ARBEW Arbe Robotics Ltd

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-269235

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated October 31, 2024.

Preliminary Prospectus Supplement

(To Prospectus dated February 24, 2023)

Arbe Robotics Ltd.

           Ordinary Shares

           Tranche A Warrants to Purchase up to            Ordinary Shares

           Tranche B Warrants to Purchase up to            Ordinary Shares

           Pre-Funded Warrants to Purchase up to            Ordinary Shares

           Ordinary Shares underlying the Tranche A Warrants

           Ordinary Shares underlying the Tranche B Warrants

           Ordinary Shares underlying the Pre-Funded Warrants

We are offering                of our ordinary shares, par value NIS 0.000216 per share, warrants to purchase up to           ordinary shares at an exercise price of $2.35 per whole ordinary share (the “Trance A Warrants”), and warrants to purchase up to           ordinary shares at an exercise price of $          per share (the “Tranche B Warrants,” and together with the Tranche A Warrants, the "Warrants") pursuant to this prospectus supplement and the accompanying prospectus. We are also offering to each purchaser of ordinary shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding ordinary shares immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of ordinary shares. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of ordinary shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant is exercisable for one ordinary share. The purchase price of each Pre-Funded Warrant is equal to the price at which a unit is sold in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant is $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The ordinary shares, or at a purchaser’s election, the Pre-Funded Warrants, and Warrants will be sold in units, with each unit consisting of one ordinary share, one Tranche A Warrant, and one Tranche B Warrant. Each unit will be sold at a public offering price of $            per unit. The ordinary shares or Pre-Funded Warrants and Warrants will be issued separately but can only be purchased together in this offering. The Pre-Funded Warrants, Warrants and the ordinary shares issuable upon the exercise thereof are being registered on the registration statement of which this prospectus supplement is a part.

The Tranche A Warrants will be exercisable immediately, in whole or in part, and will expire on [●], 2029. The Tranche B Warrants will be exercisable immediately, in whole or in part, and will expire on the earlier to occur of (A) 20 trading days after we have provided written notice to the holders of Tranche B Warrants that the Triggering Event (as defined below) has occurred, and (B) October [ ], 2027. See “Description of Securities We are Offering—Tranche B Warrants.”

Our ordinary shares and warrants are listed on the NASDAQ Capital Market under the trading symbols “ARBE” and “ARBEW”, respectively. On October 30, 2024, the closing prices of our ordinary shares and warrants on the Nasdaq Capital Market were $1.89 per ordinary share and $0.24 per warrant. Our ordinary shares are also listed on the Tel Aviv Stock Exchange (the “TASE”) under the symbol “ARBE.” On October 30, 2024, the last reported trading price of our ordinary shares on the TASE was NIS 690, or $186.03 per share (based on the exchange rate reported by the Bank of Israel on such date). There is no established public trading market for the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants and we do not expect a market to develop. We do not intend to list the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants on the Nasdaq Capital Market, on any other national securities exchange or any other nationally recognized trading system.

We are an “emerging growth company” and a “foreign private issuer” as defined by the U.S. Securities and Exchange Commission (the “SEC”) and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings. See “Prospectus Supplement Summary—Our Organization.”

Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read the discussion of material risks of investing in our securities under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement and the documents incorporated by reference herein and page 14 of the accompanying prospectus.

Neither the Securities and Exchange Commission, the Israeli Securities Authority nor any state securities commission or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Delivery of the securities is expected to be made on or about                  , 2024, subject to customary closing conditions. 

Sole Bookrunner

Canaccord Genuity

The date of this prospectus supplement is , 2024.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 (File No. 333-269235) that we filed with the SEC utilizing a shelf registration process. Under the shelf registration process, we may offer and sell securities having an aggregate offering price of up to $100,000,000 from time to time.

This prospectus supplement describes the specific terms of the units we are offering and also adds to, and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference into this prospectus supplement that was filed with the SEC before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference into this prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and in any free writing prospectus that we may authorize for use in connection with this offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell or soliciting an offer to buy our securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, the documents incorporated by reference into this prospectus supplement, and in any free writing prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the documents incorporated by reference into this prospectus supplement, and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

We are offering to sell, and seeking offers to buy, units only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of the units in certain jurisdictions may be restricted by law. We have not done anything that would permit the offering or possession or distribution of this prospectus supplement in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of the units and the distribution of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus supplement and accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Unless otherwise stated, all references to “us,” “our,” “Arbe,” “we,” the “Company” and similar designations refer to Arbe Robotics Ltd. and its subsidiaries. Our logo, trademarks and service marks are the property of Arbe Robotics Ltd. and its subsidiaries. Other trademarks or service marks appearing in this prospectus supplement are the property of their respective holders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, including the accompanying prospectus and the documents incorporated by reference herein, contain forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements made or incorporated by reference in this prospectus supplement relate only to events or information as of the date on which the statements are made in or incorporated by reference in this prospectus supplement. The use of the words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus supplement and the documents incorporated by reference into this prospectus supplement, including the documents that we have filed as exhibits thereto, completely and with the understanding that our actual future results may be materially different from what we expect.

