CGRO 8-K
CoreValues Alpha Greater China Growth ETF (CGRO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 7, 2021 (April 5, 2021)
COLLECTIVE GROWTH CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39276 | 84-3954038 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1805 West Avenue
Austin, TX 78701
(Address of Principal Executive Offices) (Zip Code)
(512) 358-9085
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | CGROU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | CGRO | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share | CGROW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note.
As previously disclosed, 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).
On April 5, 2021 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into Collective Growth, with Collective Growth surviving as a wholly-owned subsidiary of Innoviz (the “Business Combination”). Additionally, on the Closing Date, Innoviz completed the sale of ordinary shares of Innoviz (“Company Ordinary Shares”) to certain accredited investors (“Investors”), at a price per share of $10.00, for gross proceeds to Innoviz of approximately $230.0 million, pursuant to a series of subscription agreements (“Subscription Agreements”) entered into by Innoviz and the Investors concurrently with the execution of the Business Combination Agreement.
On the Closing Date, after giving effect to the redemption of an aggregate of 891,046 shares of Collective Growth’s Class A common stock in accordance with the terms of Collective Growth’s amended and restated certificate of incorporation (“SPAC Redemptions”), but without giving effect to the issuance of Company Ordinary Shares which may be issued pursuant to the earnout conditions set forth in the Business Combination Agreement, the securityholders of Innoviz and certain members of Innoviz’s management receiving shares pursuant to the Business Combination Agreement (“Company Management”) own more than 65% of the outstanding Company Ordinary Shares and the securityholders of Collective Growth, Perception, Antara, and the Investors purchasing PIPE Shares own the remaining Company Ordinary Shares.
On the Closing Date, the following securities issuances were made by Innoviz to Collective Growth’s securityholders: (i) each outstanding share of Class B common stock of Collective Growth, after taking into account the forfeiture of 1,875,000 shares by the holders of Class B common stock, was exchanged for one ordinary share of Innoviz (“Company Ordinary Share”), (ii) each outstanding share of Class A common stock of Collective Growth was exchanged for one Company Ordinary Share, and (iii) each outstanding warrant of Collective Growth, after taking into account the forfeiture of 187,500 warrants by certain holders of warrants of Collective Growth and including an aggregate of 100,000 warrants issued upon the conversion of outstanding convertible notes made by the Sponsor for working capital purposes, was assumed by Innoviz and became a warrant of Innoviz (“Company Warrant”).
In addition, on the Closing Date and in connection with the consummation of the Business Combination, (i) each outstanding preferred share of Innoviz was converted into one Company Ordinary Share, (ii) Innoviz issued Perception an aggregate of 3,027,747 Company Warrants, and (iii) Innoviz issued Antara an aggregate of 3,002,674 Company Ordinary Shares and 3,784,753 Company Warrants.
The description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Business Combination Agreement, which was filed as Exhibit 2.1 to Collective Growth’s Current Report on Form 8-K filed on December 14, 2020, and is incorporated by reference herein.
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, Collective Growth, Innoviz, Continental Stock Transfer & Trust Company, a New York corporation (“Continental”), and American Stock Transfer & Trust Company, a New York corporation (“AST”) entered into that certain Assignment, Assumption and Amendment Agreement (“New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of April 30, 2020, by and between Collective Growth and Continental (the “Existing Warrant Agreement”), to provide for the assignment by Collective Growth of all its rights, title and interest in the warrants of Collective Growth to Innoviz. Pursuant to the New Warrant Agreement, all Collective Growth warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Collective Growth’s Class A common stock, but instead will be exercisable for Company Ordinary Shares. The New Warrant Agreement also covers Company Warrants issued as part of the Business Combination. Further, the New Warrant Agreement provides for the resignation of Continental and succession of AST as warrant agent.
