SecProbe.io

CORRESP
 1
 filename1.htm

 August 19, 2025

 Via EDGAR Transmission

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:  Jenny O’Shanick

 Re:

 Innoviz Technologies Ltd.
 Registration Statement on Form F-3
 Filed August 13, 2025
 Registration No. 333-289554

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective
 date of the above-referenced Registration Statement so that it will become effective on August 21, 2025 at 8:30 a.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Innoviz Technologies Ltd. (the “ Company ”) or its counsel may request via telephone call to the staff.  Please contact Ryan J. Lynch of Latham & Watkins LLP, counsel to the Company, at (713) 546-7404, or in his absence,
 Ryan J. Maierson at (713) 546-7420, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 [ Signature Page Follows ]

 Sincerely yours,

 Innoviz Technologies Ltd.

 By:

 /s/ Eldar Cegla

 Eldar Cegla

 Chief Financial Officer

 cc:

 Ryan J. Lynch

 Ryan J. Maierson

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Eldar Cegla
Chief Financial Officer
Innoviz Technologies Ltd.
Innoviz Technologies Campus,
5 Uri Ariav St., Bldg. C, Nitzba 300
Rosh HaAin, Israel

 Re: Innoviz Technologies Ltd.
 Registration Statement on Form F-3
 Filed August 13, 2025
 File No. 333-289554
Dear Eldar Cegla:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ryan J. Lynch
</TEXT>
</DOCUMENT>

CORRESP
1
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      October 6, 2022

      Via EDGAR Transmission

      United States Securities and Exchange Commission

      Division of Corporation Finance

      Office of Manufacturing

      100 F Street, N.E.

      Washington, D.C. 20549

      Attention:  Gregory Herbers

                Re:

                Innoviz Technologies Ltd.

                Registration Statement on Form F-3

                Filed September 29, 2022

                Registration No. 333-267646

      Ladies and Gentlemen:

      In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective
        date of the above-referenced Registration Statement so that it will become effective on October 11, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Innoviz Technologies Ltd. (the “Company”) or its counsel may request via telephone call to the staff.  Please contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420, or in his
        absence, Ryan J. Lynch at (713) 546-7404, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

      [Signature Page Follows]

              Sincerely yours,

              Innoviz Technologies Ltd.

              By:

               /s/ Eldar Cegla

              Eldar Cegla

              Chief Financial Officer

              cc:

              Ryan J. Maierson

              Ryan J. Lynch

United States securities and exchange commission logo
October 5, 2022
Eldar Cegla
Chief Financial Officer
Innoviz Technologies Ltd.
Innoviz Technologies Campus, 5 Uri Ariav St., Bldg. C
Nitzba 300
Rosh HaAin, Israel
4809202
Re:Innoviz Technologies Ltd.
Registration Statement on Form F-3
Filed September 29, 2022
File No. 333-267646
Dear Eldar Cegla:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ryan J. Maierson

CORRESP
1
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    June 2, 2022

    Via EDGAR Transmission

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Real Estate & Construction

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:  Gregory Herbers

          Re:

            Innoviz Technologies Ltd.

              Registration Statement on Form F-3

              Filed May 24, 2022

              Registration No. 333-265170

    Ladies and Gentlemen:

    In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as
      amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on June 6, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time
      as Innoviz Technologies Ltd. (the “Company”) or its counsel may request via telephone call to the staff.  Please contact Ryan
      J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420, or in his absence, Ryan J. Lynch at (713) 546-7404, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

    [Signature Page Follows]

                Sincerely yours,

                Innoviz Technologies Ltd.