The statements contained or incorporated by reference in this prospectus supplement regarding the following matters are forward-looking by their nature:

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are based upon our current expectations about future events, and our expectations may later be found to be incorrect. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. Market, ranking and industry data used throughout this prospectus supplement, including statements regarding market size and technology adoption rates, is based on the good faith estimates of our management, which in turn are based upon our management’s review of internal surveys, independent industry surveys and publications regarding third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in (i) Item 3.D “Risk Factors” in our Annual Report on Form 20-F/A for the year ended December 31, 2023 (as amended, the “2023 Annual Report”); (ii) Item 5. “Operating and Financial Review and Prospects” in our 2023 Annual Report, and (iii) other sections included or incorporated by reference in this prospectus supplement. You should thoroughly read this prospectus supplement and the documents incorporated herein by reference with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus supplement, to conform these statements to actual results or to changes in our expectations.

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risk factors we describe in this prospectus supplement and in any related free writing prospectus that we may authorize to be provided to you or in any report incorporated by reference into this prospectus supplement, including our 2023 Annual Report, or any future Annual Report or other period report that is incorporated by reference into this prospectus supplement after the date of this prospectus supplement. Although we discuss key risks in those risk factor descriptions, additional risks not currently known to us or that we currently deem immaterial also may impair our business. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could harm our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above titled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to This Offering

We will have broad discretion in how we use the proceeds from this offering, and we may use the proceeds in ways with which you disagree.

We have not allocated specific amounts of the net proceeds from this offering for any specific purpose.  Accordingly, our management will have broad discretion in applying the net proceeds of this offering.  You will be relying on the judgment of our management with regard to the use of these net proceeds and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used effectively.  Our management might not apply the net proceeds in ways that ultimately increase or maintain the value of your investment. If we do not invest or apply the net proceeds from this offering in ways that enhance shareholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.  The failure of our management to use the net proceeds from this offering effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

If you purchase ordinary shares, Pre-Funded Warrants or Warrants in this offering, you will incur immediate and substantial dilution in the net tangible book value of your ordinary shares.

Since the price per ordinary share being offered is substantially higher than the net tangible book value per share of our ordinary shares, you will suffer immediate and substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering. Based on an offering price of $           per share, if you purchase ordinary shares or Pre-Funded Warrants in this offering, and the accompanying Tranche A Warrants and Tranche B Warrants in each case, you will suffer immediate and substantial dilution of $            per share with respect to the net tangible book value of the ordinary shares. The exercise of outstanding stock options and warrants may result in further dilution of your investment. See the section entitled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital in the future, we expect to offer additional ordinary shares or other securities convertible into or exchangeable for our ordinary shares. We cannot assure you that we will be able to sell ordinary shares or other securities in any other offering at a price per ordinary share that is equal to or greater than the price per ordinary share paid by investors in this offering, and investors purchasing ordinary shares or other securities in the future could have rights superior to existing shareholders. The price per ordinary share at which we sell additional ordinary shares or other securities convertible into or exchangeable for our ordinary shares in future transactions may be higher or lower than the price per ordinary share in this offering.

There is no public market for the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants being offered by us in this offering.

There is no established public trading market for the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants being sold in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants on any securities exchange or recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants will be limited.

The Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants are speculative in nature. You may not be able to recover your investment in the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants, and the Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants may expire worthless.

The Pre-Funded Warrants, the Tranche A Warrants or the Tranche B Warrants do not confer any rights of ordinary share ownership on their holders, such as voting rights, but rather merely represent the right to acquire ordinary shares at a fixed price for a limited period of time. The Tranche A Warrants will be exercisable immediately, in whole or in part, and will expire on [●], 2029. The Tranche B Warrants will be exercisable immediately, in whole or in part, and will expire on the earlier of (A) twenty (20) trading days after the occurrence of the Triggering Event and (B) [●], 2027. Accordingly, the period the Warrants will be outstanding and exercisable could be shorter than expected, after which any unexercised Warrants will have no further value.

Moreover, following this offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their offering price. In addition, there can be no assurance that the market price of our ordinary shares will equal or exceed the exercise price of the Warrants for a sustained period of time or at all, and, consequently, it may not ever be profitable for holders of the Warrants to exercise them.

