VLN Valens Semiconductor Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. __)

Valens Semiconductor Ltd.

(Name of Issuer)

Value Base Ltd.

c/o Tsahy Alon, General Counsel

23 Yehuda Halevi St.

Tel-Aviv 6513601, Israel

Telephone: +972-3-622-3381

with a copy to:

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

July 23, 2024

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13(d)-1(e), 13d-1(f) or 13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Section 240.13d-7 for other parties to whom copies are to be sent.

 

*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.

(Continued on following pages)

1	NAMES OF REPORTING PERSONS
	Value Base Ltd. I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,477,830
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,477,830
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	19,477,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.51%1
14	TYPE OF REPORTING PERSON
	CO

(1) Based on 105,211,368 ordinary shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2024).

CUSIP No. M9607U115

Page 3 of 12

1	NAMES OF REPORTING PERSONS
	Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund, Limited Partnership I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			10,449,348
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			10,449,348
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	10,449,348
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.93%1
14	TYPE OF REPORTING PERSON
	CO

(1) Based on 105,211,368 ordinary shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on February 28, 2024).

CUSIP No. M9607U115

Page 4 of 12

1	NAMES OF REPORTING PERSONS
	Value Base Invest Management Ltd., acting as the general partner to Value Base Fund Invest 1, Limited Partnership I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			9,028,482
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			9,028,482
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	9,028,482
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.58%1
14	TYPE OF REPORTING PERSON
	CO

(1) Based on 105,211,368 ordinary shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on February 28, 2024).

CUSIP No. M9607U115

Page 5 of 12

1	NAMES OF REPORTING PERSONS
	Ido Nouberger I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,477,830
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,477,830
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	19,477,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.51%1
14	TYPE OF REPORTING PERSON
	IN

(1) Based on 105,211,368 ordinary shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on February 28, 2024).

CUSIP No. M9607U115

Page 6 of 12

1	NAMES OF REPORTING PERSONS
	Victor Shamrich I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC, PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			19,477,830
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			19,477,830
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
	19,477,830
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.51%1
14	TYPE OF REPORTING PERSON
	IN

(1) Based on 105,211,368 ordinary shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on February 28, 2024).

Item 1.          Security and Issuer

This Statement on Schedule 13D relates to the ordinary shares, no par value (the “Ordinary Shares”), of Valens Semiconductor Ltd., a company incorporated in Israel (“Valens”, the “Company” or the “Issuer”). The address of the principal executive offices of Valens is 8 Hanagar St., POB 7152, Hod Hasharon 4501309, Israel.

Item 2.          Identity and Background.

(a) – (c), (f)

This Schedule 13D is being filed jointly by Value Base Ltd. (“Value Base”), Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund, Limited Partnership (“VBF GP”), Value Base Invest Management Ltd. acting as the general partner to Value Base Fund Invest 1, Limited Partnership (the “VBFI GP”), Ido Nouberger and Victor Shamrich (each a “Reporting Person” and, collectively, the “Reporting Persons”). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto.

Mr. Nouberger, who together with Mr. Shamrich controls Value Base, is a citizen of Israel whose principal business is CEO and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Nouberger's business address).

Mr. Shamrich, who together with Mr. Nouberger controls Value Base, is a citizen of Israel whose principal business is Chairman and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Shamrich's business address). Mr. Nouberger and Mr. Shamrich also serve as directors of VBF GP, VBFI GP, and VBF MC (as such term is defined below).

VBF GP acts as the general partner of the private investment fund Value Base Fund, Limited Partnership (“VBF LP”), a Cayman Islands limited partnership, and is majority owned by Value Base. VBF GP has delegated its management responsibilities to a management company, Value Base Fund Management Ltd. (“VBF MC”), an Israeli private company controlled by Value Base. VBFI GP acts as the general partner of the private investment fund Value Base Fund Invest 1, Limited Partnership (the “VBFI LP”), an Israeli limited partnership, and is majority owned by Value Base. The principal business of Value Base is to provide investment banking services in Israel, including a wide range of financial and strategic financial consulting services. The principal business of VBF GP and VBFI GP is to act as the general partner of VBF LP and VBFI LP, respectively. Value Base, VBF GP and VBFI GP and VB MC are each organized under the laws of the State of Israel and have a business address of 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel.

