6-K - VLN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2025

Commission File Number: 001-40842

VALENS SEMICONDUCTOR LTD.

(Exact name of registrant as specified in itscharter)

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

Exhibit 99.1 to this report, furnished on Form 6-K, is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-260390) and Form S-8 (File Nos. 333-259849, 333-269250 and 333-276520).

TABLE OF CONTENTS

ITEM
99.1	Condensed Consolidated Financial Statements (Unaudited) as of and for the three months ended March 31, 2025
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 Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.

VALENS SEMICONDUCTOR LTD.
By:	/s/ Gideon Ben-Zvi
	Name:	Gideon Ben-Zvi
	Title:	Chief Executive Officer

Date: May 7, 2025

Exhibit 99.1

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

MARCH 31, 2025

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2025

CONTENTS


CONDENSED<br> CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) - IN U.S. DOLLARS ():
Balance sheets
Statements<br> of operations and comprehensive loss
Statements of changes in shareholder’s equity
Statements of cash flows
Notes to consolidated financial statements

All values are in US Dollars.

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(U.S. dollars in thousands, except for number of shares and par value)


Assets
CURRENT ASSETS:
Cash and cash equivalents	40,997	35,423
Short-term deposits	71,543	95,532
Restricted short-term deposit	1,153	1,138
Trade accounts receivable	9,551	7,751
Prepaid expenses and other current assets	2,597	3,904
Inventories	10,858	10,155
TOTAL CURRENT ASSETS	136,699	153,903
LONG-TERM ASSETS:
Property and equipment, net	3,498	3,555
Operating lease right-of-use assets	7,253	7,458
Intangible assets	4,467	4,702
Goodwill	1,847	1,847
Other assets	798	687
TOTAL LONG-TERM ASSETS	17,863	18,249
TOTAL ASSETS	154,562	172,152

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS (continued) (Unaudited)

(U.S. dollars in thousands, except for number of shares and par value)


Liabilities and Shareholders’ Equity
CURRENT LIABILITIES:
Trade accounts payable	4,279		6,003
Accrued compensation	3,286		4,964
Current maturities of operating leases liabilities	1,057		975
Other current liabilities	8,257		8,384
TOTAL CURRENT LIABILITIES	16,879		20,326
LONG-TERM LIABILITIES:
Forfeiture shares, no par value: 359,375 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024	1		1
Non-current operating leases liabilities	6,412		6,645
Earnout liability	2,587		2,413
Other long-term liabilities	76		79
TOTAL LONG-TERM LIABILITIES	9,076		9,138
TOTAL LIABILITIES	25,955		29,464
COMMITMENTS AND CONTINGENT LIABILITIES (note 5)
SHAREHOLDERS’ EQUITY:
Ordinary shares, no par value: 700,000,000 shares authorized as of March 31, 2025 and December 31, 2024; 108,748,488 and 107,614,972 shares issued and 104,892,547 and 106,342,415 shares outstanding as of March 31, 2025 and December 31, 2024, respectively (excluding 359,375 Ordinary shares subject to forfeiture)	49		49
Treasury shares at cost: 3,855,941 and 625,682 shares as of as of March 31, 2025, and as of December 31, 2024, respectively	(11,198	)	(1,613	)
Additional paid-in capital	361,924		357,570
Accumulated other comprehensive income	59		601
Accumulated deficit	(222,227	)	(213,919	)
TOTAL SHAREHOLDERS’ EQUITY	128,607		142,688
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	154,562		172,152

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)

(U.S. dollars in thousands, except share and per share amounts)

