company") and the
other parties thereto, and, concurrently with the execution of the Business
Combination Agreement, the Company and certain accredited investors
("Investors") entered into a series of subscription agreements ("Subscription
Agreements") providing for the purchase by the Investors upon the consummation
of the business combination of an aggregate of 20,000,000 ordinary shares of the
Company ("PIPE Shares") at a price per share of $10.00, for gross proceeds to
the Company of $200,000,000.
On December 30, 2020, the Company entered into an additional Subscription
Agreement with an Investor providing for the purchase of an additional 3,000,000
PIPE Shares at a price per share of $10.00, for additional gross proceeds to the
Company of $30,000,000. The Investor agreed to fund the purchase price for its
PIPE Shares within two (2) business days after receiving notice from the Company
of the expected closing date of the business combination with Collective Growth.
The price per share to be paid by the Investor pursuant to the Subscription
Agreement assumes that the Company has effected a planned stock split to cause
the value of outstanding Company ordinary shares to equal $10.00 per share.
Including the previous Subscription Agreements, the total gross proceeds to the
Company from the sale of PIPE Shares is now $230,000,000.
The PIPE Shares were offered and sold to the Investor in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act,
based on the fact that the sale will have been made without any general
solicitation or advertising and based on representations from the Investor,
among other things, that (a) it was a qualified institutional buyer or an
accredited investor (to the extent applicable), (b) it was purchasing the shares
for its own account investment, and not with a view to distribution, (c) it had
been given access to full and complete access to information regarding
Collective Growth, the Company, and the proposed business combination, and (d)
it understood that the offer and sale of the shares was not registered and the
shares may not be publicly sold or otherwise disposed of without registration
under the Securities Act or an applicable exemption therefrom.
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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 Technologies Ltd. ("Innoviz") and Collective Growth
Corporation ("Collective Growth"). 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
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 THE EXHIBIT 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.
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THIS CURRENT REPORT AND THE EXHIBIT HERETO ARE NOT A PROXY STATEMENT OR
SOLICITATION OF A PROXY, CONSENT OR AUTHORIZATION WITH RESPECT TO ANY SECURITIES
OR IN RESPECT OF THE PROPOSED TRANSACTIONS AND SHALL NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF COLLECTIVE GROWTH OR
INNOVIZ, NOR SHALL THERE BE ANY SALE OF ANY SUCH SECURITIES IN ANY STATE OR
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE OR
JURISDICTION.
THIS REPORT AND THE EXHIBIT HERETO ARE NOT INTENDED TO BE ALL-INCLUSIVE OR TO
CONTAIN ALL THE INFORMATION THAT A PERSON MAY DESIRE IN CONSIDERING AN
INVESTMENT IN COLLECTIVE GROWTH AND IS NOT INTENDED TO FORM THE BASIS OF ANY
INVESTMENT DECISION IN COLLECTIVE GROWTH OR INNOVIZ.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Form of Subscription Agreement.
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