United States securities and exchange commission logo
February 25, 2021
Omer David Keilaf
Chief Executive Officer
Innoviz Technologies Ltd.
2 Amal Street
Afek Industrial Park
Rosh HaAin, Israel 4809202
Re: Innoviz
Technologies Ltd.
Amendment No. 1 to
Registration Statement on Form F-4
Filed February 12,
2021
File No. 333-252023
Dear Mr. Keilaf:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 5, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed February 12,
2021
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of Collective
Growth and Innoviz, page 13
1. We note your response
to prior comment eight. Please revise your disclosure to provide
pro forma equivalent
per share disclosures as required by Part I.A, Item 3(f) of Form F-
4. Equivalent pro forma
per share amounts shall be calculated by multiplying the pro
forma book value per
share and pro forma income (loss) per share of the registrant by the
exchange ratio per the
merger agreement.
Omer David Keilaf
FirstName LastNameOmer
Innoviz Technologies Ltd. David Keilaf
Comapany25,
February NameInnoviz
2021 Technologies Ltd.
February
Page 2 25, 2021 Page 2
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 219
2. Please revise the tables in this section to identify the natural
person or persons who have
sole or shared voting power or investment power for the securities
beneficially owned by
The Phoenix Holdings Ltd., Magna International Inc., SIO-BLR
Industrial Investment
Fund, L.P., and Vertex IV (C.I.) Fund, L.P.
Note 1. Description of Business and Summary of Significant Accounting Policies
Revenue Recognition
Nature of Products and Services, page F-13
3. We note your response to prior comment 16. You indicated that in 2018
you signed an
agreement to provide application engineering services for total
consideration
of 11.56 million. You also decided to not recognize revenue prior
to obtaining evidence
of customer acceptance. In addition, payment terms were set in a
manner that the
remaining consideration in the amount of 8.56 million will be paid
only upon customer
acceptance, with the exception of 3 million, which represents a
down payment for the
project. Please tell us how you accounted for the down payment of 3
million related to
this agreement.
You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or
Kevin Stertzel,
Staff Accountant, at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Ryan J. Maierson