The foregoing description of the New Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Collective Growth terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of April 30, 2020, between Collective Growth and Continental, pursuant to which Continental invested the proceeds of Collective Growth’s initial public offering in a trust account and facilitated the SPAC Redemptions; (ii) that certain Administrative Services Agreement, dated as of April 30, 2020, between Collective Growth and Ocelot Capital Management LLC, pursuant to which an affiliate of certain officers and directors of Collective Growth provided office space, utilities, and secretarial and administrative support to Collective Growth for a fee of $10,000 per month; (iii) that certain Services Agreement, dated as of April 30, 2020, among Collective Growth, Black Canvas Consulting Inc. and Tim Saunders, which provided for the services of Mr. Saunders as Chief Financial Officer of Collective Growth; and (iv) each Letter Agreement, dated as of April 30, 2020, made in favor of Collective Growth by each officer and director of Collective Growth and Shipwright SPAC I, LLC, which included covenants of such persons to vote in favor of Collective Growth’s initial business combination and not to participate in the SPAC Redemptions, among other things.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, on the Closing Date, Collective Growth and Innoviz notified The Nasdaq Capital Market (“Nasdaq”) that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that Collective Growth’s outstanding securities had been converted into Company Ordinary Shares and Company Warrants, as described in Item 1.02 above. Collective Growth and Innoviz jointly requested that Nasdaq delist Collective Growth’s units, Class A common stock, and warrants on April 5, 2021, and as a result, trading of Collective Growth’s units, Class A common stock, and warrants on Nasdaq was suspended at 4:00 p.m. on April 5, 2021. On April 5, 2021, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Collective Growth’s securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control of Collective Growth occurred. Following the consummation of the Business Combination, Collective Growth became a wholly owned subsidiary of Innoviz.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of Collective Growth’s officers and directors resigned as a member of Collective Growth’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Collective Growth and the officers and directors on any matter relating to Collective Growth’s operations, policies or practices.
| Item 8.01. | Other Events. |
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| * | 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. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 7, 2021 |
COLLECTIVE GROWTH CORPORATION | |||||
|
|
|
By: |
/s/ Omer Keilaf | |||
| Name: Omer Keilaf | ||||||
| Title: President | ||||||
Exhibit 4.1
Execution Version
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 5, 2021, by and among Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Collective Growth Corporation, a Delaware corporation (“SPAC”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).
WHEREAS, SPAC and Continental are parties to that certain Warrant Agreement, dated as of April 30, 2020, and filed with the United States Securities and Exchange Commission on May 5, 2020 (the “Existing Warrant Agreement”; capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement);
WHEREAS, simultaneously with the consummation of its initial public offering (the “Public Offering”), SPAC issued (a) 1,968,750 warrants to Shipwright SPAC I, LLC, a portion of which were subsequently transferred by Shipwright SPAC I, LLC to certain directors, officers, and shareholders of SPAC (collectively, the “Sponsors” and such warrants, the “Sponsor Warrants”) and 37,500 warrants to Cantor Fitzgerald & Co. (together with the Sponsor Warrants, the “Private Warrants”) to purchase shares of SPAC’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $1.00 per Private Warrant, with each Private Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share during the five-year period beginning upon the later of the consummation of SPAC’s initial business combination or 12 months from the closing of the Public Offering, and (b) 7,500,000 warrants to public investors in the Public Offering (collectively, the “Public Warrants” and together with the Private Warrants, the “Warrants”) to purchase shares of Common Stock, with each Public Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share during the period beginning upon the later of the consummation of SPAC’s initial business combination or 12 months from the closing of the Public Offering and ending on the earlier of five years from the consummation of such business combination and the Redemption Date;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, on December 10, 2020, a Business Combination Agreement (the “Business Combination Agreement”) was entered into by and among SPAC, the Company, Hatzata Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and the other parties thereto;
