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): March 31, 2021
COLLECTIVE GROWTH CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-39276 | 84-3954038 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | 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 Symbol(s) |
Name of each exchange on which registered | ||
| 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 31, 2021, Collective Growth Corporation (“Collective Growth”) held a special meeting of stockholders (“Meeting”), which was called to approve the proposals relating to the entry into and consummation of the Business Combination Agreement, dated as of December 10, 2020 (the “Business Combination Agreement”), by and among Collective Growth, Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (“Innoviz”), Hatzata Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Innoviz (“Merger Sub”), and the other parties thereto. An aggregate of 9,645,277 shares of Collective Growth’s common stock, which represents a quorum of the outstanding common stock entitled to vote as of the record date of March 4, 2021, were represented in person or by proxy at the Meeting.
Collective Growth’s stockholders voted on the following proposals at the Meeting, each of which was approved:
(1) Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated therein, pursuant to which Merger Sub will merge with and into Collective Growth, with Collective Growth surviving the merger as a wholly owned subsidiary of Innoviz (the “Business Combination”). The following is a tabulation of the votes with respect to this proposal, which was approved by Collective Growth’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 9,621,400 | 16,588 | 7,289 | 0 | |||||||||||
Prior to the Meeting, holders of an aggregate of 891,046 shares of Collective Growth’s Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.01 per share, or an aggregate of approximately $8.9 million.
(2) Proposal No. 2 — The Charter Proposals – separate proposals to approve the following material differences between Collective Growth’s amended and restated certificate of incorporation (“SPAC Charter”) and Innoviz’s amended and restated articles of association (“Innoviz Articles”) to be effective upon the consummation of the Business Combination:
a. The name of the new public entity will be “Innoviz Technologies Ltd.” as opposed to “Collective Growth Corporation.” The following is a tabulation of the votes with respect to this proposal, which was approved by Collective Growth’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,624,463 | 13,131 | 7,683 | 0 |
b. The Innoviz Articles will provide for one class of ordinary shares as opposed to the two classes of Collective Growth’s common stock provided for in the SPAC Charter. The following is a tabulation of the votes with respect to this proposal, which was approved by Collective Growth’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,602,254 | 26,206 | 16,817 | 0 |
c. Innoviz’s corporate existence is perpetual as opposed to Collective Growth’s corporate existence terminating if a business combination is not consummated within a specified period of time. The following is a tabulation of the votes with respect to this proposal, which was approved by Collective Growth’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,608,081 | 21,828 | 15,368 | 0 |
d. The Innoviz Articles will not include the various provisions applicable only to special purpose acquisition corporations that the SPAC Charter contains. The following is a tabulation of the votes with respect to this proposal, which was approved by Collective Growth’s stockholders:
| For | Against | Abstain | Broker Non-Votes | |||
| 9,603,562 | 21,131 | 20,584 | 0 |
Item 7.01 Regulation FD Disclosure.
On April 1, 2021, Collective Growth issued a press release announcing the results of the Meeting. The press release is attached hereto as Exhibit 99.1.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release. |
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 1, 2021 | COLLECTIVE GROWTH CORPORATION | |
| By: | /s/ Bruce Linton | |
| Bruce Linton | ||
| Chairman and Chief Executive Officer |
Exhibit 99.1
Collective Growth Corporation Announces Final Results of Stockholder Vote to Approve Business Combination
AUSTIN, Texas, April 01, 2021 (GLOBE NEWSWIRE) -- Collective Growth Corporation (NASDAQ: CGRO), a US publicly-traded special purpose acquisition company, today announced that on March 31, 2021, its stockholders voted to approve the previously announced business combination with Innoviz Technologies Ltd., a technology leader of high-performance, solid-state LiDAR sensors and perception software, at Collective Growth’s special meeting of stockholders. An aggregate of 891,046 shares of Class A common stock of Collective Growth were submitted for redemption by public stockholders in connection with the vote. Collective Growth intends to disclose the final voting results on a Current Report on Form 8-K to be filed with the Securities and Exchange Commission promptly.
The transaction is expected to close promptly after confirmation that all closing conditions have been satisfied. Upon completion of the transaction, the combined company will retain the Innoviz Technologies Ltd. name and its ordinary shares are expected to be listed on the Nasdaq Stock Market under the ticker symbol “INVZ.”
About Innoviz Technologies
Innoviz is a leading manufacturer of high-performance, solid-state LiDAR sensors and perception software that enable the mass production
of autonomous vehicles. Innoviz’s offerings include InnovizOne, an automotive-grade, mass-producible LiDAR sensor, InnovizTwo, next
generation high-performance automotive-grade LiDAR sensor, and Innoviz’s perception software, designed to complement its hardware
offerings with advanced AI and machine learning-based classification, detection and tracking features. Innoviz is backed by top-tier strategic
partners and investors, including SoftBank Ventures Asia, Samsung, Magna International, Aptiv, Magma Venture Partners, Vertex Ventures,
360 Capital Partners, Harel Insurance Investments and Financial Services, Phoenix Insurance Company and others. For more information,
visit www.innoviz.tech.
About Collective Growth Corporation
Collective Growth Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses or entities, which Collective Growth refers
to as its initial business combination. For more information, visit www.collectivegrowthcorp.com.
Forward Looking Statements
This document 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”),
including statements regarding 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, (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 registration
statement on Form F-4 and proxy statement/prospectus filed by the parties in connection with the proposed transaction. 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.
This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering in an investment in Innoviz or Collective Growth and is not intended to form the basis of an investment decision in either company. All subsequent written and oral forward-looking statements concerning Innoviz and Collective Growth, the proposed transactions or other matters and attributable to Innoviz and Collective Growth or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Contact Information
Innoviz
[email protected]
[email protected]
Collective Growth Corporation
Wilson Kello
[email protected]