Mr. Lior Kaver is a citizen of Israel whose principal business is CFO of Value Base. Mr. Tsahy Alon is a citizen of Israel whose principal business is General Counsel of Value Base. Mr. Yaacobi is a citizen of Israel whose principal business is CEO and managing partner of VBF LP and VBFI LP. Mr. Yaacobi also serves as the CEO of VBF GP, VBFI GP and VBF MC. The business address of each of Mr. Kaver, Mr. Alon and Mr. Yaacobi is the same as that of Value Base, as provided above.

 

(d) – (e)

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the other individuals mentioned in this Item 2, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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.

The Reporting Persons have invested an aggregate of approximately $48.0 million to acquire the Ordinary Shares of the Issuer, as follows: since June 27, 2023, VBF LP has invested approximately $25.2 million of its equity to acquire 10,449,348 Ordinary Shares it holds directly; and since March 25, 2024, VBFI LP has invested approximately $22.8 million of its equity to acquire 9,028,482 Ordinary Shares it holds directly.

Item 4.          Purpose of Transaction.

On July 23, 2024, a Board Nomination Agreement was entered into by and among VBF LP, VBFI LP and Value Base (collectively, “Value Base Group”) and the Company (the “Nomination Agreement”), pursuant to which the Company agreed that Value Base Group’s designee, Mr. Tal Yaacobi (the “Designee”), would be appointed to the Company’s Board of Directors (the “Board”) no later than August 8, 2024, to serve as a Class I director (and to stand for re-election at the 2025 annual meeting of shareholders), and as a member of the Board's Nominating, Governance and Sustainability Committee.

Pursuant to the Nomination Agreement, Value Base Group and its affiliates also agreed not to increase their beneficial ownership of the Company's ordinary shares to more than 24.99% of the total ordinary shares of the Company outstanding during a period commencing on the date of the Nomination Agreement and ending on the earlier of the 2026 annual meeting of shareholders or the Designee’s departure from the Board (the “Standstill Period”).

During the Standstill Period, Value Base Group agreed not to solicit proxies, or encourage or influence any person, for the election of individuals to the Board, or to seek representation on or nominate any candidate affiliated with Value Base Group to the Board, except the Designee. Value Base Group is able, however, to propose and act to nominate qualified candidates to the Board who are not affiliated with Value Base Group.

Notwithstanding the Designee's votes as a member of the Board or the Nominating, Governance and Sustainability Committee, Value Base Group as a shareholder undertook pursuant to the Nomination Agreement to vote all of its ordinary shares of the Company (i) at the 2024 annual meeting of shareholders, in favor of the entire class of candidates that is supported by a majority of the Board and against any other candidates not supported by a majority of the Board, (ii) at the 2025 annual meeting of shareholders, in favor of at least two members of the class of candidates that are supported by a majority of the Board (i.e., Value Base Group may object to only one candidate) and against all other candidates not supported by a majority of the Board (but one such nominee) and (iii) at the 2026 annual meeting of shareholders, in favor of at least one member of the class of candidate nominated that is supported by a majority of the Board (i.e., Value Base Group may object to two candidates) and against all other candidates not supported by a majority of the Board (but two such nominees).

In addition, Value Base Group agreed to vote against any shareholder proposal that results in an increase or decrease to the size of the Board as set in accordance with the Articles of Association of the Company.

Except as set forth above, Value Base Group and the Designee are free to engage in any discussions, solicitation or any other action related to its plans or proposals.

The Company's obligations under the Nomination Agreement will terminate under certain conditions, including if (i) Value Base Group and its affiliates cease to beneficially own at least 5% of the outstanding ordinary shares of the Company, (ii) the Designee fails to comply with Board policies and procedures or qualify as a director under applicable law, (iii) Value Base Group or the Designee fails to comply with material terms of the Nomination Agreement or (iv) in the event of Change of Control (as defined in the Nomination Agreement).

