Valens Semiconductor Ltd F-4/A, filed Aug 26, 2021
Valens Semiconductor Ltd. (VLN)
As filed with the Securities and Exchange Commission on August 26, 2021.
Registration No. 333-257176
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VALENS SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its charter)
| State of Israel | 3674 | Not applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Valens Semiconductor Ltd.
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
+972 (9) 762-6900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
| Michael Kaplan Brian Wolfe Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 |
Shachar Hadar Assaf Naveh Ran Camchy Elad Ziv Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: +972 (3) 610-3100 |
Daniel Espinoza Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Tel: (617) 570-1000 |
Aaron M. Lampert Goldfarb Seligman & Co. Ampa Tower 98 Yigal Alon Street Tel Aviv 6789141, Israel Tel: +972 (3) 608-9999 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount Registered(1)(7) |
Proposed Offering Price |
Proposed Aggregate |
Amount of Registration Fee(3) | ||||
| Ordinary shares, no par value per share(4) |
14,375,000 | $9.93 | $142,743,750 | $15,573.34 | ||||
| Warrants to purchase ordinary shares(5) |
18,160,000 | — | — | — | ||||
| Ordinary shares underlying warrants(6) |
9,080,000 | $11.99 | $108,869,200 | $11,877.62 | ||||
| Total |
$251,612,950 | $27,450.96(8) | ||||||
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| (1) | The number of ordinary shares, no par value per share (“Valens ordinary shares”), of Valens Semiconductor Ltd. (“Valens”) and warrants (“Valens warrants”) to purchase Valens ordinary shares being registered is based upon an estimate of the sum of (a) the maximum number of shares of common stock, par value $0.0001 per share, of PTK Acquisition Corp. (“PTK”) that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one Valens ordinary share for each such share of PTK common stock, assuming the Capital Restructuring (as defined herein) has occurred; and (b) the maximum number of warrants of PTK (“PTK warrants”) that will be outstanding immediately prior to the Business Combination (as defined below) and exchanged for one Valens warrant for each such PTK warrant, assuming the Capital Restructuring has occurred. The par value of the Valens ordinary shares is based on an assumed stock split ratio that is subject to change. |
| (2) | In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of Valens ordinary shares to be issued to PTK stockholders, the average of the high ($9.94) and low ($9.91) prices of the shares of PTK common stock on the New York Stock Exchange (the “NYSE”) on June 10, 2021, and (ii) in respect of Valens warrants to be issued to PTK warrant holders, the sum of (a) the average of the high ($0.50) and low ($0.47) prices for the PTK warrants on NYSE on June 10, 2021 and (b) $11.50, the exercise price of the PTK warrants, resulting in a combined maximum offering price per warrant of $11.99. The maximum number of Valens warrants and Valens ordinary shares issuable upon exercise of the Valens warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Valens warrants has been allocated to the underlying Valens ordinary shares and those Valens ordinary shares are included in the registration fee. |
| (3) | Calculated by multiplying the proposed maximum aggregate offering price by 0.0001091. |
| (4) | Represents Valens ordinary shares issuable in exchange for outstanding PTK common stock upon the merger of Valens Merger Sub, Inc. (“Merger Sub”) with and into PTK pursuant to the Business Combination. Such maximum number of shares is based on the sum of: (a) 13,368,750 Valens ordinary shares to be issued to the holders of shares of PTK common stock, including PTK’s Sponsor (as defined here in); and (b) 1,006,250 shares of Valens ordinary shares that may be issued to PTK’s Sponsor pursuant to the earn out provisions of the Business Combination Agreement described herein. |
| (5) | Represents warrants of Valens, each whole warrant entitling the holder to purchase one-half (1/2) of a Valens ordinary share, to be issued in exchange for warrants of PTK upon the merger of Merger Sub with and into PTK pursuant to the Business Combination. |
| (6) | Represents Valens ordinary shares underlying warrants of Valens. |
| (7) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (8) | The registrant previously paid $27,450.96. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Valens Semiconductor Ltd. is filing this Amendment No. 3 to the Registration Statement on Form F-4, as amended (File No. 333-257176) (the “Registration Statement”), solely for the purpose of filing with the U.S. Securities and Exchange Commission an updated copy of Exhibit 5.1 to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of directors and officers
The Companies Law, 5759-1999 provides that a company may not exempt or indemnify a director or an executive officer (each an “Officer”) for, or enter into an insurance contract that would provide coverage for, any liability incurred as a result of any of the following: (i) a breach by the Officer of his or her duty of loyalty unless, with respect to insurance coverage or indemnification, due to a breach of his or her duty of loyalty to the company committed in good faith and with reasonable grounds to believe that such act would not prejudice the interests of the company; (ii) a breach by the Officer of his or her duty of care to the company committed intentionally or recklessly; (iii) any act or omission done with the intent of unlawfully realizing personal gain; or (iv) a fine, monetary sanction, forfeit or penalty imposed upon an Officer. In addition, the Companies Law provides that Officers can only be exempted in advance with respect to liability for damages caused as a result of a breach of their duty of care to the company (but not for such breaches committed intentionally or recklessly, as noted above, or in connection with a distribution (as defined in the Companies Law)).