	Three<br> months ended March 31
	2025			2024
REVENUES		16,828			11,559
COST OF REVENUES		(6,246	)		(4,744	)
GROSS PROFIT		10,582			6,815
OPERATING EXPENSES:
Research<br> and development expenses		(10,590	)		(10,145	)
Sales<br> and marketing expenses		(5,607	)		(4,388	)
General<br> and administrative expenses		(3,667	)		(3,571	)
Change<br> in earnout liability		(174	)		-
TOTAL OPERATING EXPENSES		(20,038	)		(18,104	)
OPERATING LOSS		(9,456	)		(11,289	)
Change<br> in fair value of Forfeiture Shares		-			25
Financial<br> income, net		1,238			1,234
LOSS BEFORE INCOME TAXES		(8,218	)		(10,030	)
INCOME TAXES		(93	)		(17	)
LOSS AFTER INCOME TAXES		(8,311	)		(10,047	)
Equity<br> in earnings of investee		3			5
NET LOSS		(8,308	)		(10,042	)
Basic and diluted net loss per ordinary share		(0.08	)		(0.10	)
Weighted average number of shares and vested RSUs used in computing net loss per ordinary share		105,255,959			104,047,426
Other<br> comprehensive loss:
Change<br> in unrealized losses on cash flow hedges		(542	)		-
TOTAL COMPREHENSIVE LOSS		(8,850	)		(10,042	)

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements

VALENS SEMICONDUCTOR LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(U.S. dollars in thousands, except share data)

	Three months ended March 31, 2025
	Ordinary shares					Additional paid-		Treasury			Accumulated other comprehensive			Accumulated			****
	Shares			Amount		in capital		Shares			income			Deficit			Total
Balance as of January 1, 2025		(**)106,342,415			49		357,570		(1,613	)		601			(213,919	)		142,688
Exercise of options and vesting of RSUs		1,780,391			-		188		-			-			-			188
Repurchase of ordinary shares		(3,230,259	)		-		-		(9,585	)		-			-			(9,585	)
Stock based compensation		-			-		4,166		-			-			-			4,166
Change in unrealized losses on cash flow hedges		-			-		-		-			(542	)		-			(542	)
Net loss for the period		-			-		-		-			-			(8,308	)		(8,308	)
Balance as of March 31, 2025		104,892,547			49		361,924		(11,198	)		59			(222,227	)		128,607
	Three months ended March 31, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Ordinary shares				Additional paid-		Treasury		Accumulated other comprehensive		Accumulated
	Shares		Amount		in capital		Shares		income		Deficit			Total
Balance as of January 1, 2024		(*)103,154,396		49		341,591		-		-		(177,336	)		164,304
Exercise of options and vesting of RSUs		1,222,169		-		126		-		-		-			126
Stock based compensation		-		-		3,764		-		-		-			3,764
Net loss for the period		-		-		-		-		-		(10,042	)		(10,042	)
Balance as of March 31, 2024		104,376,565		49		345,481		-		-		(187,378	)		158,152
(*)	Excluding 1,006,250 Forfeiture Shares
---	---
(**)	Excluding 359,375 Forfeiture Shares
---	---

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements

VALENS SEMICONDUCTOR LTD.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(U.S. dollars in thousands)

	Three months ended<br> March 31
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(8,308	)		(10,042	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income and expense items not involving cash flows:
Depreciation and amortization		770			456
Stock-based compensation		4,166			3,764
Exchange rate differences		140			525
Realized and unrealized gains on non-designated derivative instruments		(204	)		-
Interest on short-term deposits		517			275
Change in fair value of Forfeiture Shares		-			(25	)
Change in earnout liability		174			-
Reduction in the carrying amount of ROU assets		418			484
Equity in earnings of investee, net of dividend received		(3	)		5
Changes in operating assets and liabilities, net of effects of businesses acquired:
Trade accounts receivable		(1,800	)		4,735
Prepaid expenses and other current assets		825			207
Inventories		(762	)		1,347
Other assets		(115	)		74
Trade accounts payable		(1,864	)		(1,835	)
Accrued compensation		(1,620	)		(771	)
Other current liabilities		288			(155	)
Change in operating lease liabilities		(230	)		(418	)
Other long-term liabilities		(3	)		(16	)
Net cash used in operating activities		(7,611	)		(1,390	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposits		(30,005	)		(37,840	)
Maturities of short-term deposits		53,278			56,979
Purchase of property and equipment		(357	)		(30	)
Derivative instruments of non-designated hedges		(265	)		-
Net cash provided by investing activities		22,651			19,109
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of Ordinary Shares		(9,585	)		-
Exercise of stock options		188			126
Net cash provided by (used in) financing activities		(9,397	)		126
Effect of exchange rate changes on cash and cash equivalents		(69	)		(5	)
INCREASE IN CASH AND CASH EQUIVALENTS		5,574			17,839
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD		35,423			17,261
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		40,997			35,100
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION -
Cash paid for taxes		19			35
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Trade accounts payable on account on property and equipment		62			212
Operating lease liabilities arising from obtaining operating right-of-use assets		213			31