This summary is qualified in its entirety by the text of the Nomination Agreement.

On July 23, 2024, the Board of Directors of Valens appointed Mr. Yaacobi as a Class I director and member of the Nominating, Governance and Sustainability Committee, with such appointments taking effect on August 8, 2024.

The Reporting Persons acquired the Ordinary Shares for investment purposes and they intend to review their investments in the Issuer on a continuing basis. The Reporting Persons seek to enhance Issuer value and, subject to the Nomination Agreement, intend to take such actions with respect to their investments in Valens as they deem appropriate in light of the circumstances existing from time to time, including without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investments in the Issuer. In addition, subject to the Nomination Agreement, each of the Reporting Persons may purchase additional Ordinary Shares or may, and hereby reserves the right to, dispose of some or all of his holdings in the open market, in public offerings, in privately negotiated transactions or in other transactions, including derivative transactions, subject to certain provisions of the law.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Item 5.          Interest in Securities of the Issuer.

(a) – (b)

As of the date hereof, VBF GP may be deemed to be the beneficial owner of the 10,449,348 Ordinary Shares held directly by VBF LP, which represent approximately 9.93% of the number of Ordinary Shares outstanding.

As of the date hereof, VBFI GP may be deemed to be the beneficial owner of the 9,028,482 Ordinary Shares held directly by VBFI LP, which represent approximately 8.58%% of the number of Ordinary Shares outstanding.

As of the date hereof, Value Base, as the controlling shareholder of VBF GP and VBFI GP, may be deemed the indirect beneficial owner of 10,449,348 and 9,028,482 Ordinary Shares beneficially owned by VBF GP and VBFI GP, respectively, which together aggregate to 19,477,830 Ordinary Shares representing approximately 18.51% of the number of Ordinary Shares outstanding.

As of the date hereof, Mr. Shamrich, who together with Mr. Nouberger controls Value Base, may be deemed the indirect beneficial owner of 19,477,830 Ordinary Shares beneficially owned by Value Base, representing approximately 18.51% of the number of Ordinary Shares outstanding.

As of the date hereof, Mr. Nouberger, who together with Mr. Shamrich controls Value Base, may be deemed the indirect beneficial owner of 19,477,830 Ordinary Shares beneficially owned by Value Base, representing approximately 18.51% of the number of Ordinary Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.

Percentages set forth in this Schedule 13D were calculated based on 105,211,368 Ordinary Shares outstanding as of February 14, 2024 (as reported in the Issuer's Annual Report on Form 20-F filed with the SEC on February 28, 2024).

(c) Information concerning transactions in the Ordinary shares effected by the Reporting Persons during the past sixty (60) days is set forth in Schedule A hereto and is incorporated herein by reference.

(d) No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5.

(e) Not applicable.

Except for the Nomination Agreement described in Item 4 above, which is incorporated by reference into this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.          Material to be Filed as Exhibits.

The following Exhibits are filed herewith:

 

 

 

 

 

Signatures

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.

Dated: July 23, 2024

	Value Base Ltd.
	/s/ Ido Nouberger	/s/ Victor Shamrich
	Name: Ido Nouberger	Name: Victor Shamrich
	Title: CEO	Title: Chairman

	Value Base Fund General Partner Ltd. By: Value Base Fund Management Ltd.
	/s/ Ido Nouberger*	/s/ Victor Shamrich*
	Name: Ido Nouberger	Name: Victor Shamrich
	Title: Director	Title: Director

	Value Base Invest Management Ltd.
	/s/ Ido Nouberger**	/s/ Victor Shamrich**
	Name: Ido Nouberger	Name: Victor Shamrich
	Title: Director	Title: Director

	/s/ Ido Nouberger
	Ido Nouberger
	/s/ Victor Shamrich
	Victor Shamrich

* Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to this Schedule 13D.