WHEREAS, pursuant to the Business Combination Agreement, Merger Sub will merge with and into SPAC, with SPAC surviving such merger as a wholly owned subsidiary of the Company (the “Merger”) and, in the context of such Merger, all shares of Common Stock (other than certain shares subject to forfeiture pursuant to the Forfeiture Agreement, as defined below) outstanding immediately prior to the Effective Time (as defined in the Business Combination Agreement) shall be converted automatically into the Per Share Consideration (as defined in the Business Combination Agreement), following which such shares of Common Stock shall automatically be canceled and shall cease to exist by virtue of the Merger;
WHEREAS, concurrently with the execution of the Business Combination Agreement, Sponsor and SPAC entered into a forfeiture agreement (“Forfeiture Agreement”), pursuant to which, among other things, immediately prior to the Effective Time, Sponsors will forfeit to SPAC for cancellation in exchange for no consideration 187,500 Sponsor Warrants;
WHEREAS, upon consummation of the Merger, as provided in Section 4.5 of the Existing Warrant Agreement, each of the issued and outstanding Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for ordinary shares of no par value of the Company (“Company Ordinary Shares”);
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on F-4, File No. 333-252023 (“Form F-4”) for the registration, under the Securities Act of 1933, as amended, of, among other securities, the Warrants;
WHEREAS, upon consummation of the Merger, the Company will issue warrants exercisable for Company Ordinary Shares to Perception Capital Partners LLC, Antara Capital LP and to certain members of the Company’s management;
WHEREAS, the board of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in Section 3.2 of the Existing Warrant Agreement);
WHEREAS, in connection with the Merger, SPAC desires to assign all of its right, title and interest in the Existing Warrant Agreement to the Company, and the Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Existing Warrant Agreement;
WHEREAS, pursuant to Section 8.2.1 of the Existing Warrant Agreement, Continental has agreed to resign its duties as the Warrant Agent as of the date hereof, and AST has agreed to serve as successor Warrant Agent from and after the date hereof; and
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that SPAC and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders (i) for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as SPAC and the Warrant Agent may deem necessary or desirable and that SPAC and the Warrant Agent deem shall not adversely affect the interest of the registered holders and (ii) to provide for the delivery of the Alternative Issuance pursuant to Section 4.5 of the Existing Warrant Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:
1. Assignment and Assumption; Consent.
1.1 Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s right, title and interest in and to the Existing Warrant Agreement and the Warrants (each as amended hereby) as of the Effective Time. The Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations under the Existing Warrant Agreement and the Warrants (each as amended hereby) arising from and after the Effective Time.
1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement and the Warrants by SPAC to the Company pursuant to Section 1.1 hereof effective as of the Effective Time, the assumption of the Existing Warrant Agreement and Warrants by the Company from SPAC pursuant to Section 1.1 hereof effective as of the Effective Time, and to the continuation of the Existing Warrant Agreement and Warrants in full force and effect from and after the Effective Time, subject at all times to the Existing Warrant Agreement and Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.
2. Amendment of Existing Warrant Agreement and Warrants. SPAC and the Warrant Agent hereby amend the Existing Warrant Agreement, and the Warrants issued thereunder, as provided in this Section 2, effective as of the Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement and Warrants set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:
2.1 Preamble.
2.1.1 The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Collective Growth Corporation, a Delaware corporation” and replacing it with “Innoviz Technologies Ltd., a company organized under the laws of the State of Israel”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to the Company rather than SPAC.
2.1.2 The preamble on page one of the Existing Warrant Agreement is hereby further amended by deleting “Continental Stock Transfer & Trust Company” and replacing it with “American Stock Transfer & Trust Company”. As a result thereof, all references to the “Warrant Agent” or “Continental Stock Transfer & Trust Company” in the Existing Warrant Agreement shall be references to AST rather than Continental.