We may not receive any additional funds upon the exercise of the Warrants.

The Warrants may be exercised by way of a cashless exercise, meaning that the holder may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of shares of our common stock determined according to the formula set forth in the applicable Warrants. Accordingly, we may not receive any additional funds upon the exercise of the Warrants.

Holders of the Warrants will have no rights as ordinary shareholders until they acquire our ordinary shares.

Until you acquire our ordinary shares upon exercise of the Warrants, you will have no rights with respect to our ordinary shares issuable upon exercise of the Warrants, including the right to vote. Upon exercise of your Warrants, you will be entitled to exercise the rights of an ordinary shareholder only as to matters for which the record date occurs after the exercise date.

We do not anticipate declaring any cash dividends on our ordinary shares which may adversely impact the market price of our shares.

We have never declared or paid cash dividends on our ordinary shares and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our share price appreciates.

Sales of a significant number of ordinary shares in the public markets, or the perception that such sales could occur, could depress the market price of our ordinary shares.

Sales of a significant number of ordinary shares or other equity-related securities in the public markets, or the perception that such sales could occur as a result of our utilization of a universal shelf registration statement, our at-the-market offering, sales by our affiliates, or otherwise could depress the market price of our ordinary shares and impair our ability to raise capital through the sale of additional equity securities. We may sell large quantities of our ordinary shares at any time pursuant to this prospectus supplement or in one or more separate offerings. We cannot predict the effect that future sales of our ordinary shares or other equity-related securities, or the market perception that we are permitted to make such sales, would have on the market price of our ordinary shares.

The market price of our securities may be volatile, subject to wide fluctuations, and you may not be able to resell our securities at or above the price you paid.

The market price of our ordinary shares is volatile and fluctuations in the price of our ordinary shares could contribute to the loss of all or part of your investment. The market price of our ordinary shares could continue to be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our ordinary shares and our ordinary shares may trade at prices significantly below the price you paid for them. Due to such factors, the trading price of our ordinary shares may not recover and may experience a further decline. Such factors include but are not limited to:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. Global stock markets in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, are not predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

The dual listing of our ordinary shares may adversely affect the liquidity and value of our ordinary shares.

Our ordinary shares trade on the Nasdaq Capital Market and the Tel Aviv Stock Exchange. We cannot predict the effect of this dual listing on the value of our ordinary shares, including the extent to which an active market for our ordinary shares in the United State or Israel will be sustained. However, the dual listing of our ordinary shares may dilute trading liquidity in one or both markets and may adversely affect the further development of an active trading market for our ordinary shares in the United States.

USE OF PROCEEDS

We estimate that our net proceeds from the offering will be approximately $             million, based upon the offering price of $             per ordinary share unit and $             per Pre-Funded Warrant unit (which equals the offering price of the ordinary share unit less the $0.001 per share exercise price of each such Pre-Funded Warrant) after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the Warrants are exercised in full for cash, the estimated net proceeds will increase to $             .

We currently intend to use the net proceeds from this offering for general corporate purposes and working capital. Pending use of the net proceeds, we intend to invest the net proceeds in short-term interest-bearing, investment-grade securities or in cash or money market funds. This expected use of proceeds from this offering represents our intentions based upon our current plans and prevailing business conditions, which could change in the future as our plans and prevailing business conditions evolve. The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated by our operations. As a result, we will retain broad discretion in the allocation of the net proceeds in this offering.

DIVIDEND POLICY

We have never declared or paid any cash dividend on our ordinary shares. We currently intend to retain any future earnings to fund the development and expansion of our business and do not expect to pay any dividends in the foreseeable future. As a result, investors in our ordinary shares will benefit in the foreseeable future only if our ordinary shares appreciate in value. Any future determination to pay dividends on our ordinary shares would be at the discretion of our board of directors, subject to applicable laws, and would depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

The distribution of dividends may also be limited by the Israeli Companies Law, 5759-1999, which, unless otherwise approved by a court under limited circumstances set forth under applicable law, permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, according to our then last reviewed or audited financial statements (less the amount of previously distributed dividends, if not reduced from the earnings) provided that the date of the financial statements is not more than six months prior to the date of distribution, whichever is higher. We are also only permitted to distribute a dividend if our board of directors or the court, as applicable, determines that there is no reasonable concern that payment of a dividend will prevent a company from satisfying its existing and foreseeable obligations as they become due.

TAXATION

Reference is made to the captions “Certain Material U.S. Federal Income Tax Considerations” and “Material Israeli Income Tax Considerations” in our 2023 Annual Report, which is incorporated herein by reference.