                By:  /s/
                      Eldar Cegla

                        Eldar Cegla

                        Chief Financial Officer

    cc:   Ryan J. Maierson

    Ryan J. Lynch

United States securities and exchange commission logo
June 1, 2022
Eldar Cegla
Chief Financial Officer
Innoviz Technologies Ltd.
2 Amal Street Afek Industrial Park
Rosh HaAin, Israel
4809202
Re:Innoviz Technologies Ltd.
Registration Statement on Form F-3
Filed May 24, 2022
File No. 333-265170
Dear Mr. Cegla:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ryan J. Maierson

CORRESP
1
filename1.htm

CORRESP

 August 3, 2021

Via EDGAR Transmission

 United States Securities
and Exchange Commission

 Division of Corporation Finance

Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Sherry Haywood

Re:
 Innoviz Technologies Ltd.

Registration Statement on Form F-1

Filed July 27, 2021

Registration No. 333-258203

Ladies and Gentlemen:

 In accordance with Rule
461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
August 5, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Innoviz Technologies Ltd. (the “Company”) or its counsel may request via telephone call to the staff. Please
contact Ryan J. Maierson of Latham & Watkins LLP, counsel to the Company, at (713) 546-7420, or in his absence, Ryan J. Lynch at (713) 546-7404, to provide
notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 [Signature Page Follows]

Sincerely yours,

Innoviz Technologies Ltd.

By:

 /s/ Eldar Cegla

Eldar Cegla

Chief Financial Officer

cc:
 Ryan J. Maierson

Ryan J. Lynch

United States securities and exchange commission logo
August 3, 2021
Eldar Cegla
Chief Financial Officer
Innoviz Technologies Ltd.
2 Amal Street
Afek Industrial Park
Rosh HaAin, Israel 4809202
Re:Innoviz Technologies Ltd.
Registration Statement on Form F-1
Filed July 27, 2021
File No. 333-258203
Dear Eldar Cegla:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Ryan J. Maierson

CORRESP
1
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CORRESP

 INNOVIZ TECHNOLOGIES LTD.

2 Amal Street

 Afek Industrial Park

 Rosh HaAin, Israel 4809202

 +972-74-700-3692

 March 11, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549-6010

Attn:
 Jay Ingram

Thomas Jones

 Ernest Greene

 Kevin Stertzel

Re:
 Innoviz Technologies Ltd.

Registration Statement on Form F-4

File No. 333-252023

Ladies and Gentlemen:

 Innoviz Technologies Ltd.
(the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned
Registration Statement to 5:00 P.M., Washington, D.C. time, on March 11, 2021 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Thank you for your assistance in this matter.

[Signature Page follows]

Very truly yours,

INNOVIZ TECHNOLOGIES LTD.

By:

 /s/ Eldar Cegla

Eldar Cegla

Chief Financial Officer

 Cc (via email):

 Dana
Nutkevich, Innoviz Technologies Ltd.

 Ryan J. Maierson, Latham & Watkins LLP

Raanan Lerner, Meitar | Law Offices

 Jeffrey M. Gallant, Graubard
Miller

CORRESP
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CORRESP

 March 2, 2021

VIA EDGAR AND HAND DELIVERY

 Division of
Corporation Finance

 Office of Real Estate & Construction

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549-6010

Attention:

Jay Ingram

Thomas Jones

Ernest Greene

Kevin Stertzel

Re:

Innoviz Technologies Ltd.

Amendment No. 1 to Registration Statement on Form F-4

Filed February 12, 2021

File No. 333-252023

 Ladies and Gentlemen:

On behalf of Innoviz Technologies Ltd. (the “Company”), set forth below are the Company’s responses to the
comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to
Registration Statement on Form F-4 (the “Registration Statement”). An electronic version of Amendment No. 2 to Registration Statement on Form
F-4 (the “Amended Registration Statement”) has been concurrently filed with the Commission through its EDGAR system. The enclosed copy of the Amended Registration Statement has been
marked to reflect changes made to the Registration Statement.

 Set forth below are the responses of the Company to the comments of the
Staff’s letter to the Company, dated February 25, 2021, relating to the Registration Statement. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company
has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Registration Statement.

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.

 March 2, 2021

 Page
 2

 Response: The Company has
revised the Amended Registration Statement in response to the Staff’s comment. Please see pages 13-14 of the Amended Registration Statement.