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 1 - GENERAL:

a.	Valens Semiconductor Ltd. (hereafter “Valens”, and together with its wholly owned subsidiaries,<br>the “Company”), was incorporated in Israel in 2006.

As of March 31, 2021, the Company began trading on the New York Stock Exchange under the Symbol “VLN”.

Valens is a leading provider of semiconductor products (chips), operates in the Audio-Video and Automotive industries, renowned for its Physical Layer (PHY) technology, enabling resilient high-speed connectivity over simple, low-cost infrastructure. Valens is the inventor of the HDBaseT Technology, which enables the converged delivery of ultra-high-definition digital video and audio, Ethernet, control signals, USB and power through a single cable. In the audio-video space, Valens’ HDBaseT technology enables plug-and-play digital connectivity between ultra-HD video sources and remote displays. In the automotive domain, Valens’ product offering includes both symmetric and asymmetric connectivity technology for high bandwidth transmission of native interfaces over a single low-cost wires and connectors. Valens’ advanced PHY technology for the auto industry provides the safety and resilience required to handle the noisy automotive environment, addressing the needs of Advanced driver-assistance systems (ADAS), Automotive Data Solutions (ADS), infotainment, telematics and backbone connectivity.

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern and Central Israel, to which the Israel Defense Forces have responded. In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Northern Israel, to which Israel has responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement has attacked international shipping lanes in the red sea. Further, on April 13, 2024, and on October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded. How long and how severe the current conflict in Gaza, Northern Israel, Lebanon or the broader region becomes is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. To date our operations and financial results have not been materially affected. We expect that the current conflict in the Gaza Strip, Lebanon and the security escalation in Israel will not have a material impact on our business results in the short term. However, since this is an event beyond our control, its continuation or cessation may affect our expectations. We continue to monitor political and military developments closely and examine the consequences for our business, results of operations and financial condition.

NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES:

a.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, the information contained herein reflects all adjustments necessary for a fair statement of our results of operations, financial position, cash flows, and shareholders’ equity. All such adjustments are of a normal, recurring nature.

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (continued):

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that were included in Form 20-F for the year ended December 31, 2024.

The carrying value of cash and cash equivalents, accounts receivables, deposits and accounts payable (included in the condensed consolidated balance sheets) approximates their fair value because of their generally short maturities.

There have been no material changes in our significant accounting policies as described in our consolidated financial statements for the year ended December 31, 2024.

b.	New Accounting Pronouncements

Accountingpronouncements effective in future periods:

In December 2024, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 3 - BUSINESS COMBINATION:

On May 31, 2024 (The “Closing date”), the Company closed a purchase transaction with the shareholders of Acroname Inc. (“Acroname”), a US company specializing in advanced automation and control technologies, to acquire 100% of its equity, for a total cash consideration of $9.1 million, of which $1.3 in consideration of the amount of cash held by Acroname at closing. In addition, the Company shall be obligated to pay Acroname’s former shareholders earnout payments of up to $7.2 million in cash, of which payment of $1.5 million upon completion of a development of a certain product by June 2026, and the remaining payment depending on the achievement of certain revenue, EBITDA and cashflow targets in 2024 and 2025.