CAPITALIZATION

The following table sets for our capitalization as of June 30, 2024:

The following information should be read in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus supplement. For more details on how you can obtain the documents incorporated by reference in this prospectus supplement, see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

Selected Balance Sheet Information (dollars in thousands). 

The above table is based on 80,773,225 ordinary shares issued and outstanding as of June 30, 2024. The number of shares issued and outstanding as of June 30, 2024, as used throughout this prospectus supplement, unless otherwise indicated, excludes:

Unless otherwise indicated, all information contained in this prospectus supplement assumes no exercise or conversion of the options or warrants or vesting of RSUs.

To the extent that outstanding options and warrants are exercised, RSUs vest, or new options or RSUs are issued under our share-based compensation plans, investors purchasing our ordinary shares in this offering will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

DILUTION

If you invest in our securities in this offering, your interest will be diluted immediately to the extent of the difference between the price per ordinary share that you pay in this offering and the adjusted net tangible book value per ordinary share of our ordinary shares immediately after this offering.

Our net tangible book value on June 30, 2024, was approximately $25.5 million, or $0.32 per ordinary share. “Net tangible book value” represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. “Net tangible book value per ordinary share” is net tangible book value divided by the total number of shares outstanding as of June 30, 2024.

After giving effect to the sale of             ordinary shares in this offering at an offering price of $             per share, assuming no Pre-Funded Warrants are sold in the offering and no exercise of the Warrants, and after deducting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2024, would have been approximately $             million, or $             per ordinary share. This represents an immediate increase in net tangible book value of $             per share to our existing stockholders and an immediate dilution in net tangible book value of $             per share to new investors participating in this offering. The following table illustrates this dilution per share to investors participating in this offering:

The above table is based on 80,773,225 ordinary shares issued and outstanding as of June 30, 2024. The number of shares issued and outstanding as of June 30, 2024, as used throughout this prospectus supplement, unless otherwise indicated, excludes:

Unless otherwise indicated, all information contained in this prospectus supplement assumes no exercise or conversion of the options or warrants or vesting of RSUs.

To the extent that outstanding options and warrants are exercised, RSUs vest, or new options or RSUs are issued under our share-based compensation plans, investors purchasing our ordinary shares in this offering will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

DESCRIPTION OF THE SECURITIES WE ARE OFFERING

In this offering, we are offering our ordinary shares, Pre-Funded Warrants to purchase our ordinary shares, Warrants to purchase our ordinary shares, and the ordinary shares issuable from time to time upon exercise of the Warrants or Pre-Funded Warrants. No fractional warrants will be issued.

Ordinary Shares

Our authorized share capital consists of 165,000,000 ordinary shares, par value NIS 0.000216. As of June 30, 2024, we had 80,773,225 ordinary shares outstanding.

The material terms of our ordinary shares are described under the heading “Description of Equity Securities” in the accompanying base prospectus and in our Description of Securities filed as Exhibit 2.1 to our 2023 Annual Report on Form 20-F and incorporated herein by reference.

Continental Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our ordinary shares. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “ARBE.”

Pre-Funded Warrants

The following is a summary of the material terms and provisions of the Pre-Funded Warrants that are being offered hereby. This summary is subject to and qualified in its entirety by the form of Pre-Funded Warrant, which will be filed with the SEC as an exhibit to a Current Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of the Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrant.

Duration and Exercise Price

Each Pre-Funded Warrant offered hereby will have an initial exercise price per ordinary share equal to $0.0001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full. The exercise price and number of ordinary shares issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our ordinary shares and the exercise price. Subject to the rules and regulations of the applicable trading market, we may at any time during the term of the Pre-Funded Warrant, subject to the prior written consent of the holders, reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors.

Exercisability

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding ordinary shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. Purchasers of Pre-Funded Warrants in this offering may also elect prior to issuance of the Pre-Funded Warrants to have the initial exercise limitation set at 9.99% of our outstanding ordinary shares.

Cashless Exercise

In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ordinary shares determined according to a formula set forth in the Pre-Funded Warrants.

Fractional Shares

No fractional ordinary shares will be issued upon the exercise of the Pre-Funded Warrants. Rather, at the Company’s election, the number of ordinary shares to be issued will be rounded up to the next whole share or the Company will pay a cash adjustment in an amount equal to such fraction multiplied by the exercise price.

Transferability

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants to us together with the appropriate instruments of transfer.

Trading Market

There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the Pre-Funded Warrants on any securities exchange or national recognized trading market. Without a trading market, the liquidity of the Pre-Funded Warrants will be extremely limited. The ordinary shares issuable upon exercise of the Pre-Funded Warrants are currently traded on the Nasdaq Capital Market and the Tel Aviv Stock Exchange.