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.

 Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment.
Please see pages 220-225 of the Amended Registration Statement.

 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.

 Response: The Company respectfully advises the Staff that, on
December 7, 2017, the Company entered into an agreement with a tier-1 partner to provide application engineering services and, in February 2018, entered into a Statement of Work that described the
services to be performed for such partner.

 The Company accounted for the down payment of €3 million related to those agreements as deferred
revenue because all fees due in connection with the provision of the application engineering services, including such down payment, are subject to customer acceptance.

The down payment is included in the deferred revenue disclosed in Note 1 to the consolidated financial statements of the Company “Description of Business
and Summary of Significant Accounting Policies, Deferred Revenue” on page F-14 of the Amended Registration Statement: “As of December 31, 2018, December 31, 2019 and September 30,
2020, the Company recorded deferred revenue of $1.3 million, $3.5 million and $3.5 million, respectively.”

 *********

 Any comments or questions regarding the foregoing should be directed to the undersigned at +1.713.546.7420. Thank you in advance for your
cooperation in connection with this matter.

Very truly yours,

/s/ Ryan J. Maierson

 Ryan J. Maierson

of LATHAM & WATKINS LLP

 March 2, 2021

 Page
 3

 Enclosures

cc: (via e-mail)

 Eldar
Cegla, Innoviz Technologies Ltd.

 Dana Nutkevich, Innoviz Technologies Ltd.

Raanan Lerner, Meitar Liquornik Geva Leshem Tal

 Jeffrey M.
Gallant, Graubard Miller

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.

 FirstName LastNameOmer David Keilaf
 Comapany NameInnoviz Technologies Ltd.
 February 25, 2021 Page 2
 FirstName LastName
Omer David Keilaf
Innoviz Technologies Ltd.
February 25, 2021
Page 2
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

CORRESP
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CORRESP

February 12, 2021

VIA EDGAR AND HAND DELIVERY

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-6010

Attention:

Jay Ingram

Thomas Jones

Ernest Greene

Kevin Stertzel

 Re: Innoviz Technologies Ltd.

Registration Statement on Form F-4

Filed January 11, 2021

 File No. 333-252023

 Ladies and Gentlemen:

On behalf of Innoviz Technologies Ltd. (the “Company”), set forth below are the Company’s responses to the
comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form F-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing an amended Registration Statement (the “Amended Registration
Statement”) with the Commission through its EDGAR system. The enclosed copy of the Amended Registration Statement has been marked to reflect changes made to the Registration Statement.

Set forth below are the responses of the Company to the comments of the Staff’s letter to the Company, dated February 5, 2021,
relating to the Registration Statement. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has provided its response immediately after each numbered comment.
Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Registration Statement.

 Cover Page

1.
 Please indicate, if applicable, that the combined company will be a controlled company under Nasdaq
listing rules and identify the controlling shareholder and the shareholder’s total voting power.

 Response: The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it does not expect to be a “Controlled Company” within the meaning of Rule 5615(c)(1) of the Nasdaq Marketplace Rules after the completion of its
business combination, as the Company expects that no individual, group or other company will hold more than 50% of the voting power for the election of the Company’s directors.

 February 12, 2021

 Page
 2

 Questions and Answers About the Business Combination and the Special Meeting, page vi

2.
 Please add a section describing the interests of the subscribers of the PIPE shares, including a
comparison of the price that they will pay for the shares compared to the market value of the shares based on the Nasdaq closing price on the record date.

Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page vii of the Amended
Registration Statement.

 Did Collective Growth’s board of directors obtain a third-party valuation . . .?, page vii

3.
 While we note the disclosure regarding a lack of a fairness opinion, you also disclose on page 71 that
“Collective Growth’s board of directors consulted with Collective Growth’s management and legal and financial advisors.” Please reconcile, and revise to disclose the nature and scope of advice provided by the financial advisors.
See also Item 4(b) to Form F-4.

