UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June
2024
Commission File Number: 001-40842
VALENS SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its
charter)
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
The information in the attached Exhibit 99.1 is
being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
set forth herein or as shall be expressly set forth by specific reference in such a filing.
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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VALENS SEMICONDUCTOR LTD. |
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By: |
/s/ Gideon Ben-Zvi |
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Name: |
Gideon Ben-Zvi |
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Title: |
Chief Executive Officer |
Date: June 3, 2024
Exhibit 99.1
Valens Semiconductor Acquires Acroname, Bolstering
its Innovative USB Offering for the Industrial Market
HOD HASHARON, Israel. June 3rd, 2024 – Today, Valens Semiconductor
(NYSE:VLN), a leader in high-performance connectivity, announced the acquisition of Acroname, a pioneering company specializing in advanced
automation and control technologies. The acquisition enables Valens to expand its position in the industrial market with a holistic USB-focused
offering that includes Valens’ innovative USB extension chipsets, augmented by Acroname’s unique technology and expertise.
The synergies between the two companies will allow customers to accelerate the introduction of new innovative products to market.
The industrial and machine vision markets are progressing in the transition
to USB-connected cameras, with USB3 Vision cameras accounting for nearly 30% of the connectivity interfaces. With its expertise in software
control, telemetry data, USB-PD and robust build quality, Acroname has been a leading supplier of high-end programmable USB hubs, switches,
and test automation systems for industrial applications. Combined with Valens’ innovative VS6320 chipset – the only single-chip
100m industrial-grade copper SuperSpeed USB extension on the market – Valens can provide a holistic solution for USB peripherals
that include both extension and fully programmable, telemetry rich, switching of USB signals. Combining the expertise of Valens and Acroname
will open new opportunities for innovative solutions in the industrial machine vision, test automation, and other markets affected by
the limitations of USB.
Acroname designs, develops, and distributes products for applications
in manufacturing automation, AV conference rooms, managed IT services, mobile device management, and embedded robotic control systems.
Based in Boulder, Colorado, and founded in 1994, Acroname’s system automation platform, BrainStem®, provides highly modular
and scalable hardware and software tools, including tools for management of USB and USB-PD, used in OEM applications around the world.
Over 400,000 BrainStem powered devices are deployed in the field today, testing some of the world’s largest volume consumer products.
“We are excited to welcome Acroname to the Valens team,”
said Gideon Ben Zvi, CEO of Valens Semiconductor. “By incorporating Acroname’s technology and expertise into our USB offering,
we will be able to deliver a unique value proposition to the industrial market, enabling the long-distance extension and seamless switching
of Hi-Speed and SuperSpeed USB devices. This acquisition, our first M&A transaction, is an important milestone in our strategy of
expanding our offering to multiple industries and increasing our value add for our customers.”
“Valens is a company that shares our vision of enabling high-performance
connectivity for the industrial market,” said Justin Gregg, CEO of Acroname. “We’re thrilled to become part of a company
that aligns with our core values – customer-centric, technology-driven, and with a strong spirit of innovation. Our products will
perfectly complement Valens’ offering, and the whole team is excited about creating products that combine data-rich control automation
with best-in-class connectivity. We’re looking forward to enhancing Valens’ position as a leader in high-performance connectivity.”
The purchase price for the acquisition was $7.8 million in cash, plus
the amount of cash held by Acroname at closing, which was $1.3 million.
The purchase price is subject to a
post-closing adjustment for net working capital.
In addition, the Company shall be obligated to pay the sellers earn out payments of
up to $7.2 million depending on the achievement of certain revenue, EBITDA and cashflow targets in 2024 and 2025, and development of
a certain product by June 2026.
About Valens Semiconductor
Valens Semiconductor (NYSE:VLN) is a leader in high-performance connectivity,
enabling customers to transform the digital experiences of people worldwide. Valens’ chipsets are integrated into countless devices
from leading customers, powering state-of-the-art audio-video installations, next-generation videoconferencing, and enabling the evolution
of ADAS and autonomous driving. Pushing the boundaries of connectivity, Valens sets the standard everywhere it operates, and its technology
forms the basis for the leading industry standards such as HDBaseT® and MIPI A-PHY. For more information, visit https://www.valens.com/.
Forward-Looking Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding
our anticipated future results, including financial results, currency exchange rates, and contract wins, and future economic
and market conditions. These statements are based on various assumptions, whether or not identified in this press release, and on the
current expectations of Valens Semiconductor’s (“Valens”) management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor.
These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry;
the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory;
the impact of the global pandemic caused by COVID-19 on our customers’ budgets and on economic conditions generally, as well as the length,
severity of and pace of recovery following the pandemic; competition in the semiconductor industry, and the failure to introduce new technologies
and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to
changing market conditions or fails to estimate its customers’ demand; disruptions in relationships with any one of Valens’ key customers;
any difficulty selling Valens’ products if customers do not design its products into their product offerings; Valens’ dependence on winning
selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient
net sales or margins from those wins; sustained yield problems or other delays in the manufacturing process of products; our ability to
effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel;
our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory
level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation
in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights;
the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; political, economic,
governmental and tax consequences associated with our incorporation and location in Israel; and those factors discussed in Valens’ Form
20-F filed with the SEC on February 28, 2024 under the heading “Risk Factors,” and other documents of Valens filed, or to be
filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens
currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect Valens’ expectations, plans or forecasts of future events and views as of the date of
this press release. Valens anticipates that subsequent events and developments may cause Valens’ assessments to change. However, while
Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation
to do so. These forward-looking statements should not be relied upon as representing Valens’ assessment as of any date subsequent to the
date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Press Contacts
Yoni Dayan,
Head of Communications
Valens Semiconductor Ltd.
Yoni.dayan@valens.com
Pat Burek
Senior Vice President
Financial Profiles, Inc.
pburek@finprofiles.com
Investor Contacts
Lisa Fortuna
Senior Vice President
Financial Profiles, Inc.
lfortuna@finprofiles.com
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