Right as a Shareholder

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of ordinary shares, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that the holders of the Pre-Funded Warrants have the right to participate in distributions or dividends paid on our ordinary shares.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our ordinary shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding ordinary shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding ordinary shares, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction on a net exercise basis.

Waivers and Amendments

The Pre-Funded Warrant may be modified or amended, or the provisions of the Pre-Funded Warrant waived with our and the holder’s written consent.

Tranche A Warrants

The following is a summary of the material terms and provisions of the Tranche A Warrants that are being offered hereby. This summary is subject to and qualified in its entirety by the form of Tranche A Warrant, which will be filed with the SEC as an exhibit to a Current Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of the Tranche A Warrant for a complete description of the terms and conditions of the Tranche A Warrant.

Duration and Exercise Price

Each Tranche A Warrant offered hereby will have an initial exercise price per ordinary share equal to $2.35. The Tranche A Warrants will be immediately exercisable and will expire on [●], 2029. The exercise price and number of ordinary shares issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our ordinary shares and the exercise price. Subject to the rules and regulations of the applicable trading market, we may at any time during the term of the Tranche A Warrant, subject to the prior written consent of the holders, reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors.

Exercisability

The Tranche A Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Tranche A Warrant to the extent that the holder would own more than 4.99% of the outstanding ordinary shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Tranche A Warrants up to 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Tranche A Warrants. Purchasers of Tranche A Warrants in this offering may also elect prior to issuance of the Tranche A Warrants to have the initial exercise limitation set at 9.99% of our outstanding ordinary shares.

Cashless Exercise

If, at the time a holder exercises its Tranche A Warrants, a registration statement registering the issuance of the ordinary shares underlying the Tranche A Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ordinary shares determined according to a formula set forth in the Tranche A warrant.

Fractional Shares

No fractional ordinary shares will be issued upon the exercise of the Tranche A Warrants. Rather, at the Company’s election, the number of ordinary shares to be issued will be rounded up to the next whole share or the Company will pay a cash adjustment in an amount equal to such fraction multiplied by the exercise price.

Transferability

Subject to applicable laws, a Tranche A Warrant may be transferred at the option of the holder upon surrender of the Tranche A Warrants to us together with the appropriate instruments of transfer.

Trading Market

There is no trading market available for the Tranche A Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the Tranche A Warrants on any securities exchange or national recognized trading market. Without a trading market, the liquidity of the Tranche A Warrants will be extremely limited. The ordinary shares issuable upon exercise of the Tranche A Warrants are currently traded on the Nasdaq Capital Market and the Tel Aviv Stock Exchange.

Right as a Shareholder

Except as otherwise provided in the Tranche A Warrants or by virtue of such holder’s ownership of ordinary shares, the holders of the Tranche A Warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their Tranche A Warrants. The Tranche A Warrants will provide that the holders of the Tranche A Warrants have the right to participate in distributions or dividends paid on our ordinary shares.

Fundamental Transaction

In the event of any fundamental transaction, as described in the Tranche A Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our ordinary shares, then upon any subsequent exercise of a Tranche A Warrant, the holder will have the right to receive as alternative consideration, for each ordinary share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of ordinary shares of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which the Tranche A Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Tranche A Warrants have the right to require us or a successor entity to redeem the Tranche A Warrants for cash in the amount of the Black-Scholes Value (as defined in each Tranche A Warrant) of the unexercised portion of the Tranche A Warrants concurrently with or within 30 days following the consummation of a fundamental transaction; provided, that if we, directly or indirectly, in one or more related transactions consummate a transaction (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 100% of our outstanding ordinary shares or 100% of the voting power of our common equity (a “Going Private Transaction”) then, we may, but are not required to, purchase the Tranche A Warrant from the holder by paying to the holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the Tranche A Warrant on the date of the consummation of such Going Private Transaction.

However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the Tranche A Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Tranche A Warrant that is being offered and paid to the holders of our ordinary shares in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our ordinary shares are given the choice to receive alternative forms of consideration in connection with the fundamental transaction. If the holders of our ordinary shares are not offered or paid any consideration in such fundamental transaction, then such holders will be deemed to have received ordinary shares.

Waivers and Amendments

The Tranche A Warrants may be modified or amended, or the provisions of the Tranche A Warrants waived with our and the holder’s written consent.

Tranche B Warrants

The following is a summary of the material terms and provisions of the Tranche B Warrants that are being offered hereby. This summary is subject to and qualified in its entirety by the form of Tranche B Warrant, which will be filed with the SEC as an exhibit to a Current Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus supplement forms a part. Prospective investors should carefully review the terms and provisions of the form of the Tranche B Warrant for a complete description of the terms and conditions of the Tranche B Warrant.