2.2 Recitals. The recitals on page one of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:
“WHEREAS, on May 5, 2020, Collective Growth Corporation, a Delaware corporation (“Collective Growth”) consummated an initial public offering (the “Offering”) of units (the “Units”) of Collective Growth’s equity securities, each such Unit comprised of one share of Class A common stock of Collective Growth, par value $.0001 per share (“Common Stock”) and one-half of one warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described herein, and, in connection therewith, issued and delivered 7,500,000 warrants to public investors in the Offering (the “Public Warrants”); and
WHEREAS, simultaneously with the consummation of the Offering, Collective Growth issued in a private placement to Cantor Fitzgerald & Co., the representative of the underwriters in the Offering (“Representative”) and certain officers, directors, and initial shareholders of the Company (collectively, the “Sponsors”) (i) an aggregate of 262,500 units (“Private Units”), each Private Unit comprised of one share of Common Stock and one-half of one warrant, and (ii) an aggregate of 1,875,000 warrants (such warrants, together with the warrants underlying the Private Units, the “Private Warrants”); and
WHEREAS, Collective Growth filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-236798 (the “Registration Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, and the Public Warrants and the Common Stock included in the Units; and
WHEREAS, certain convertible notes of Collective Growth may be converted into warrants of Collective Growth upon the consummation of the Merger (defined below) (“Working Capital Warrants”, and together with the Public Warrants and Private Warrants, the “Collective Growth Warrants”); and
WHEREAS, Collective Growth, the Company, and Hazata Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are parties to that certain Business Combination Agreement, dated as of December 10, 2020 (the “Business Combination Agreement”), which, among other things, provides for the merger of Merger Sub with and into Collective Growth with Collective Growth surviving such merger as a wholly owned subsidiary of the Company (the “Merger”), and, as a result of the Merger, all shares of Common Stock (other than certain shares subject to forfeiture as set forth under the terms of the Business Combination Agreement) shall be exchanged for the right to receive ordinary shares of the Company (“Company Ordinary Shares”); and
WHEREAS, on April 5, 2021, pursuant to the terms of the Business Combination Agreement, the Company, Collective Growth and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “Warrant Assumption Agreement”), pursuant to which Collective Growth assigned its rights and obligations under this Agreement to the Company and the Company assumed Collective Growth’s rights and obligations under this Agreement from Collective Growth; and
WHEREAS, pursuant to the Business Combination Agreement, the Warrant Assumption Agreement and Section 4.5 of this Agreement, effective as of the Effective Time (as defined in the Business Combination Agreement), each of the issued and outstanding Collective Growth Warrants were no longer exercisable for shares of Common Stock but instead became exercisable (subject to the terms and conditions of this Agreement) for Company Ordinary Shares (each a “Warrant” and collectively, the “Warrants”); and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on F-4, File No. 333-252023 (“Form F-4”) for the registration, under the Securities Act of 1933, as amended, of, among other securities, the Warrants; and
WHEREAS, pursuant to the Business Combination Agreement, upon consummation of the Merger, the Company will issue Warrants to Perception Capital Partners LLC, Antara Capital LP and to certain members of the Company’s management; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”
2.3 Reference to Company Ordinary Shares. (i) All references to “Common Stock” in the Existing Warrant Agreement (including all Exhibits thereto) shall mean “Company Ordinary Shares” with no par value and (ii) all references to “stockholders” shall mean “shareholders.”
2.4 Detachability of Warrants. Section 2.5 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”
Except that the defined term “Business Day” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.
2.5 Working Capital Warrants and Post IPO Warrants.
2.5.1 Section 2.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“The Private Warrants, Working Capital Warrants, and warrants issued to Perception Capital Partners LLC, Antara Capital LP, and members of Company’s management are identical to the Public Warrants but they (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as they are held by the initial purchasers or their permitted transferees (as prescribed in Section 5.6 hereof). Once a Private Warrant or Working Capital Warrant is transferred to a holder other than an affiliate or permitted transferee, it shall be treated as a Public Warrant hereunder for all purposes.”
2.5.2 Section 2.7 of the Existing Warrant Agreement is hereby deleted in its entirety. All references to “Post IPO Warrants” in the Existing Warrant Agreement (including all Exhibits thereto) shall be deleted.
2.6 Duration of Warrants. The first and second sentences of Section 3.2 of the Existing Warrant Agreement are hereby deleted and replaced with the following:
“A Warrant may be exercised only during the period commencing on the date of the consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (i) the date that is five years after the date on which the Business Combination is completed, (ii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (the “Expiration Date”). The period of time from the date the Warrants become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.””
2.7 Extraordinary Dividends. Section 4.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Company Ordinary Shares or other shares of the Company’s capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each share of Company Ordinary Shares in respect of such Extraordinary Dividend; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above or (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Company Ordinary Shares during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Company Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Company Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).”
2.8 Adjustments in Exercise Price. Section 4.4.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”.
2.9 Replacement of Securities upon Reorganization, etc. Section 4.5 of the Existing Warrant Agreement is hereby amended by deleting “or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval” from the first sentence.
2.10 Private Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until 30 days after the date of the consummation of the Business Combination, except for transfers (i) among the initial stockholders of Collective Growth or to such stockholders’ or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, or (vi) in the event that, subsequent to the consummation of the Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property, in each case (except for clause (vi) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee agrees to be bound by the terms of any other applicable agreement the transferor is bound by.”