The following table summarizes the fair value of the consideration transferred to Acroname shareholders:

	U.S. dollars in<br><br> thousands
Cash payment		9,160
Fair value of earnout liability (*)		2,036
Total consideration		11,196
(*)	The Company recorded earn out liability in connection with its<br>business combination at fair value on the acquisition date.
---	---

The results of operations of Acroname have been included in the consolidated financial statements since the Closing date. The amounts of revenues and net loss related to Acroname that are included in the Company’s condensed consolidated statements of operations and comprehensive loss during the three months ended March 31, 2025, are $1,433 thousand and $445 thousand, respectively (including amortization of tangible and intangible assets in the amount of $294 thousands).

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 3 - BUSINESS COMBINATION (continued):

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed:

	Allocation
	of Purchase
	Price
	U.S. dollars in thousands
Cash and cash equivalents		1,360
Accounts Receivables		294
Inventory (1)		2,635
Other current assets		123
Property and equipment		25
Operating lease right-of-use assets		650
Core Technology (2)		4,653
Customer relationships (3)		597
Goodwill (4)		1,847
Total assets acquired		12,184
Operating leases liabilities		(650	)
Other liabilities		(338	)
Total liabilities assumed		(988	)
Net assets acquired		11,196
(1)	The estimated fair value of the finished goods inventory was deriving from its cost value, as of the valuation<br>date, with the addition of the gross profit of Acroname, and after deducting the direct selling expenses with relation to the inventory,<br>and the marketing profit.
---	---
(2)	The acquired company is deemed to have an underlying technology of a value, through its continued use<br>or re-use in many products or many generations of a singular product (a product family). The fair value of Core Technology was estimated<br>by applying the income approach, specifically the Multi Period Excess Earnings method. Core Technology is amortized over a period of 5.6<br>years. The discount rate for Acroname’s technology was estimated at 25.3% reflecting the WACC.
---	---
(3)	The fair value of the Customer relationships was estimated by applying the income approach, specifically<br>the distributor method. The Customer relationships are amortized over a period of 5.6 years. The discount rate for Acroname’s Customer<br>relationships was estimated at 25.3% reflecting the WACC.
---	---
(4)	Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations<br>as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible<br>for tax purposes. All of the $1,847 thousand of goodwill was assigned to Cross Industry business (“CIB”) segment.
---	---

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 4 - INVENTORIES:

	March 31,<br> 2025
	U.S. dollars in thousands
Work in process		5,289	4,547
Finished goods		5,569	5,608
		10,858	10,155

Inventories write-downs amounted to $0 thousand and $268 thousand during the three months ended March 31, 2025, and 2024, respectively. Inventories write-downs are recorded in cost of revenues.

NOTE 5 - COMMITMENTS AND CONTINGENT LIABILITIES:

a.	Noncancelable Purchase Obligations

The Company depends upon third party subcontractors for manufacturing of wafers, packaging and final tests. As of March 31, 2025, and December 31, 2024, the total value of open purchase orders acknowledged by such manufacturing contractors was approximately $7,077 thousand and $8,044 thousand, respectively.

The Company has noncancelable purchase agreements for certain IP embedded in the Company’s products as well as certain agreement for the license of development tools used by the development team. As of March 31, 2025, and December 31, 2024, the total value of non-paid amounts related to such agreements totaled to $1,651 thousand and $2,349 thousand, respectively.

b.	Legal proceedings

As of March 31, 2025 and December 31, 2024, the Company is not a party to, or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency or instrumentality. There is no material action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate.

On March 26, 2024, the Company received a complaint from a customer regarding allegedly damaged chips due to a certain batch production incident that customer embedded in its product. The company identified and remedied the production process. On September 10, 2024, the customer sent a cost claim letter in the amount of 2,096 thousand Euro ($2,268 thousand as of March 31, 2025).

In 2024, the Company recorded a relevant provision in its books, within its other current liabilities. Relevant expenses were recorded in the general and administrative expenses.

As of March 31, 2025, this incident and its full results are still being discussed between the Company, the customer and the relevant insurers, and the actual expenses may eventually be higher than those recorded by the Company. The Company believes that it will be able to obtain reimbursement from its product liability insurance, however there is no certainty that the Company will be able to recure the entire expenses amount from the insurance company. The Company has not yet recorded an asset in its books.