** Evidence of signature authority on behalf of Value Base Invest Management Ltd. is attached as Exhibit 3 to this Schedule 13D.

This Schedule sets forth information with respect to each purchase and sale of Ordinary Shares which were effectuated in the past sixty (60) days by the Reporting Persons. All transactions were effectuated in the open market through a broker.

---

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Ordinary Shares, no par value, beneficially owned by each of them, of Valens Semiconductor Ltd., a company incorporated in Israel. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D (and any amendments thereto).

Dated: July 23, 2024

* Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to this Schedule 13D.

** Evidence of signature authority on behalf of Value Base Invest Management Ltd. is attached as Exhibit 3 to this Schedule 13D.

---

	/s/ Ido Nouberger	/s/ Victor Shamrich
	Name: Ido Nouberger	Name: Victor Shamrich
	Title: Director	Title: Director

 

VALUE BASE INVEST MANAGEMENT LTD.

 

(the “Company”)

 

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF THE

COMPANY

 

May 6, 2024

 

The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:

 

It is hereby RESOLVED THAT:

 

 

 

 

IN WITNESS WHEREOF, it has been resolved as of the date appearing above.

	/s/ Ido Nouberger	/s/ Victor Shamrich
	Name: Ido Nouberger	Name: Victor Shamrich
	Title: Director	Title: Director

---

BOARD NOMINATION AGREEMENT

 

This BOARD NOMINATION AGREEMENT (this “Agreement”) dated as of July 23, 2024, is by and among Value Base Fund Limited Partnership, Value Base Fund Invest 1, Limited Partnership and Value Base Ltd. (collectively “Value Base”) and Valens Semiconductor Ltd. (the “Company”).

 

WHEREAS, Value Base currently owns 19,477,830 of the ordinary shares, no par value per ordinary share, of the Company (the “Ordinary Shares”), which represents approximately 18.51% of the issued and outstanding Ordinary Shares of the Company, making Value Base the largest shareholder of the Company;

 

WHEREAS, the Company and Value Base have determined to come to an agreement regarding the appointment of Tal Yaacobi (the “Designee”) to the Company’s Board of Directors (the “Board”) as a Class I director and to the subsequent nomination of the Designee at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) and certain other matters as set forth herein.

 

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1. Nomination of Designee.

 

(a)          Subject to paragraph (b) below, the Board shall appoint the Designee, with effect no later than August 8, 2024, to serve as (i) a Class I director, and (ii) member of the Nominating, Governance and Sustainability Committee.  In addition, the Company shall include the Designee as a nominee to the Board on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the 2025 Annual Meeting. Without derogating from any other provision of this Agreement, Value Base shall have the right to propose only one (1) Designee to the Board for as long as this Agreement is in effect.

 

(b)          On the date hereof, the Designee shall qualify as “independent” pursuant to the independence requirements of the New York Stock Exchange (based on Company’s customary D&O questionnaire and director’s declaration) and, at all times while serving as a member of the Board, the Designee shall (i) comply with all policies and procedures applicable to all Board members, and (ii) qualify to serve as a director in a public company under applicable U.S. and Israeli law. The Designee shall not be a U.S. citizen and shall qualify as “independent” pursuant to the independence requirements of the New York Stock Exchange for as long as he serves on a committee of the Company.

 

(c)          Notwithstanding anything to the contrary in this Agreement, the Company’s obligations hereunder shall terminate immediately, and the Company shall have no further obligation under this Section 1, if: i) Value Base and its Affiliates (as defined below), collectively, cease to beneficially own at least 5% of the Ordinary Shares then outstanding; ii) the Designee fails to satisfy the conditions set forth in clauses (i) and (ii) of Section 1(b) above, iii) Value Base or the Designee otherwise ceases to comply with or has breached any of the material terms of this Agreement (assuming for this purpose that the Designee is a party to this Agreement); or (iv) in the event of the closing of a Change of Control event.