 Response: The Company has revised the
Amended Registration Statement in response to the Staff’s comment. Please see pages 69 of the Amended Registration Statement.

 The Collective
Growth Board’s Reasons for the Business Combination, page 3

4.
 Please revise the disclosure in the first bullet point on page 4 to clarify the reference to
“meaningful revenue.”

 Response: The Company has revised the Amended Registration Statement in response
to the Staff’s comment. Please see pages 4 and 70 of the Amended Registration Statement.

 Certain Material U.S. Federal Income Tax
Considerations, page 8

5.
 Please delete the reference to “certain” tax considerations throughout your document, such as
the references on pages 8, 25 and 95.

 Response: The Company has revised the Amended Registration Statement in
response to the Staff’s comment. Please see pages 9, 26 and 93 of the Amended Registration Statement.

6.
 Please Regarding the tax considerations, we also note the disclosure on page 25 that the business
combination is “intended” to qualify as a reorganization and the disclosure on page 99 that the parties “intend” that the business combination qualify as a reorganization. A tax opinion must be filed whenever the tax consequences
of a transaction are material to an investor and a representation as to tax consequences is set forth in the filing. File a tax opinion as an exhibit to the filing or provide us your analysis as to why you do not believe such an opinion is required.
Refer to Item 601(b)(8) of Regulation S-K and, for guidance, Section III.A.2 of Staff Legal Bulletin No. 19. If there is uncertainty regarding the tax treatment, counsel’s opinion should discuss the
degree of uncertainty.

 Response: The Company has filed the requested tax opinion as Exhibit 8.1 to the Amended
Registration Statement.

 February 12, 2021

 Page
 3

 Comparison of Rights of Stockholders of Collective Growth, page 10

7.
 Please briefly disclose the material differences between Delaware and Israeli law applicable to
Collective Growth shareholders.

 Response: The Company has revised the Amended Registration Statement in response
to the Staff’s comment. Please see page 10 of the Amended Registration Statement.

 Unaudited Historical Comparative and Pro Forma Combined Per
Share Data of Collective Growth and Innoviz, page 13

8.
 In note (2) on page 14, you indicate that there is no Unaudited Pro Forma Condensed Combined Balance
Sheet required for December 31, 2019. Please note that this information should be presented as of the date financial data is presented pursuant to Item 3.A of Form 20-F (selected financial data) and not
based on the pro forma requirements. Please revise your book value per share information accordingly. In addition, please provide pro forma equivalent per share disclosures as required. Refer to Part I.A, Item 3(f) of Form F-4.

 Response: The Company respectfully advises the Staff that book value per
share is not available on a pro forma combined basis as of December 31, 2019, as a pro forma combined balance sheet is not required to be prepared for that period. The Company has revised the Amended Registration Statement in response to the
Staff’s comment to clarify that book value per share is not available on a pro forma combined basis as of December 31, 2019, as a pro forma combined balance sheet is not required to be prepared for that period. Please see pages 13 and 14
of the Amended Registration Statement.

 Innoviz’s business is subject to the risks of earthquakes, page 39

9.
 Please clarify the reference to Innoviz expects to continue to experience disruptions in its business
“during the second half of 2020.”

 Response: The Company has revised the Amended Registration Statement
in response to the Staff’s comment. Please see page 38 of the Amended Registration Statement.

 It may be difficult to enforce a U.S. judgment
against Innoviz, page 53

10.
 We note the disclosure on page 53 that Innoviz has been informed by its legal counsel that it may be
difficult to assert claims under U.S. securities law and the disclosure on page 224 under the caption entitled “Enforceability of Civil Liability.” If your disclosure is based upon an opinion of counsel, name counsel in the prospectus and
file as an exhibit to the registration statement a signed consent of counsel to the use of its name and opinion.

Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see page 52 of the Amended
Registration Statement.

11.
 Please disclose whether a treaty or reciprocity exists between the United States and Israel.

 Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment.
Please see page 52 of the Amended Registration Statement.