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 6 - OTHER CURRENT LIABILITIES:

	March 31,<br> 2025
	U.S. dollars in thousands
Accrued vacation		3,503	3,166
Taxes payable		187	31
Estimated accrual for a certain batch production incident		2,268	2,182
Derivative liabilities		196	605
Accrued expenses		1,794	1,738
Other		309	662
		8,257	8,384

NOTE 7 - FORFEITURE SHARES:

On March 29, 2021 (the “Closing Date”, please refer to note 1a of the financial statements as of December 31, 2024), 1,006,250 Ordinary Shares that PTK sponsor received in respect of its PTK common stock, are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time (of up to four years), after the Closing Date or if an M&A Transaction (as defined in the Merger Agreement Closing, please refer to note 1c of the financial statements as of December 31, 2024), does not occur at a certain minimum price.

The Company performed a Monte-Carlo simulation to calculate the fair value of such shares.

On September 30, 2024, 646,875 Ordinary Shares were forfeited because the specified price targets were not met.

The fair value of the Forfeiture Shares was computed using the following key assumptions:

	March 31,<br> 2025
Stock price		2.04		2.60
Expected term (years)		0.50		0.75
Expected volatility		63.84	%	63.84	%
Risk-free interest rate		4.23	%	4.20	%
b.	The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified<br>as Level 3:
---	---

	Three months ended <br><br>March 31,<br> 2025
	U.S. dollars in thousands
Balance at beginning of period		1	38
Changes in fair value		-	(37	)
Balance at end of the period		1	1

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 8 - EARNOUT LIABILITY

With respect to the Acroname’s acquisition (See also note 3), the Company shall be obligated to pay Acroname’s former shareholders earn out payments of up to $7.2 million, of which an amount of $1.5 million upon completion of a development of a certain product by June 2026, and the remaining amount depending on the achievement of certain revenue, EBITDA and cashflow targets in 2024 and 2025. These earn out payments are expected to be paid during 2026, in case targets are met.

The Company recorded earn out liability in connection with these payments at fair value on the acquisition date. The Company performed a Monte-Carlo simulation to calculate the fair value of earnout liability. The fair value of the earnout liability was computed using the following key assumptions: discount rate of 21.4%, expected term of 1.59-2.08 years, expected volatility of 55.71% and risk-free interest rate of 5.04%.

Each reporting period thereafter, the Company revalues the earn-out liability and records the changes in their fair value in the consolidated statements of operations and comprehensive loss.

Changes in the fair value of earnout liability can result from adjustments to the discount rates, revenues, profitability targets and achievement of mutual development project. This fair value measurement represents Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each subsequent period. Accordingly, changes in the assumptions described above could have a material impact on the Company’s consolidated results of operations and comprehensive loss.

Each reporting period thereafter, the Company will revalue earnout liability and record the changes in the fair value in consolidated statements of operations. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the earnout liability.

The fair value of the earnout liability was computed using the following key assumptions:

	March 31,<br><br> 2025
Discount rate		20.6%
Expected term (years)		0.75-1.25
Expected volatility		50.42%
Risk-free interest rate		4.27%

The following table summarizes the activity for the earnout liability, where fair value measurement is estimated utilizing Level 3 inputs:

	Three months<br><br> ended<br><br> March 31,<br><br> 2025
	U.S. dollars in thousands
Fair value at the beginning of the period		(2,413	)	-
Initial recognition of earnout liability		-		(2,036	)
Change in fair value of earnout liability		(174	)	(377	)
Fair value at the end of the period		(2,587	)	(2,413	)

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 9 - DERIVATIVES AND HEDGING:

Derivatives

Generally accepted accounting principles require all derivatives, whether designated in a hedging relationship or not, to be recorded on the balance sheet at fair value. These derivative instruments are measured at fair value within Level 2 of the fair value hierarchy. The Company’s earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The Company’s foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. Dollar value of anticipated transactions and balances denominated in ILS resulting from changes in USD/ILS exchange rates. The Company entered into derivative transactions, specifically foreign currency forward contracts, to manage its exposure to foreign currency exchange risk to reduce earnings volatility. The Company does not enter into derivative transactions for trading or speculative purposes.