Valens’ Articles of Association include provisions under which officers are or may be insured, exempted or indemnified against liability, which they may incur in their capacities as such, to the maximum extent permitted by law.
Item 21. Exhibits and Financial Statements Schedules
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Item 22. Undertakings
The undersigned registrant hereby undertakes:
| • | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| • | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| • | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; |
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| • | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| • | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| • | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| • | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| • | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| • | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| • | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| • | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
The registrant undertakes that every prospectus: (a) that is filed pursuant to the immediately preceding paragraph, or (b) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
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registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hod Hasharon, Israel on the 26th day of August, 2021.
| VALENS SEMICONDUCTOR LTD. | ||
| By: | /s/ Gideon Ben-Zvi | |
| Name: Gideon Ben-Zvi | ||
| Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| NAME |
POSITION |
DATE | ||
| /s/ Gideon Ben-Zvi Gideon Ben-Zvi |
Chief Executive Officer and Director (Principal Executive Officer) |
August 26, 2021 | ||
| * Dror Heldenberg |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 26, 2021 | ||
| * Peter Mertens |
Director |
August 26, 2021 | ||
| * Yahal Zilka |
Director |
August 26, 2021 | ||
| * Eyal Kishon |
Director |
August 26, 2021 | ||
| * Dror Jerushalmi |
Director |
August 26, 2021 | ||
| * Moshe Lichtman |
Director |
August 26, 2021 | ||
| * Michael Linse |
Director |
August 26, 2021 | ||
| /s/ Gideon Ben-Zvi | ||
| Attorney-in-Fact | ||
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Valens Semiconductor Ltd. has signed this proxy statement/prospectus in the City of New York, State of New York, on the 26th day of August, 2021.
Authorized U.S. Representative-Cogency Global Inc.
| By: | /s/ Colleen A. De Vries | |
| Name: Colleen A. De Vries | ||
| Title: Senior Vice President on behalf of Cogency Global Inc. |
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Exhibit 5.1
August 26, 2021
| Valens Semiconductor Ltd. 8 Hanagar St. POB 7152 Hod Hasharon 4501309, Israel |
Re: Valens Semiconductor Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel to Valens Semiconductor Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-4 (the “Registration Statement”) registering the issuance by the Company of (i) 14,375,000 ordinary shares, no par value (“Ordinary Shares”), of the Company, (ii) 18,160,000 warrants, with each warrant entitling the holder to purchase one-half (1/2) Ordinary Share (the “Warrants”) and (iii) 9,080,000 Ordinary Shares underlying the Warrants (the “Warrant Shares”), in each case to be issued pursuant to the merger (the “Merger”) contemplated by the Business Combination Agreement (“BCA”), dated as of May 25, 2021, by and among PTK, the Company and Valens Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company. This opinion is rendered pursuant to Item 21(a) of Form F-4 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), and Items 601(b)(5) and (b)(23) of Regulation S-K promulgated by the United States Securities and Exchange Commission (the “SEC”).
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as amended, filed by the Company with the SEC and to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) a draft of the amended articles of association of the Company, to be in effect immediately prior to the closing of the Merger (the “Amended Articles”); (iv) resolutions of the board of directors (the “Board”) of the Company and the shareholders of the Company (the “Shareholders”) which have heretofore been approved and relate to the Registration Statement and to the consummation of the transactions contemplated by the BCA and other actions to be taken in connection therewith; (v) the BCA; (vi) the warrant agreement governing the Warrants (the “Warrant Agreement”) and (vii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinion set forth below that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (A) upon effectiveness of the Merger and the Amended Articles, and upon receipt by the Company of the consideration for the issuance of the Ordinary Shares contemplated under the Merger Agreement, (i) the Ordinary Shares being registered under the Registration Statement, when issued pursuant to the Merger, will be duly validly issued, fully paid and non-assessable, and (ii) the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor pursuant to the terms of the Warrants, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable and (B) the Warrant Agreement has been duly authorized for execution and delivery by the Company to the extent such execution and delivery are governed by Israeli law.
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liability” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
| Very truly yours, |
| /s/ Meitar Law Offices |
| Meitar | Law Offices |
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