 February 12, 2021

 Page
 4

 Registration Rights Agreement, page 93

12.
 Please disclose whether there are any maximum cash penalties under the registration rights agreement, if
applicable. Please also disclose any additional penalties resulting from delays in registering your common stock. Refer to ASC
825-20-50-1.

Response: The Company has revised the Amended Registration Statement in response to the Staff’s comment. Please see pages 7 and 91 of the
Amended Registration Statement.

 Business Combination and Public Company Costs, page 150

13.
 We note your disclosure that the merger will be accounted for as a reverse recapitalization, with no
goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Innoviz has been determined to be the accounting acquirer. Please provide us with a comprehensive analysis of the factors considered, pursuant to
ASC 805-10-55-11 through 55-15, to support your accounting conclusion under both a no
redemption and maximum redemption scenario.

 Response: The Company respectfully advises the Staff that it has
considered the provisions of ASC 805 in making the statements that the transaction is intended to be accounted for as a reverse recapitalization in accordance with GAAP and that the Company believes the Company will be the accounting acquirer under
both a no redemption and a maximum redemption scenario.

 ASC Topic 805 specifies that the guidance in ASC
Subtopic 810-10 should be used to determine the acquirer (i.e., the entity that obtains control), and if applying that guidance does not clearly indicate which of the combining entities is the
acquirer, the factors in
paragraphs 805-10-55-11 through
805-10-55-15 should be considered in making the determination.

 Under ASC 805, control is defined as a
controlling financial interest within the meaning of ASC 810-10-15-8. ASC 810-10-15-8 provides that the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule,
ownership by one entity, directly or indirectly, of over 50% of the outstanding voting shares of another entity is a condition indicating control and, in a business combination, the identity of the accounting acquirer.

The Company estimates that under both the no redemption and maximum redemption scenarios, the existing Company shareholders will collectively hold more than
50% of the outstanding voting interests of the post-combination company.

 February 12, 2021

 Page
 5

 As reflected in the table below, which represents the pro forma ownership subsequent to the transaction, the
existing Company shareholders’ ownership of outstanding common shares will range from 67% to 77% depending on if the existing Collective Growth Corporation (“Collective Growth”) unitholders elect to redeem 0% or 100% of their shares
of Class A common stock of Collective Growth (the “Common Stock”), respectively:

Assuming
No Redemption

Assuming
Maximum
Redemption(1)

Shares

%

Shares

%

 Total Innoviz Technologies

 Collective Growth

17,137,500

13
%

3,118,361

2
%

 Existing Innoviz Technologies Shareholders

87,547,107

65
%

87,547,107

75
%

 Company Management Shares

2,500,000

2
%

2,500,000

2
%

 Antara

10,125,000

8
%

8,041,500

7
%

 PIPE Shares(2)

16,000,000

12
%

16,000,000

14
%

 Total Company Ordinary Shares Outstanding at Closing (excluding earnout shares)

133,309,607

100
%

117,206,968

100
%

 Company Management Earn Out Shares

1,250,000

1,250,000

 Antara Earnout Shares

325,000

325,000

 Perception Earnout Shares

2,175,000

2,175,000

 Total Company Ordinary Shares Outstanding at Closing (including earn out shares)

137,059,607

120,956,968

 Although the Company would obtain a controlling financial interest under both the no redemption and maximum redemption
scenarios, the Company also considered the factors in paragraphs 805-10-55-11 through 805-10-55-15 in determining of the accounting acquirer. ASC 805 does not provide a hierarchy to explain how to assess factors that influence the identification of an
accounting acquirer in a business combination, effectively concluding that no single criterion is more significant than any other. As a result, the Company considered the following factors holistically in determining that, under both the no
redemption and maximum redemption scenarios, the Company is the accounting acquirer:

805-10-55-11: In a business
combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity that transfers the cash or other assets or incurs the liabilities.