Non-Designated Hedges

The Company hedges its foreign currency monetary assets primarily resulting from foreign currency denominated short-term deposits with foreign exchange forward contracts to reduce the risk that the Company’s earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately 12 months. Generally, The Company does not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Any gains or losses on the underlying foreign-denominated balance are offset by the losses or gains on the forward contract. Derivative instruments are recorded as other current assets and other current liabilities, according to the timing of the cash flows. As of March 31, 2025, the derivative instruments are recorded as other current assets or other current liabilities. Gains and losses on forward contracts and foreign denominated deposits are included in financial income, net. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from investing activities.

As of March 31, 2025 and December 31, 2024, we had outstanding forward contracts not designated as hedging instruments with notional and fair value amounts equivalent to the following:

Currency Hedged	March 31,<br><br> 2025
	U.S. dollars in thousands
Israeli Shekel / U.S. Dollar		10,564	20,038
Fair value of derivatives assets		1	1
Fair value of derivatives liabilities		137	605

The following table shows the effect of our non-designated hedges on the Consolidated Statements of Operations for the Three months ended March 31, 2025:

	Location of <br><br>Gain	Three months ended March 31, 2025

| | | U.S. dollars in thousands |

| Net realized and unrealized gain, excluding the underlying foreign currency exposure being hedged | Financial income, net | 204 |

For the three months ended March 31, 2025, foreign currency profit, net was $183 thousand.

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 9 - DERIVATIVES AND HEDGING (continued):

Designated Hedges

During the fourth quarter of 2024 the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting from ILS payroll expenses. The Company hedges portions of its forecasted payroll payments denominated in ILS for a period of up to 12 months, using forward contracts that are designated as cash flow hedges, as defined by ASC 815. Derivative instruments are recorded as other current assets or other current liabilities, according to the timing of the cash flows. As of March 31, 2025, the derivative instruments are recorded as other current assets and other current liabilities. For these derivative instruments, designated as a cash flow hedge, gains and losses are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the hedged transaction and in the same period or periods during which the hedged transaction affects the statement of operations. As of March 31, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive loss to earnings during the next twelve months. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from operating activities.

The notional and fair value amount and fair value of outstanding derivatives at the end of each period were:

	March 31,<br><br> 2025
	U.S. dollars in thousands
Notional amount of foreign currency contracts		18,828	20,061
Fair value of derivatives assets		118	601
Fair value of derivatives liabilities		59	-

The change in accumulated other comprehensive income relating to gains or losses on derivatives used for hedging was as follows:

	Three months<br><br> ended<br><br> March 31,<br><br> 2025
	U.S. dollars in thousands
Other comprehensive loss before reclassifications		(355	)	-
Amounts reclassified out of accumulated other comprehensive loss (*)		(187	)	-
Other comprehensive loss, net		(542	)	-
(*)	Amounts of gains reclassified from other comprehensive loss<br>into profit or loss are recorded in cost of revenue and operating expenses. In the three months ended March 31, 2025, $5 thousand, $119<br>thousand, $37 thousand and $26 thousand were recorded in cost of revenue, research and development, sales and marketing and general and<br>administrative expenses, respectively.
---	---

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 10 – TREASURYSHARES:

a.	On December 27, 2024, the Company initiated a share repurchase program (the – “Buyback”),<br>at an aggregate amount of up to $10 million. As of March 31, 2025, the Company has repurchased in the open market a total of 3,302,194<br>shares at a total consideration of $10 million (of which a total of 625,682 shares at a total consideration of $1.6 million were repurchased<br>in 2024).
b.	On February 11, 2025, the Company initiated a second share repurchase program (the – “Second<br>Buyback”), at an aggregate amount of up to $15 million. As of March 31, 2025, The Company has repurchased in the open market a total<br>of 553,747 shares at a total consideration of $1.2 million.
---	---

NOTE 11 - STOCK-BASED COMPENSATION:

Stock Options

As of March 31, 2025, and December 31, 2024, the number of ordinary shares included in the Company’s option plans totaled to 41,240,618 and 35,874,244, respectively.

