UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No.  1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Innoviz Technologies Ltd.

(Name of Issuer)

Ordinary Shares, no par value per share

(Title of Class of Securities)

M5R635108

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT
**	SEE ITEM 4.

 

 

(1)   Includes (i) 6,770,008 Ordinary Shares of the Issuer beneficially owned by the reporting person, (ii) 4,351,958 Ordinary Shares of the Issuer issuable upon the exercise of warrants that are beneficially owned by the reporting person and (iii) 3,602,700 Ordinary Shares of the Issuer issuable upon the exercise of listed options that are beneficially owned by the reporting person.  The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2021.

 

(1)   Includes (i) 6,770,008 Ordinary Shares of the Issuer beneficially owned by the reporting person, (ii) 4,351,958 Ordinary Shares of the Issuer issuable upon the exercise of warrants that are beneficially owned by the reporting person and (iii) 3,602,700 Ordinary Shares of the Issuer issuable upon the exercise of listed options that are beneficially owned by the reporting person.  The numbers and percentage above reflect the beneficial ownership of the reporting person as of December 31, 2021.

Innoviz Technologies Ltd. (the “Issuer”)

 

2 Amal Street

Afek Industrial Park

Rosh HaAin, Israel

4809202

This Schedule 13G is being filed by

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

55 Hudson Yards, 47^th Floor, Suite C

New York, NY 10001

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

M5R635108

 

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a) [  ] Broker or dealer registered under Section 15 of the Exchange Act.

(b) [  ] Bank as defined in section 3(a)(6) of the Exchange Act.

(c) [  ] Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d) [  ] Investment company registered under section 8 of the Investment Company Act of 1940.

(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g) [X] A parent holding company or control person in accordance with Rule 13d 1(b)(1)(ii)(G).

(h) [  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i) [  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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

Antara Capital Master Fund LP (“Antara Master Fund”) directly holds 3,770,008 Ordinary Shares.  Certain managed accounts for which Antara Capital serves as investment manager (the “Managed Accounts”) directly hold 3,000,000 Ordinary Shares.  In addition, Antara Master Fund directly holds warrants to purchase 4,351,958 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 April 5, 2021 or earlier upon redemption or liquidation.  In addition, Antara Master Fund directly holds listed options to purchase 3,602,700 Ordinary Shares (“Listed Options”).  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 10.67% of the Ordinary Shares, based on 133,694,399 Ordinary Shares of the Issuer outstanding as of November 2, 2021, based on the Proxy Statement filed as an exhibit to the Issuer’s 6-K filed with the Securities and Exchange Commission on November 3, 2021, plus warrants to purchase 4,351,958 Ordinary Shares of the Issuer directly held by Antara Master Fund outstanding as of December 31, 2021.

Antara Capital is the investment manager of the Antara Master Fund and the Managed Accounts. Antara GP is the general partner of Antara Capital. Mr. Gulati is the sole member of 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.

Item 5

Ownership of Five Percent or Less of a Class.

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 acquired and are held in the ordinary course of business and 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.

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.