Both Scenarios

 ASC 805-10-55-11 provides that in a business combination effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the
entity that transfers the cash or other assets or incurs the liabilities. Similarly, ASC 805-10-55-12 provides that in a business
combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests.

 Pursuant to the
Business Combination Agreement (the “Agreement”), under both the no redemption and maximum redemption scenarios, the transaction will be effected primarily by exchanging equity interests. Under the Agreement, the Company will be the entity
that issues it equity interests.

 The Company believes this factor is not applicable in both scenarios. The transaction will be effected by exchanging
equity interests, and therefore, the other pertinent factors and circumstances identified in ASC 805-10-55-12(a)-(d) are also
considered in determining the accounting acquirer.

 February 12, 2021

 Page
 6

 ASC
805-10-55-12: In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity
that issues its equity interests. However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. Subtopic 805-40 provides guidance on accounting for reverse
acquisitions. Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interests, including the following:

(a)
 The relative voting rights in the combined entity after the business combination. The acquirer usually is
the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall
consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities.

 The Company
began its analysis by considering the relative voting rights of the former Collective Growth stockholders and the former Company shareholders in the post-combination company immediately after the consummation of the transaction.

No Redemption Scenario:

 The Company expects that the
former Collective Growth stockholders will hold approximately 13% of the voting rights of the post-combination company and that the former Company shareholders will hold approximately 67% of the voting rights of the post-combination company.

Maximum Redemption Scenario:

 The Company expects that
the former Collective Growth stockholders will hold approximately 2% of the voting rights of the post-combination company and that the former Company shareholders will hold approximately 77% of the voting rights of the post-combination company.

The Company believes this factor strongly points toward the Company being the accounting acquirer.

(b)
 The existence of a large minority voting interest in the combined entity if no other owner or organized
group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the la

United States securities and exchange commission logo
February 5, 2021
Omer David Keilaf
Chief Executive Officer
Innoviz Technologies Ltd.
2 Amal Street
Afek Industrial Park
Rosh HaAin, Israel 4809202
Re:Innoviz Technologies Ltd.
Registration Statement on Form F-4
Filed January 11, 2021
File No. 333-252023
Dear Mr. Keilaf:
            We have reviewed your 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.
Registration Statement on Form F-4 filed January 11, 2021
Cover Page
1.Please indicate, if applicable, that the combined company will be a controlled company
under Nasdaq listing rules and identify the controlling shareholder and the shareholder's
total voting power.
Questions and Answers About the Business Combination and the Special Meeting, page vi
2.Please add a section describing the interests of the subscribers of the PIPE shares,
including a comparison of the price that they will pay for the shares compared to the
market value of the shares based on the Nasdaq closing price on the record date.

 FirstName LastNameOmer David Keilaf
 Comapany NameInnoviz Technologies Ltd.
 February 5, 2021 Page 2
 FirstName LastName
Omer David Keilaf
Innoviz Technologies Ltd.
February 5, 2021
Page 2
Did Collective Growth's board of directors obtain a third-party valuation . . .?, page vii
3.While we note the disclosure regarding a lack of a fairness opinion, you also disclose on
page 71 that "Collective Growth's board of directors consulted with Collective Growth's
management and legal and financial advisors." Please reconcile, and revise to disclose the
nature and scope of advice provided by the financial advisors.  See also Item 4(b) to Form
F-4.
The Collective Growth Board's Reasons for the Business Combination, page 3
4.Please revise the disclosure in the first bullet point on page 4 to clarify the reference to
"meaningful revenue."
Certain Material U.S. Federal Income Tax Considerations, page 8
5.Please delete the reference to "certain" tax considerations throughout your document, such
as the references on pages 8, 25 and 95.
6.Regarding the tax considerations, we also note the disclosure on page 25 that the business
combination is "intended" to qualify as a reorganization and the disclosure on page 99 that
the parties "intend" that the business combination qualify as a reorganization.  A tax
opinion must be filed whenever the tax consequences of a transaction are material to an
investor and a representation as to tax consequences is set forth in the filing.  File a tax
opinion as an exhibit to the filing or provide us your analysis as to why you do not believe
such an opinion is required.  Refer to Item 601(b)(8) of Regulation S-K and, for guidance,
Section III.A.2 of Staff Legal Bulletin No. 19. If there is uncertainty regarding the tax
treatment, counsel’s opinion should discuss the degree of uncertainty.
Comparison of Rights of Stockholders of Collective Growth, page 10
7.Please briefly disclose the material differences between Delaware and Israeli law
applicable to Collective Growth shareholders.
Unaudited Historical Comparative and Pro Forma Combined Per Share Data of Collective
Growth and Innoviz, page 13
8.In note (2) on page 14, you indicate that there is no Unaudited Pro Forma Condensed
Combined Balance Sheet required for December 31, 2019.  Please note that this
information should be presented as of the date financial data is presented pursuant to Item
3.A of Form 20-F (selected nancial data) and not based on the pro forma requirements.
Please revise your book value per share information accordingly.  In addition, please
provide pro forma equivalent per share disclosures as required.  Refer to Part I.A, Item
3(f) of Form F-4.

