UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-40842
Valens Semiconductor Ltd.
(Exact name of Registrant as specified in its
charter)
| Not applicable | | Israel |
| (Translation of Registrant’s name into English) | | (Jurisdiction of incorporation or organization) |
8 Hanagar St. POB 7152
Hod Hasharon 4501309 Israel
+972 (9) 762-6900
(Address of principal executive offices)
Copy to:
Guy Nathanzon
Valens Semiconductor Ltd.
8 Hanagar St. POB 7152
Hod Hasharon 4501309 Israel
Tel: +972 (9) 762-6900
(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Ordinary shares, no par value | | VLN | | The New York Stock Exchange |
| Warrants to purchase ordinary shares | | VLNW | | The New York Stock Exchange |
Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the shell company report:
As of December 31, 2025, the issuer had 103,050,266 Ordinary Shares,
no par value, outstanding and 18,160,000 warrants to purchase Ordinary Shares, no par value.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
No ☒
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,”
“large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☒ | | Non-accelerated filer ☐ |
| | | | 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 13(a) of the Exchange Act. ☐
| † | The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issue by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous
question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (this “Amendment”) amends
the annual report on Form 20-F of Valens Semiconductor Ltd. for the year ended December 31, 2025, which was filed with the U.S. Securities
and Exchange Commission on February 25, 2026 (the “Original Report”). This Amendment is being filed solely to revise the consent
of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”) included in Exhibit 15.1
of the Original Report. The consent included in the Original Report omitted reference to our Registration Statement on Form F-3 (No. 333-260390).
A new consent of PwC is being filed as an exhibit hereto.
As required by Rule 12b-15 under the Exchange Act, as amended, new
certifications by our principal executive officer and principal financial officer are being filed as Exhibits 12.1, 12.2, 13.1 and 13.2
to this Amendment.
This Amendment does not reflect events occurring after the filing of
the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes
have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in
the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original
Report.
ITEM 19. EXHIBITS
Exhibit
Number |
|
Description |
| 1.1 |
|
Amended and Restated Articles of Association of Valens Semiconductor Ltd. (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 2.1 |
|
Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 4.1 |
|
Business Combination Agreement, dated as of May 25, 2021, by and among Valens, PTK and Merger Sub. (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 4.2 |
|
Warrant Agreement, dated as of July 13, 2020, between Continental and PTK (incorporated by reference to PTK’s Current Report on Form 8-K filed on July 21, 2020). |
| |
|
|
| 4.3 |
|
Specimen Ordinary Share Certificate of Valens (incorporated by reference to Exhibit 4.7 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.4 |
|
Specimen Warrant Certificate of Valens (incorporated by reference to Exhibit 4.8 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.5 |
|
Form of Amended and Restated Warrant Agreement, by and among Valens, PTK and Continental. (incorporated by reference to Exhibit 4.9 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.6 |
|
Second Amended and Restated Investors’ Rights Agreement, dated as of May 25, 2021, by and among Valens, certain equityholders of Valens and certain equityholders of PTK. (incorporated by reference to Exhibit 4.10 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.7†††
|
|
Valens Semiconductor Ltd. Compensation Policy (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F filed on March 2, 2022) |
| |
|
|
| 4.8†††
|
|
Form of Director and Officer Indemnification Agreement. (incorporated by reference to Exhibit 10.5 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended) |
| |
|
|
| 4.9 |
|
Form of Subscription Agreement, by and between Valens and the subscribers party thereto (incorporated by reference to Exhibit 10.4 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.11 |
|
Form of Support Agreement, dated as of May 25, 2021, by and among Valens, PTK and certain equityholders of Valens. (Incorporated by reference to Exhibit 10.2 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.12†††
|
|
Investment Management Trust Agreement, dated as of July 13, 2020, by and between Continental and PTK (incorporated by reference to Exhibit 10.2 to PTK’s Current Report on Form 8-K filed on July 21, 2020). |
| |
|
|
| 4.13 |
|
Sponsor Letter Agreement, dated as of May 25, 2021, by certain officers, directors and initial stockholders of PTK in favor of Valens and PTK. (incorporated by reference to Exhibit 10.3 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended). |
| |
|
|
| 4.14†††
|
|
Valens Semiconductor Ltd. 2007 Option Plan (incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 4.15†††
|
|
Valens Semiconductor Ltd. 2012 Option Plan (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 4.16†††
|
|
Valens Semiconductor Ltd. 2021 Share Incentive Plan (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| 4.17†††
|
|
Valens Semiconductor Ltd. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F filed on March 2, 2022). |
| |
|
|
| 4.18 |
|
Board Nomination Agreement dated as of July 23, 2024, by and among Value Base Fund Limited Partnership, Value Base Fund Invest 1, Limited Partnership and Value Base Ltd. and Valens Semiconductor Ltd. (incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F filed on February 26, 2025). |
| |
|
|
| 4.19# |
|
Stock Purchase Agreement dated as of May 31, 2024, by and among Valens Semiconductor, Inc., Acroname Inc. and certain shareholders of Acroname Inc. and their representatives (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F filed on February 25, 2026). |
| |
|
|
| 8.1* |
|
List of subsidiaries of Valens Semiconductor Ltd (incorporated by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed on February 25, 2026). |
| |
|
|
| 11.1* |
|
Valens Semiconductor Ltd. Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F filed on February 25, 2026). |
| |
|
|
| 12.1* |
|
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 12.2* |
|
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 13.1* |
|
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 13.2* |
|
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 15.1* |
|
Consent of Kesselman & Kesselman, independent registered public accounting firm. |
| |
|
|
| 97 |
|
Valens Semiconductor Ltd. Policy For Recovery Of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 20-F filed on February 25, 2026). |
| |
|
|
| 101.INS* |
|
Inline
XBRL Instance Document. |
| |
|
|
| 101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| |
|
|
| 101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| |
|
|
| 101.DEF* |
|
Inline
XBRL Taxonomy Definition Linkbase Document. |
| |
|
|
| 101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104* |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| ††† | Indicates a management contract
or compensatory plan. |
| # | Certain portions of this exhibit
(indicated by asterisks) have been redacted because they are both not material and are the type that the Registrant treats as private
or confidential. |
SIGNATURES
The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on
its behalf.
| |
VALENS SEMICONDUCTOR LTD. |
| |
|
|
| Date: May 13, 2026 |
By: |
/s/ Yoram Salinger |
| |
Name: |
Yoram Salinger |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: May 13, 2026 |
By: |
/s/ Guy Nathanzon |
| |
Name: |
Guy Nathanzon |
| |
Title: |
Chief Financial Officer |
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