 

“Change of Control” means a transaction (including any merger, consolidation, share issuance, share purchase, share exchange, reorganization, liquidation or dissolution) after which (a) the holders of voting securities of the Company immediately prior to such transaction hold less than a majority of the combined voting power of the then-outstanding securities of the Company (or relevant successor parent entity) and (b) a person or an entity holds at least 50% of the voting rights in the Company's general shareholders meeting.

 

2. Standstill.

 

(a)          Value Base agrees that, during the Standstill Period (as defined below) (unless specifically requested in writing by the Company, acting through a resolution of a majority of the Company’s directors not including the Designee), it shall not, and shall cause each of its Affiliates (as such term is defined in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Exchange Act of 1934 (the “Exchange Act”)) (collectively, with Value Base, and individually, the “Value Base Affiliates”), not to, directly or indirectly, in any manner, alone or in concert with others:

 

(i)          acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of ownership interests of another person, by joining a partnership, limited partnership, syndicate or other group, through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities of the Company that would result in Value Base (together with the Value Base Affiliates) owning, controlling or otherwise having any beneficial or other ownership interest in excess of 24.99% of the Ordinary Shares outstanding at such time; provided that this covenant shall not be deemed to be breached if Value Base holdings were in access of 24.99% as a result of transactions or actions that Value Base were not a party thereto;

 

(ii)          make, engage in, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) of the Exchange Act) or consents to vote or advise, encourage or influence any person with respect to the voting of any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities for the election of individuals to the Board, or become a “participant” in any contested “solicitation” for the election of directors with respect to the Company (as such terms are defined or used under the Exchange Act), in each case, if such solicitation or actions are inconsistent with Sections 2(a)(iii) or 2(c) herein. It is clarified that Value Base and the Designee shall be free to engage in any discussions, solicitation or any other actions related to plans, proposals or actions that are not related to the matters explicitly set forth in Sections 2(a)(iii) or 2(c) herein.

 

(iii)          seek representation on, or nominate any candidate affiliated with Value Base to the Board, except as set forth herein, and limited to one (1) Designee (but, subject to the provisions of this Agreement, will be able to propose and act to nominate qualified non-affiliated Board members);

 

(b)          Value Base acknowledges and agrees that Value Base and the Value Base Affiliates shall not seek to do indirectly through the Designee anything that would be prohibited if done by Value Base or the Value Base Affiliates, and that any failure to comply with the terms of this Agreement applicable to the Designee shall be deemed to be a failure to so comply by Value Base.

 

(c)          Notwithstanding the Designee's votes as a member of the Board or a member of the Nominating, Governance and Sustainability Committee, Value Base as a shareholder undertakes to vote all of the Ordinary Shares then held by Value Base (X) (i) in the annual meeting of shareholders to be held in 2024, in favor of the entire class of candidates that is supported by a majority of the board of the Company, and against any other candidates not supported by a majority of the board of the Company, (ii) in the annual meeting of shareholders to be held in 2025, in favor of at least two members of the class of candidates that are supported by a majority of the board of the Company (i.e., Value Base may object to only one candidate) and against all other candidates not supported by a majority of the board of the Company (but one such nominee), and (iii) in the annual meeting of shareholders to be held in 2026, in favor of at least one member of the class of candidate nominated that is supported by a majority of the board of the Company (i.e., Value Base may object to two candidates) and against all other candidates not supported by a majority of the board of the Company (but two such nominees) and (Y) against any shareholder proposal that results in an increase or decrease to the size of the Board as set in accordance with the Articles of Association of the Company, provided however that if Value Base shall not vote in accordance with the provisions of this Section 2(c), the Designee shall resign from the Board, and Value Base agrees to cause the Designee to resign from the Board if the Designee fails to do so.

 

(d)          For purposes of this Agreement the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

 

(e)          For purposes of this Agreement the term “Standstill Period” means the period commencing on the date hereof and ending on the earlier of (i) the conclusion of the Annual Meeting of shareholders of the Company to be held during the calendar year 2026, or (ii) the resignation or cessation of the directorship of the Designee.