 FirstName LastNameOmer David Keilaf
 Comapany NameInnoviz Technologies Ltd.
 February 5, 2021 Page 3
 FirstName LastName
Omer David Keilaf
Innoviz Technologies Ltd.
February 5, 2021
Page 3
Innoviz's business is subject to the risks of earthquakes, page 39
9.Please clarify the reference to Innoviz expects to continue to experience disruptions in its
business "during the second half of 2020."
It may be difficult to enforce a U.S. judgment against Innoviz, page 53
10.We note the disclosure on page 53 that Innoviz has been informed by its legal counsel that
it may be difficult to assert claims under U.S. securities law and the disclosure on page
224 under the caption entitled "Enforceability of Civil Liability." If your disclosure is
based upon an opinion of counsel, name counsel in the prospectus and file as an exhibit to
the registration statement a signed consent of counsel to the use of its name and opinion.
11.Please disclose whether a treaty or reciprocity exists between the United States and Israel.
Registration Rights Agreement, page 93
12.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable. Please also disclose any additional penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Business Combination and Public Company Costs, page 150
13.We note your disclosure that the merger will be accounted for as a reverse
recapitalization, with no goodwill or other intangible assets recorded, in accordance with
GAAP. Under this method of accounting, Innoviz has been determined to be the
accounting acquirer. Please provide us with a comprehensive analysis of the factors
considered, pursuant to ASC 805-10-55-11 through 55-15, to support your accounting
conclusion under both a no redemption and maximum redemption scenario.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 171
14.Please revise your balance sheets as of September 30, 2020 to show the number of shares
authorized, issued and outstanding on a historical and pro forma basis.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 173
15.Please revise your statements of operations to present historical basic and diluted per share
data and pro forma basic and diluted per share data on the face of the pro forma statements
of operations for all periods presented.
Note 1. Description of Business and Summary of Significant Accounting Policies
Revenue Recognition
Nature of Products and Services, page F-14
16.You indicate that services to certain customers may require substantive customer
acceptance due to performance acceptance criteria that is considered more than a

 FirstName LastNameOmer David Keilaf
 Comapany NameInnoviz Technologies Ltd.
 February 5, 2021 Page 4
 FirstName LastName
Omer David Keilaf
Innoviz Technologies Ltd.
February 5, 2021
Page 4
formality. For these services, revenue is recognized upon customer acceptance.  Please tell
us how you determine when transfer of control of your application engineering services is
determined by customer acceptance. Please specifically address whether your customer
acceptance clause is based on objective or subjective criteria pursuant ASC 606-10-55-86
and 55-88.
Note 17. Subsequent Events, page F-31
17.Please revise your filing to disclose the specific date through which subsequent events
have been evaluated and state whether that date is the date the financial statements were
issued or the date the financial statements were available to be issued.  See ASC 855-10-
50-1.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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