741,771 out of the outstanding options that have not yet vested as of March 31, 2025, have acceleration mechanisms according to certain terms set forth in the grant agreements primarily in the case of an M&A Transaction which constitutes a Liquidation Event.

As of March 31, 2025, the unrecognized compensation costs related to those unvested stock options are $776 thousand, which are expected to be recognized over a weighted-average period of 2.05 years.

The following is a summary of the status of the Company’s share option plan as of March 31, 2025:

	Three months ended
	March 31, 2025
	Number of Options			Weighted-<br><br>Average<br><br> Exercise<br><br> price
Options outstanding as of December 31, 2024		10,569,170		$	1.07
Granted during the period		511,925		$	2.41
Exercised during the period		(246,513	)	$	0.76
Forfeited during the period		(16,563	)	$	2.10
Options outstanding as of March 31, 2025		10,818,019		$	1.14
Options exercisable as of March 31, 2025		10,028,826		$	1.02

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 11 - STOCK-BASED COMPENSATION (continued):

The following table summarizes information about stock options outstanding as of March 31, 2025:

Outstanding as of March 31, 2025									Exercisable as of March 31, 2025

| $ | 0.15-0.86 | 9,396,260 | | 3.70 | | 0.80 | | 11,652 | | 9,348,838 | | 3.69 | | 0.80 | | 11,596 |

| $ | 1.87 | 3,313 | | 5.78 | | 1.87 | | 1 | | 3,313 | | 5.78 | | 1.87 | | 1 |

| $ | 2.10-2.13 | 55,710 | | 6.50 | | 2.13 | | - | | 9,285 | | 6.50 | | 2.13 | | - |

| $ | 2.39-2.41 | 937,194 | | 6.34 | | 2.40 | | - | | 341,221 | | 5.79 | | 2.39 | | - |

| $ | 4.99 | 196,625 | | 4.80 | | 4.99 | | - | | 141,002 | | 4.80 | | 4.99 | | - |

| $ | 5.36 | 140,000 | | 4.25 | | 5.36 | | - | | 96,250 | | 4.25 | | 5.36 | | - |

| $ | 7.58 | 85,380 | | 3.79 | | 7.58 | | - | | 85,380 | | 3.79 | | 7.58 | | - |

| $ | 9.07 | 3,537 | | 3.71 | | 9.07 | | - | | 3,537 | | 3.71 | | 9.07 | | - |

All values are in US Dollars.

The calculated fair value of option grants was estimated using the Black-Scholes option-pricing model with the following assumptions:


Expected term	4-5	4-5
Expected volatility	59.63%-63.35%	58.56%
Expected dividend rate	0%	0%
Risk-free rate	4.34%-4.36%	3.85%-3.92%

During the three months period ended on March 31, 2025, 511,925 options were granted to related parties (please refer to Note 15 for further information).

As of March 31, 2025, the unrecognized compensation costs related to unvested stock options was $922 thousand, which are expected to be recognized over a weighted-average period of 1.77 years.

The weighted-average fair value of the options that were granted during the period ended March 31, 2025 was $2.41 at the grant date.

The total intrinsic value of options exercised during the period of three months ended March 31, 2025 and 2024 was $523 and $358 thousand, respectively.

The following table presents the classification of the stock options expenses for the periods indicated:

	Three months Ended<br><br> March 31
	2025		2024
	U.S. dollars in thousands
Cost of revenue		27		44
Research and development		135		223
Sales and marketing		58		249
General and administrative		163		376
Total stock-based compensation		383		892

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 11 - STOCK-BASED COMPENSATION(continued):

Restricted Stock Units

The following is a summary of the status of the Company’s RSU’s as of March 31, 2025, as well as changes during the period of nine months ended March 31, 2025:

			Weighted-<br><br>Average<br><br> Grant<br><br> Date Fair<br><br> Value
RSUs outstanding at the beginning of the year	8,827,092		$	3.13
Granted during the period	4,518,634		$	2.14
Vested during the period	(1,533,878	)	$	2.90
Forfeited during the period	(76,332	)	$	2.67
Outstanding at the end of the period	11,735,516		$	2.79

As of March 31, 2025, the unrecognized compensation cost related to unvested RSUs totaled to approximately $27,522 thousand and is expected to be expensed over a weighted-average recognition period of approximately 2.65 years.

