UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Industrial Tech Acquisitions II, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45635R108

(Cusip Number)

Geoffrey Morgan

Croke Fairchild Duarte & Beres LLC

180 N. LaSalle Street, Suite 3400

Chicago, IL 60601

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 12, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

SCHEDULE 13D

CUSIP No. 45635R108

¹ Based on 1,348,887 shares of Common Stock outstanding as of August 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.

SCHEDULE 13D

CUSIP No. 45635R108

¹ Based on 1,348,887 shares of Common Stock outstanding as of August 10, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2023.

SCHEDULE 13D

Item 1. Security and Issuer.

This Schedule 13D (this “Schedule 13D”) relates to the Class A Common Stock (the “Common Stock”) of Industrial Tech Acquisitions II, Inc., a Delaware corporation (the “Issuer” or “Registrant”). The address of the principal executive offices of the Issuer is 5090 Richmond Ave, Suite 319, Houston, Texas 77056, and its telephone number is 713-599-1300

Item 2. Identity and Background.

This Schedule 13D is being filed by Altris, Ltd. (“Altris”) and Harold Azencott (individually, a “Reporting Person” and collectively, the “Reporting Persons”).

Altris is a multi-strategy portfolio manager. Mr. Azencott is the Chief Executive Officer of Altris. The principal business address for the Reporting Persons is 40 Tuval Street, Ramat Gan, 5252247, Israel. Mr. Azencott is a citizen of Israel.

The Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Altris used working capital and Mr. Azencott used personal funds to make the purchases of Common Stock listed on Schedule I hereto.

Item 4. Purpose of Transaction.

The Reporting Persons hold the Common Stock of the Issuer for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments. Any future acquisitions of Common Stock will be subject to the Company’s policies, including its insider trading policy, as applicable.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interests in Securities of the Issuer

(a,b) For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D. The Common Stock beneficially owned by Altris is held by two funds, and Altris and Mr. Azencott have voting and dispositive power of the securities held by such funds. Those funds are Aloha Global Opportunities, LP and Altris Global Opportunities, LP.

(c) Schedule I sets forth the transactions in the Common Stock effected by the Reporting Persons during the past 60 days.

(d) The Common Stock beneficially owned by Altris is owned by two funds, and the Reporting Persons have voting and dispositive power of the securities held by such funds. Those funds are Aloha Global Opportunities, LP and Altris Global Opportunities, LP. The limited partners of those funds have the right to receive their pro rata portion of dividends from or proceeds from the sale of the Common Stock.

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Exhibits

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.

Date: October 2, 2023

Altris Ltd.

Harold Azencott

SCHEDULE I

The following table lists all transactions completed by the Reporting Person in the Common Stock since July 22, 2023, which were all completed through open market purchases.

Altris Ltd.

Harold Azencott