2.11 Transfers prior to Detachment. Section 5.7 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”.
2.12 Notices.
2.12.1 Section 9.2 of the Existing Warrant Agreement is hereby amended in part to change the delivery of notices to the Company to the following:
“Innoviz Technologies Ltd.
2 Amal St.
Rosh HaAin
4809202, Israel
Attention: Eldar Cegla, Chief Financial Officer
Email: [email protected]”
2.12.2 Section 9.2 of the Existing Warrant Agreement is hereby further amended to direct that any notice, statement or demand authorized by the Existing Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company pursuant to Section 9.2 shall be delivered to the following:
“American Stock Transfer & Trust Company
55 Challenger Road
Ridgefield Park, NJ 07660
Office: 201-806-4181
Email: [email protected]”
2.12.3 Section 9.2 of the Existing Warrant Agreement is hereby further amended in part to change the delivery of a copy of notices sent to Graubard Miller, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174, Attn: David Alan Miller, Esq., Cantor Fitzgerald & Co., 499 Park Avenue, New York, New York 10022, Attn: General Counsel, and Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105, Attn: Stuart Neuhauser, Esq. to the following:
“Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Attention: Ryan Maierson
E-mail: [email protected]
Latham & Watkins LLP
99 Bishopsgate
London EC2M 3XF
United Kingdom
Attention: Joshua Kiernan
E-mail: [email protected]”.
2.13 Amendments. The second sentence of Section 9.8 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“All other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of a majority of the then outstanding Warrants.”
2.14 Warrant Certificate. Exhibit A to the Existing Warrant Agreement is hereby amended by deleting Exhibit A in its entirety and replacing it with a new Exhibit A attached hereto.
3. Resignation of Current Warrant Agent and Appointment of Successor Warrant Agent. Continental hereby resigns as Warrant Agent under the Existing Warrant Agreement, and the Company hereby appoints AST to act as the Warrant Agent for the Company under the Existing Warrant Agreement, and AST hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in the Existing Warrant Agreement as modified by this Agreement.
4. Miscellaneous Provisions.
4.1 Effectiveness. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.
4.2 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
4.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
4.4 Applicable Law. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
4.5 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.
4.6 Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signatures to this Agreement transmitted by electronic mail in PDF form, or by any other electronic means designed to preserve the original graphic and pictorial appearance of a document (including DocuSign), will be deemed to have the same effect as physical delivery of the paper document bearing the original signatures.
4.7 Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.
4.8 Reference to and Effect on Agreements; Entire Agreement.
4.8.1 Any references to “this Agreement” in the Existing Warrant Agreement will mean the Existing Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions of the Existing Warrant Agreement shall remain in full force and effect.
4.8.2 This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the date first above written.
| COLLECTIVE GROWTH CORPORATION | ||
| By: | /s/ Bruce Linton | |
| Name: Bruce Linton | ||
| Title: Chief Executive Officer | ||
| INNOVIZ TECHNOLOGIES LTD. | ||
| By: | /s/ Eldar Cegla | |
| Name: Eldar Cegla | ||
| Title: Chief Financial Officer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Stacy Aqui | |
| Name: Stacy Aqui | ||
| Title: Vice President | ||
| AMERICAN STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Michael Legregin | |
| Name: Michael Legregin Title: Senior Vice President | ||
[Signature Page to Assignment, Assumption and Amendment Agreement]
Exhibit 99.1
Innoviz Technologies and Collective Growth Corporation Announce Closing of Business Combination
Business combination provides Innoviz with approximately $371 million in gross proceeds comprised of Collective Growth’s cash in trust and a PIPE led by strategic investors, positioning Innoviz to capitalize on growth catalysts and expand its product roadmap
TEL AVIV, Israel and AUSTIN, Texas, April 5, 2021—Innoviz Technologies, a technology leader of high-performance, solid-state LiDAR sensors and perception software, and Collective Growth Corporation (NASDAQ: CGRO) today announced the completion of their previously announced business combination. 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. The business combination was approved at a special meeting of Collective Growth’s stockholders held on March 31, 2021.
