Innoviz Technologies Ltd美股招股说明书(2026-07-28版)

Innoviz Technologies Ltd. Innoviz Technologies Ltd. (“Innoviz”) is offering 66,666,667 ordinary shares, no par value per each share (“ordinary shares”),in an offering to a limited number of purchasers pursuant to this prospectus supplement and the accompanying prospectus. The ordinary shares are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “INVZ”. The last reportedsale price of the ordinary shares on Nasdaq on July 27, 2026 was $0.63 per share. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and ExchangeCommission rules and are eligible for reduced public company disclosure requirements. See “Risk Factors” beginning on page S-9 of this prospectus supplement, in the accompanying prospectus and under similarheadings in the documents incorporated by reference into this prospectus supplement, to read about factors you should consider beforebuying our ordinary shares. None of the Securities and Exchange Commission, the Israel Securities Authority or any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Offering price Placement agent fees(1) Proceeds, before expenses, to Innoviz (1)See “Plan of Distribution” beginning on page S-33 of this prospectus supplement for more information concerning placementagent compensation. We have engaged Titan Partners Securities LLC (the “placement agent”) as our placement agent to use its“best efforts” to solicit offers to purchase our ordinary shares in this offering. The placement agent has no obligation to buy anysecurities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. We expect to deliver the securities to purchasers on or about July 29, 2026, subject to the satisfaction of customary closingconditions. Sole Placement AgentTitan Partners Prospectus supplement dated July 28, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSCAPITALIZATIONDILUTIONDESCRIPTION OF THE ORDINARY SHARES WE ARE OFFERINGTAXATIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSENFORCEABILITY OF CIVIL LIABILITIESWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE PRELIMINARY PROSPECTUS ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE2CAUTIONARY STATEMENT REGARDING FORWARD‑LOOKING STATEMENTS3THE COMPANY5RISK FACTORS7USE OF PROCEEDS8DIVIDEND POLICY9DESCRIPTION OF ORDINARY SHARES AND EXISTING WARRANTS10DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF WARRANTS19DESCRIPTION OF UNITS20GLOBAL SECURITIES21PLAN OF DISTRIBUTION24TAXATION26EXPENSES27FOREIGN EXCHANGE CONTROLS AND OTHER LIMITATIONS28EXPERTS28ENFORCEABILITY OF CIVIL LIABILITIES AND AGENT FORSERVICE OF PROCESS IN THE UNITED STATES28AUTHORIZED REPRESENTATIVE29 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringof securities and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedAugust 21, 2025, included in our registration statement on Form F-3 (File No. 333-289554), along with the documents incorporated byreference therein, which provides more general information, some of which may not apply to this offering. Generally, when we refer tothis prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the informationcontained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in anydocument incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”), before the date of thisprospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date - for example, adocument incorporated by reference in the accompanying prospectus - the statement in the document having the later date modifies orsupersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed withthe SEC. Under this shelf registration process, we may offer from time to time various securities, of which this offering of securities isa part. Such registration statement also includes exhibits that provide more detail on the matters discussed in this prospectussupplement and the accompan