Duration and Exercise Price

Each Tranche B Warrant offered hereby will have an initial exercise price per ordinary share equal to $           . At the election of the holder, in lieu of receiving ordinary shares upon the exercise of a Tranche B Warrant, can choose to receive pre-funded warrants having the same terms as the Pre-Funded Warrants, in which event the exercise price of the Tranche B Warrant will be reduced by the per-share exercise price of the pre-funded warrant.

The Tranche B Warrants will be immediately exercisable and will expire on the earlier to occur of (A) twenty (20) trading days after (i) we shall have publicly announced that we have entered into a definitive supply agreement with a named European automotive original equipment manufacturer pursuant to which such manufacturer has agreed to purchase products (and not services) from the Company having an aggregate sales price of at least $[●] million over the term of such agreement (the “Definitive Agreement Announcement”), (ii) the VWAP (as defined in the Tranche B Warrant) for each trading day in any period of ten (10) consecutive trading days within one calendar year of the date of the Definitive Agreement Announcement (such ten-day period, the “Measurement Period,” and such one-year period, the “Definitive Agreement Announcement Period”) is equal to or exceeds $2.25 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after [●], 2024), (iii) the trading volume of the ordinary shares (as reported by Bloomberg L.P.) on each trading day of the Measurement Period is at least 250,000 ordinary shares (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after [●], 2024), and (iv) the ordinary shares underlying ordinary shares and any ordinary shares issuable upon the exercise of any pre-funded warrants issued upon the exercise of a Tranche B Warrant (collectively, the “Saleable Shares”) are then covered by an effective registration statement and a current prospectus which can be used for the sale or other disposition of the Saleable Shares and we have no reason to believe that such registration statement and prospectus will not continue to be available for the Saleable Shares for the next thirty (30) trading days ((i) – (iv) collectively, the “Triggering Event,” and such twenty trading day period, the “Triggering Event Period”), and (B) [●], 2027.

The exercise price and number of ordinary shares issuable upon exercise is subject to appropriate adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our ordinary shares and the exercise price. Subject to the rules and regulations of the applicable trading market, we may at any time during the term of the Tranche B Warrant, subject to the prior written consent of the holders, reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors.

Exercisability

The Tranche B Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ordinary shares purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Tranche B Warrant to the extent that the holder would own more than 4.99% of the outstanding ordinary shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Tranche B Warrants up to 9.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Tranche B Warrants. Purchasers of Tranche B Warrants in this offering may also elect prior to issuance of the Tranche B Warrants to have the initial exercise limitation set at 9.99% of our outstanding ordinary shares.

Cashless Exercise

If, at the time a holder exercises its Tranche B Warrants, a registration statement registering the issuance of the ordinary shares underlying the Tranche B Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ordinary shares determined according to a formula set forth in the Tranche B Warrant.

Fractional Shares

No fractional ordinary shares will be issued upon the exercise of the Tranche B Warrants. Rather, at the Company’s election, the number of ordinary shares to be issued will be rounded up to the next whole share or the Company will pay a cash adjustment in an amount equal to such fraction multiplied by the exercise price.

Transferability

Subject to applicable laws, a Tranche B Warrant may be transferred at the option of the holder upon surrender of the Tranche B Warrants to us together with the appropriate instruments of transfer.

No Shorting

During the Triggering Event Period and the Definitive Agreement Announcement Period, a holder of a Tranche B Warrant, to the extent the Tranche B Warrant remains unexercised in whole or in part, will not be permitted to, directly or indirectly or through an affiliate, enter into or effect any “short sale” of our ordinary shares or other hedging transaction which establishes a net short position with respect to our ordinary shares.

Trading Market

There is no trading market available for the Tranche B Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the Tranche B Warrants on any securities exchange or national recognized trading market. Without a trading market, the liquidity of the Tranche B Warrants will be extremely limited. The ordinary shares issuable upon exercise of the Tranche B Warrants are currently traded on the Nasdaq Capital Market and the Tel Aviv Stock Exchange.

Right as a Shareholder

Except as otherwise provided in the Tranche B Warrants or by virtue of such holder’s ownership of ordinary shares, the holders of the Tranche B Warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their Tranche B Warrants. The Tranche B Warrants will provide that the holders of the Tranche B Warrants have the right to participate in distributions or dividends paid on our ordinary shares.