The successful completion of the business combination will allow Innoviz Technologies to meet the booming demand of the auto industry, which has been waiting for the LiDAR technology to mature. Innoviz is engaged in multiple automotive programs with multiple partners across the globe, and is growing.
Innoviz is pleased to announce today, after years of development and rigorous testing, the ramp-up towards high-volume automotive-grade fully automated production of InnovizOne, which will serve the BMW series production, among other customers, and is expected to provide meaningful future revenues. In parallel, the Company will continue the introduction of the new generation LiDAR InnovizTwo to the market, which is expected to result in further significant cost reduction and performance improvements in order to accelerate the adoption of safe mobility in all types of cars. Innoviz will continue to collect data and develop new computer vision features for InnovizAPP – the new Automotive Perception Platform. With these developments, Innoviz will further expand the technology gap in the market and strengthen its leadership position on high-performance, cost effective solid-state LiDAR sensors and perception software for the autonomous driving market and others.
Video to be included with this PR: https://www.youtube.com/watch?v=zsPZHcNlcPI
“This is a pivotal moment for the Innoviz team and a historic one for the industry at large,” said Omer Keilaf, Co-Founder and CEO of Innoviz. “Since its founding, Innoviz’s engineers have pushed the boundaries of LiDAR performance, enabling us to bring a safe, reliable and affordable solution that automakers can adopt at scale. The growing demand from customers in Europe, the U.S., and the Asia Pacific and our growing backlog attest to our significant commitment. Becoming a publicly traded company puts Innoviz on the path to global leadership in the autonomous driving space worldwide, among others.”
Bruce Linton, Chairman and CEO of Collective Growth Corporation, said, “Innoviz outperforms its peers by a wide margin when it comes to high-volume LiDAR production and technological development. We are proud to follow them on their journey as a publicly traded company.”
Transaction Overview
As a result of the Business Combination, Innoviz has received approximately $371 million in gross proceeds comprised of Collective Growth’s $141 million of cash held in trust following public stockholder redemptions and $230 million from an ordinary share PIPE, including strategic investments from Innoviz’s Tier 1 partner Magna International, transaction co-sponsor Antara Capital, the largest investor in the PIPE, Phoenix Insurance and other institutional investors.
Advisors
Goldman Sachs & Co. LLC served as exclusive financial advisor and placement agent to Innoviz in connection with the merger. Latham & Watkins LLP and Meitar | Law Offices served as legal advisors to Innoviz. Akin Gump Strauss Hauer & Field LLP and Faegre Drinker Biddle & Reath LP served as legal advisors to sponsors Antara Capital and Perception Capital, respectively, and Nechama Brin and Michael Yifrah served as financial advisors to Perception Capital. Graubard Miller and Goldfarb Seligman & Co. served as legal advisors to Collective Growth, and Cantor Fitzgerald served as Financial and Capital Markets Advisor to Collective Growth.
About Innoviz Technologies
Innoviz is a leading provider of technology that will put autonomous vehicles on roads, ultimately changing the world and making life better. Innoviz is the only company with LiDAR technology that can “see” better than a human driver, while also meeting the automotive industry’s strict requirements for performance, safety and price. Selected by BMW for its fully electric iX autonomous car program, Innoviz’s technology is expected to be the first to be deployed in consumer vehicles. Innoviz is backed by top-tier strategic partners and investors, including SoftBank Ventures Asia, Samsung, Magna International, Aptiv, Magma Venture Partners, and others. For more information, visit www.innoviz.tech.
Forward Looking Statements
This announcement contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding the benefits 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 announcement, including but not limited to, the ability to implement business plans, forecasts, and other expectations following the transaction, the ability to identify and realize additional opportunities, and potential changes and developments in the highly competitive LiDAR technology and related
industries. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the definitive proxy statement/prospectus filed with the SEC on March 11, 2021 and other documents filed by Innoviz from time to time with the SEC. 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 assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Innoviz gives no assurance that it will achieve its expectations.
Contact Information:
Investor Contact:
Maya Lustig
Innoviz Technologies
+972 54 677 8100
Cody Slach or Matt Glover
Gateway Investor Relations
(949) 574-3860
Wilson Kello
Collective Growth Corporation