Innoviz Technologies Ltd. entered into a definitive agreement to acquire Collective Growth Corporation (NasdaqCM:CGRO) for $1.4 billion in a reverse merger transaction on December 10, 2020. The Transaction is expected to provide up to $350 million in gross proceeds comprised of Collective Growth's $150 million of cash held in trust, assuming no redemptions by public stockholders, and $200 million from a fully committed ordinary share PIPE at $10 per share, including strategic investments from Magna International, Innoviz's Tier-1 partner, Antara Capital, co-sponsor and the largest investor in the PIPE, Phoenix Insurance and other institutional investors. The combined Company is expected to have an estimated equity value of approximately $1.4 billion and all current Innoviz stockholders will retain the entirety of their existing equity holdings in the combined Company and Innoviz existing shareholders and management would own 71% of the combined entity post-closing. Collective Growth Corporation estimates that, upon consummation of the transactions, without giving effect to the issuance of earnout shares and assuming none of Collective Growth Corporation's public stockholders demand redemption, the securityholders of Innoviz and certain members of Innoviz's management receiving shares in the transactions will own more than 75% of the outstanding ordinary shares of Innoviz and the securityholders of Collective Growth Corporation, Perception, Antara, and the Investors purchasing PIPE Shares will own the remaining Innoviz Ordinary Shares. Upon completion of the transaction, the combined Company will retain the Innoviz Technologies, Ltd. name and is expected to be listed on NASDAQ under the ticker symbol "INVZ" and “INVZW”, respectively. Innoviz shall be liable to pay a termination fees of $14.6 million to Collective Growth.

Following completion of the transaction, Innoviz will retain its experienced management team. Founder Omer Keilaf will continue to serve as Chief Executive Officer and Director. Jim Sheridan, Chief Executive Officer of Perception Capital Partners is expected to join the Board of Directors of the Company upon closing of the transaction. As per filing dated January 11, 2021 Eldar Cegla will serve as Chief Financial Officer, Oren Rosenzweig will serve as Chief Business Officer and Director, Oren Buskila will serve as Chief Research & Development Officer and James Sheridan will be Director Nominee. Other Director Nominees are namely, Amichai Steimberg, Aharon Aharon, Dan Falk, Ronit Maor, James Sheridan and Alejandro (Alex) Vukotich. The transaction is subject to regulatory approval and approval from stockholders of Collective Growth and Innoviz, waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended shall have expired, Lockup Agreement, the registration statement/proxy statement becoming effective, Collective Growth having at least $5,000,001 of net tangible assets, each Ancillary Document (other than the Subscription Agreements) having been executed and delivered by the parties thereto and being in full force and effect, Innoviz having received resignations of all of the directors and officers of Collective Growth, effective as of or prior to the Closing and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both Innoviz and Collective Growth. As of March 30, 2020, approximately 99% of proxies Have voted in favor of the Innoviz transaction. As of March 31, 2021, Collective Growth Corporation's stockholders have voted to approve the transaction. A special meeting of stockholders of Collective Growth will be held on March 31, 2021. The transaction is currently targeted to close in the first quarter of 2021.

Goldman Sachs & Co. LLC is serving as exclusive Financial advisor and Placement Agent to Innoviz in connection with the merger. Ryan Maierson, Nicholas DeNovio, Jeffrey Tochner, Jason Cruise, Max Hauser, Peter Todaro, Adam Kestenbaum, Les Carnegie, Nathan Seltzer, Joel Mack, Joshua Marnitz, Marissa Boynton and Joshua Kiernan of Latham & Watkins LLP and Meitar | Law Offices are serving as Legal Advisors to Innoviz. Akin Gump Strauss Hauer & Field LLP and Steven C. Kennedy of Faegre Drinker Biddle & Reath LP are serving as Legal Advisors to sponsors Antara Capital and Perception Capital, respectively, and Nechama Brin and Michael Yifrah are serving as Financial Advisors to Perception Capital. David Alan Miller and Jeffrey M. Gallant of Graubard Miller, Adam Klein of Goldfarb Seligman & Co. and Jonathan Sherman of Cassels Brock & Blackwell LLP are serving as Legal Advisors to Collective Growth, and Cantor Fitzgerald is serving as Financial and Capital Markets Advisor to Collective Growth. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Collective Growth. Kost Forer Gabbay & Kasierer acted as accountant for Innoviz. Marcum LLP acted as accountant for Collective Growth. D.F. King & Co., Inc. acted as information agent to Collective Growth with a fee of $25,000 plus disbursements for such services in the transaction.

Innoviz Technologies Ltd. completed the acquisition of Collective Growth Corporation (NasdaqCM:CGRO) in a reverse merger transaction in March 2021. The combined company will retain the Innoviz Technologies, Inc. name, and its ordinary shares and warrants are expected to commence trading on Nasdaq under the ticker symbols "INVZ" and "INVZW" on April 6, 2021.