Fundamental Transaction

In the event of any fundamental transaction, as described in the Tranche B Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our ordinary shares, then upon any subsequent exercise of a Tranche B Warrant, the holder will have the right to receive as alternative consideration, for each ordinary share that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of ordinary shares of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which the Tranche B Warrant is exercisable immediately prior to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the Tranche B Warrants have the right to require us or a successor entity to redeem the Tranche B Warrants for cash in the amount of the Black-Scholes Value (as defined in each Tranche B Warrant) of the unexercised portion of the Tranche B Warrants concurrently with or within 30 days following the consummation of a fundamental transaction; provided, that if we, directly or indirectly, in one or more related transactions consummate a transaction (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 100% of our outstanding ordinary shares or 100% of the voting power of our common equity (a “Going Private Transaction”) then, we may, but are not required to, purchase the Tranche B Warrant from the holder by paying to the holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of the Tranche B Warrant on the date of the consummation of such Going Private Transaction.

However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the Tranche B Warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of the Tranche B Warrant that is being offered and paid to the holders of our ordinary shares in connection with the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our ordinary shares are given the choice to receive alternative forms of consideration in connection with the fundamental transaction. If the holders of our ordinary shares are not offered or paid any consideration in such fundamental transaction, then such holders will be deemed to have received ordinary shares.

Waivers and Amendments

The Tranche B Warrants may be modified or amended, or the provisions of the Tranche B Warrants waived with our and the holder’s written consent.

UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus supplement, the underwriter named below has agreed to purchase, and we have agreed to sell to the underwriter ordinary shares, Pre-Funded Warrants and accompanying Tranche A Warrants and Tranche B Warrants.

The underwriter is obligated to take and pay for all of the ordinary shares, Pre-Funded Warrants and accompanying Tranche A Warrants and Tranche B Warrants offered by this prospectus supplement if any such securities are taken.

The underwriter initially proposes to offer the ordinary shares, Pre-Funded Warrants and accompanying Tranche A Warrants and Tranche B Warrants directly to the public at the combined offering price listed on the cover page of this prospectus supplement and part to certain dealers at a price that represents a concession not in excess of $     per ordinary share and related warrants under the public offering price. After the initial offering, the combined offering price and other selling terms may from time to time be varied by the underwriter.

The following table shows the combined offering price, underwriting discounts and commissions, and proceeds before expenses to us.

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            . We have agreed to reimburse the underwriter for certain expenses, including any relating to Financial Industry Regulatory Authority, Inc. matters, the qualification of the shares issued in this offering under state securities laws, and fees and expenses of counsel for the underwriter, in an amount up to $125,000 in the aggregate.

Upon any exercise of the Tranche A Warrants and the Tranche B Warrants issued in this offering, we have agreed to pay the representative a cash fee equal to 6.0% of the aggregate gross proceeds received upon the exercise of the Tranche A Warrants and the Tranche B Warrants in accordance with the Financial Industry Regulatory Authority Rule 5110(g)(10).

Our ordinary shares and warrants are listed on the NASDAQ Capital Market under the trading symbols “ARBE” and “ARBEW”, respectively. Our ordinary shares are also listed on the TASE under the symbol “ARBE.” The Pre-Funded Warrants, the Tranche A Warrants and the Tranche B Warrants will not be listed on any national securities exchange. There is no public trading market for the Pre-Funded Warrants, the Tranche A Warrants and the Tranche B Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-Funded Warrants, the Tranche A Warrants and the Tranche B Warrants on any securities exchange or other trading system. Without a trading market, the liquidity of the Pre-Funded Warrants, the Tranche A Warrants and the Tranche B Warrants will be extremely limited.

We and all of our directors and executive officers (the “lock-up parties”) have agreed that, subject to certain exceptions, without the prior written consent of Canaccord Genuity LLC, we and they will not, and will not publicly disclose an intention to, as applicable, during the period ending 90 days after the date of this prospectus supplement (the “restricted period”):

The restrictions described in the immediately preceding paragraph do not apply with respect to:

In addition, the restrictions set forth above do not apply in certain circumstances, including:

Canaccord Genuity LLC in its sole discretion, may release the ordinary shares and other securities subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of the ordinary shares, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the ordinary shares. Specifically, the underwriter may sell more shares than it is obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriter under the option. The underwriter can close out a covered short sale by exercising the option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriter will consider, among other things, the open market price of shares compared to the price available under the option. The underwriter may also sell shares in excess of the option, creating a naked short position. The underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the ordinary shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriter may bid for, and purchase, ordinary shares in the open market to stabilize the price of the ordinary shares. These activities may raise or maintain the market price of the ordinary shares above independent market levels or prevent or retard a decline in the market price of the ordinary shares. The underwriter is not required to engage in these activities and may end any of these activities at any time.

We and the underwriter have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus supplement in electronic format may be made available on websites maintained by one or more underwriter, or selling group members, if any, participating in this offering.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area and the United Kingdom (each, a “Relevant State”), no securities have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of securities may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

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THE COMPANY

We are leading a radar revolution with our proprietary 4D Imaging Radar solutions. Using cutting-edge technology, we offer what we believe is the highest quality radar image on the market allowing safe driver-assist systems today while paving the way for fully autonomous driving.

