Filing Details

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. M5R635108

 

 

CUSIP No. M5R635108

 

 

CUSIP No. M5R635108

 

 

CUSIP No. M5R635108

 

 

CUSIP No. M5R635108

 

 

Innoviz Technologies Ltd. (the “Issuer”)

 

2 Amal Street

Afek Industrial Park

Rosh HaAin, Israel

4809202

This Schedule 13G is being filed by

(i)	Antara Capital Master Fund LP (“Antara Master Fund”)

(ii)	Antara Capital Fund GP LLC (“Antara Fund GP”)

(iii)

Antara Capital LP (“Antara Capital”)

(iv)	Antara Capital GP LLC (“Antara GP”)

(v)	Himanshu Gulati (“Mr. Gulati”)

 

The principal business address of each of the Reporting Persons is:

500 Fifth Avenue, Suite 2320

New York, NY 10110

 

(i)	Antara Master Fund is a Cayman Islands exempted limited partnership

(ii)	Antara Fund GP is a Delaware limited liability company

(iii)

Antara Capital is a Delaware limited partnership

(iv)	Antara GP is a Delaware limited liability company

(v)	Mr. Gulati is an individual and is a citizen of the United States.

 

Ordinary Shares, no par value per share (“Ordinary Shares”)

 

M5R635108

 

Not Applicable.

Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.

Antara Master Fund directly holds 7,002,673 Ordinary Shares.  Certain managed accounts for which Antara Capital serves as investment manager (the “Managed Accounts”) directly hold 3,000,000 Ordinary Shares.  Out of the total number of Ordinary Shares held by Antara Master Fund, 3,002,673 Ordinary Shares are subject to transfer restrictions, including a lock-up of 180 days after the closing of the Issuer’s business combination on April 5, 2021 (the “Closing”). In addition, Antara Master Fund directly holds warrants to purchase 3,925,494 Ordinary Shares (“Warrants”). The Warrants held by Antara Master Fund have an exercise price of $11.50 per Ordinary Share, are presently exercisable, and will expire five years after the Closing or earlier upon redemption or liquidation. The Warrants, and the Ordinary Shares underlying those Warrants should they be exercised, are also subject to the same transfer restrictions as those certain Ordinary Shares noted above, including a 180-day lock-up period after the Closing. The foregoing amounts do not include 197,962 Ordinary Shares to be issued to Antara Master Fund upon the satisfaction of certain earn-out conditions.

The Reporting Persons in the aggregate beneficially own approximately 10.4% of the Ordinary Shares outstanding, based on 129,820,963 Ordinary Shares of the Issuer outstanding as of April 5, 2021, based on information received from the Issuer.

Antara Fund GP is the general partner of Antara Master Fund and may be deemed to beneficially own the securities of the Issuer held directly by Antara Master Fund. Antara GP is the general partner of Antara Capital. Antara Capital is the investment manager of the Antara Master Fund and the Managed Accounts.  Mr. Gulati is the sole member of Antara Fund GP and Antara GP. Antara Capital, Antara GP and Mr. Gulati may be deemed to beneficially own the securities of the Issuer held directly by Antara Master Fund and the Managed Accounts.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

 

Not applicable.

 

Not applicable.

 

Not applicable.

 

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 14, 2021

 

	ANTARA CAPITAL LP
	By:	Antara Capital GP LLC,
		its general partner
	By:	/s/ Himanshu Gulati
		Name: Himanshu Gulati
		Title: Managing Member

EXHIBIT LIST

 

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing of Antara Capital Master Fund LP, Antara Capital Fund GP LLC, Antara Capital LP, Antara Capital GP LLC  and Himanshu Gulati, on behalf of each of them of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Innoviz Technologies Ltd., and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day of April 2021.

	ANTARA CAPITAL MASTER FUND LP
	By:	Antara Capital LP
		Not in its individual corporate capacity, but solely as Investment Advisor and agent
	By:	Antara Capital GP LLC,
		its general partner
	By:	/s/ Himanshu Gulati
		Name: Himanshu Gulati
		Title: Managing Member