 

3. Representations of Value Base.  Value Base represents and warrants to the Company as follows: b) Value Base is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; c) this Agreement has been duly and validly authorized, executed and delivered by Value Base, constitutes a valid and binding obligation and agreement of Value Base and is enforceable against Value Base in accordance with its terms; and d) Value Base, together with the Value Base Affiliates, beneficially own, directly or indirectly, an aggregate of 19,477,830 Ordinary Shares and such Ordinary Shares constitute all of the Ordinary Shares beneficially owned by Value Base and the Value Base Affiliates or in which Value Base or the Value Base Affiliates have any interest or right to acquire or vote, whether through derivative securities, voting agreements or otherwise.

 

4. Public Announcement.

 

(a)          Value Base and the Company shall announce this Agreement by means of a joint press release in the form attached hereto as Exhibit B (the “Press Release”) as soon as practicable following the execution and delivery of this Agreement.

 

(b)          The parties shall mutually agree to a summary description of this Agreement which shall be used to describe this Agreement in both the Company’s Form 6-K and Value Base’s Schedule 13D (which shall be filed following or concurrently with the Press Release).  Value Base and Value Base Affiliates shall provide the Company with a reasonable opportunity to review and comment upon the Schedule 13D prior to filing, and shall consider in good faith any changes proposed by the Company.

 

5. Miscellaneous.  The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages.  Accordingly, the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, to enforce specifically the terms and provisions of this Agreement exclusively in the competent court in the District of Tel Aviv, Israel, and to require the resignation of the Designee from the Board in accordance with Section 2(c), in addition to any other remedies at law or in equity.  Furthermore, each of the parties hereto e) consents to submit itself to the personal jurisdiction of the competent court in the District of Tel Aviv, Israel in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, f) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, g) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than such competent court in the District of Tel Aviv, Israel, and each of the parties irrevocably waives the right to trial by jury, and h) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 11 hereof or as otherwise provided by applicable law.  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF ISRAEL APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO ANY CONFLICT OR CHOICE OF LAW PRINCIPLES THAT MAY RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 

6. Entire Agreement; Amendment.  This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.  This Agreement may be amended only by an agreement in writing executed by the parties hereto, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective.  No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

7. Notices.  All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, when actually received during normal business hours at the address specified in this subsection:

 

if to the Company:

Valens Semiconductor Ltd.
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
Attention: General Counsel

With a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention:          Michael Kaplan
Brian Wolfe

Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 52506, Israel

Attention:          Elad Ziv
Dr. Shachar Hadar

if to Value Base:

Value Base Fund Limited Partnership AND Value Base Fund Invest 1, Limited Partnership
23 Yehuda Halevi St.,
Tel-Aviv 6513601, Israel.
Attention:  Tal Yaacobi & Tsahy Alon

With a copy (which shall not constitute notice) to:

Herzog, Fox & Neeman
Herzog Tower
6 Yitshak Sade Street
Tel Aviv 6777508
Attention: Nir Dash & Ron Ben-Menachem

8. Severability.  If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

 

9. Counterparts.  This Agreement may be executed in two or more counterparts either manually or by electronic or digital signature (including by email transmission), each of which shall be deemed to be an original and all of which together shall constitute a single binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.

 

10. No Third Party Beneficiaries; Assignment.  This Agreement is solely for the benefit of the parties hereto and is not binding upon or enforceable by any other persons.  No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof shall be null and void.  Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party.

 

11. Interpretation and Construction.  When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words “include,” “includes” and “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “will” shall be construed to have the same meaning as the word “shall.”  The words “dates hereof” will refer to the date of this Agreement.  The word “or” is not exclusive.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.  Any agreement, instrument, law, rule or statute defined or referred to herein means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented.  Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel.  Each party cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation.  Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation.

 

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

 

[SIGNATURES PAGE FOLLOWS]

VALUE BASE FUND LIMITED PARTNERSHIP

 

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