We empower automakers (OEM’s), tier-1 automotive suppliers (automotive module manufacturers), delivery robots, and commercial and industrial vehicles, with next-generation sensing and paradigm-changing perception. Our imaging radar offers higher resolution than any other radar solution in the market and is an essential sensor for Level 2+ and above.

Our proprietary technology offers 4D Imaging Radar solutions that include a radio frequency chipset with the highest channel count in the industry — 2.304, and a ground-breaking radar processor chip, the first processor designed specifically for the performance and power saving requirements of the automotive industry. All coupled with AI-based post-processing capabilities.

Our 4D imaging radar can detect distance, relative speed, angular measurement of objects and their height above the road in any weather or lighting condition in 2K ultra-high resolution in both azimuth and elevation, delivering an image that we believe is X100 more detailed than any other radar on the market. It is also the first radar to empower perception algorithms, a paradigm-changing achievement of free spacing mapping, object tracking and identification and SLAM (Simultaneous Localization and Mapping). Our latest offering, a 360° Radar-Based Perception Solution that provides an integrated analysis of the complete vehicle surroundings in long range. The surround data, captured by a suite of Arbe’s perception radars, which leverage artificial intelligence to identify, classify, and track objects in 360°, is processed in real-time to create a full free space map around the vehicle, as well as an analysis of the evolving hazards sensed by the radars.

Our unique solution addresses the core challenges of autonomous vehicle and autopilot driving detect stationary objects — a manhole cover it can drive over or a guardrail it needs to avoid — identify vulnerable road users and eliminate false alarms without radar ambiguities. By complementing camera capabilities to achieve a full sensing environment and redundancy, it addresses all driving scenarios and environment use cases, making its solution a mandatory sensor for vehicles which operate at a Level 2+ autonomy and above. The former relates to a condition where automation systems are integrated though the driver is still required, whereas in the levels above, the higher you go, the more autonomous the vehicle will be, with a Level 5 vehicle being fully autonomous with no driver input.

For more information on our business, see Item 4 of our 2021 Annual Report and the caption “Business” in our July 11, 2022 prospectus.

COVID-19 Impact

During 2020 and 2021, the spread of COVID-19 and the actions taken by governments have had an impact on the automotive industry, which at first estimated a reduced demand but then experienced a significant increase in demand for vehicle production and sales, which caused a chip shortage reality. As a result, some automotive factories were shut down at the beginning of this period, and some projects were placed on hold or cancelled. In addition, travel restrictions, remote work guidelines, limitations on face-to-face meetings, COVID-19 isolations and sick days, required us to change our work methods and adjust. We believe we managed to maintain our progress, relying on new work methods and on our relationships such as our supply relationship with GlobalFoundries to stay on track. We considered the impact of COVID-19 on our estimates and assumptions and determined that there were no material adverse impacts on us for the nine months ended September 30, 2022.

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Tier 1 automotive suppliers and OEMs have generally resumed operations. The automotive factories in the People’s Republic of China (the “PRC” or “China”) were early to return to normal and are currently operating at an accelerated rate. However, as a result of the PRC’s zero-COVID policy, several provinces and municipalities in China experienced lockdown as a result of potential spread of increased COVID 19 infections. Although the restrictions that had been imposed by governments have largely been reduced, if not eliminated, the PRC had maintained its zero-COVID policy, with resulting lockdowns and closures, which affected our business with PRC-based tier-1 suppliers and automakers. The PRC has recently changed from its zero-COVID policy, and we cannot predict what effect, if any, a significant increase in hospitalizations and deaths will have on the business of China-based Tier-1 automotive suppliers and automobile factories. Further, we cannot assure you that China will not experience further lockdowns and that such lockdowns will not affect us.

Our Organization

We are an Israeli corporation founded on November 4, 2015. The mailing address for our principal executive office is 10 HaHashmonaim St 107, Tel Aviv-Yafo, Israel. Our telephone number is +972-73-7969804, ext. 200. Our website is https://arberobotics.com/. Information contained on, or that can be accessed through, our website or any other website is expressly not incorporated by reference into and is not a part of this prospectus.

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. In addition, the Nasdaq listing rules provide that a foreign private issuer may follow the practices of its home country, which for us is Israel, rather than the Nasdaq rules as to certain corporate governance requirements

As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.

For information relating to our status as a foreign private issuer and an emerging growth company see the captions “Foreign Private Issuer Status” and “Implications of Being an Emerging Growth Company” in the Prospectus Summary of our July 11, 2022 Prospectus.

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