| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Arbe Robotics Ltd. (Name of Issuer) |
Ordinary Shares, Par Value NIS 0.000216 per Share (Title of Class of Securities) |
M1R95N100 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons IANGELS CROWD LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,628,232.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Based on 85,067,182 Ordinary Shares outstanding as of November 4, 2024, as reported by the Issuer in its Rule 424(b)(5) prospectus filing filed with the Securities and Exchange Commission on November 4, 2024.
SCHEDULE 13G |
| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,628,232.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Based on 85,067,182 Ordinary Shares outstanding as of November 4, 2024, as reported by the Issuer in its Rule 424(b)(5) prospectus filing filed with the Securities and Exchange Commission on November 4, 2024.
SCHEDULE 13G |
| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons Mor Assia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,628,232.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Based on 85,067,182 Ordinary Shares outstanding as of November 4, 2024, as reported by the Issuer in its Rule 424(b)(5) prospectus filing filed with the Securities and Exchange Commission on November 4, 2024.
SCHEDULE 13G |
| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons Shelly Hod Moyal | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,628,232.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Based on 85,067,182 Ordinary Shares outstanding as of November 4, 2024, as reported by the Issuer in its Rule 424(b)(5) prospectus filing filed with the Securities and Exchange Commission on November 4, 2024.
SCHEDULE 13G |
| CUSIP No. | M1R95N100 |
| 1 | Names of Reporting Persons David Assia | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,628,232.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Based on 85,067,182 Ordinary Shares outstanding as of November 4, 2024, as reported by the Issuer in its Rule 424(b)(5) prospectus filing filed with the Securities and Exchange Commission on November 4, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Arbe Robotics Ltd. | |
| (b) | Address of issuer's principal executive
offices: 107 HaHashmonaim St., Tel Aviv, Israel, 6713321 | |
| Item 2. | ||
| (a) | Name of person filing: 1. iAngels Crowd Ltd. ("iAngels Crowd"), c/o iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment
2. iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment ("iAngels Technologies")
3. Mor Assia, c/o iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment
4. Shelly Hod Moyal, c/o iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment
5. David Assia, c/o iAngels Technologies LP - Series Arbe Robotics Ltd. Advanced Investment (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each of the Reporting Persons is Rothschild Blvd 18, Tel Aviv-Yafo, 6688121, Israel. | |
| (c) | Citizenship: iAngels Crowd - Israel
iAngels Technologies - Delaware, USA
Mor Assia - Israel
Shelly Hod Moyal - USA and Israel
David Assia - Israel | |
| (d) | Title of class of securities: Ordinary Shares, Par Value NIS 0.000216 per Share | |
| (e) | CUSIP No.: M1R95N100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (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 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: iAngels Crowd - 4,628,232
iAngels Technologies - 4,628,232
Mor Assia - 4,628,232
Shelly Hod Moyal - 4,628,232
David Assia - 4,628,232 | |
| (b) | Percent of class: iAngels Crowd -5.44%
iAngels Technologies - 5.44%
Mor Assia - 5.44%
Shelly Hod Moyal - 5.44%
David Assia - 5.44% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 4,628,232 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 4,628,232 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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