During the three months ended on March 31, 2025, 549,654 RSU’s were granted to several related parties (please refer to Note 15 regarding Related Parties).

The following table presents the classification of RSU’s expenses for the periods indicated:

	Three months ended<br> March 31
	2025		2024
	U.S. dollars in thousands
Cost of revenue		223		187
Research and development		1,736		1,445
Sales and marketing		1,169		727
General and administrative		655		513
Total stock-based compensation-RSUs		3,783		2,872

NOTE 12 - NET LOSS PER ORDINARY SHARE:

The following table sets forth the computation of basic and diluted net income (loss) per ordinary share for the periods indicated:

	Three months ended<br><br> March 31
	2025			2024
	U.S. dollars in thousands
Basic net loss per ordinary share
Numerator:
Net loss		(8,308	)		(10,042	)
Denominator:
Weighted average common shares and vested RSUs – basic and diluted		105,255,959			104,047,426
Basic and dilutive net loss per common share		(0.08	)		(0.10	)

The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive:

	Three months ended<br><br> March 31
	2025		2024
Options		10,693,595		11,435,704
Restricted Stock Units		10,281,304		7,295,233
Private Warrants		3,330,000		3,330,000
Public Warrants		5,750,000		5,750,000
Forfeiture Shares		359,375		1,006,250

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 13 - FINANCIAL INCOME (EXPENSES), NET

	Three months ended<br><br> March 31
	2025			2024
	U.S. dollars in thousands
Foreign currency exchange differences		(140	)		(526	)
Realized and unrealized losses on derivative instruments		204			-
Interest income on short-term deposits		1,234			1,767
Other		(60	)		(7	)
Total financial income (expenses), net		1,238			1,234

NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER:

The chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments. The Company’s business includes two operating segments based on the two markets the Company serves:

Cross Industry Business: The Company’s solutions for the non-automotive verticals, including audio-video, industrial, machine vision and medical markets, that deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable.

Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars.

For the purpose of evaluating financial performance and allocating resources, the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments, to make decisions about resources to be allocated to the segments and assess their performance. Assets information is not provided to the CODM and is not reviewed. Revenues and cost of goods sold are directly associated with the activities of a specific segment. Direct operating expenses, including general and administrative expenses, associated with the activities of a specific segment are charged to that segment. General and administrative expenses which cannot be attributed directly, are allocated evenly between segments. Other operating expenses are allocated to segments based on headcount ratio.

The CODM monitors the gross profit of each segment to analyze fluctuations relative to prior periods (cost reductions, change in product mix etc.).

The CODM uses segment operating profit (loss) to evaluate income (loss) generated from segment assets in deciding whether to reinvest profits into the segment. Segment operating profit (loss) is used to monitor budget versus actual results, in order to assess the performance of the segment.

	Three months ended on March 31, 2025
	CIB			Automotive			Consolidated
	U.S. dollars in thousands
Revenues		11,753			5,075			16,828
Cost of revenues		(3,629	)		(2,617	)		(6,246	)
Gross profit		8,124			2,458			10,582
Research and development expenses		6,653			3,937			10,590
Sales and marketing expenses		2,791			2,816			5,607
General and administrative expenses		2,029			1,638			3,667
Change in earnout liability		174			-			174
Segment operating loss		(3,523	)		(5,933	)		(9,456	)
Change in fair value of Forfeiture Shares								-
Financial income, net								1,238
Loss before taxes on income								(8,218	)
Depreciation and Amortization expenses		537			233			770
Stock-based compensation		1,875			2,291			4,166

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER(continued):

	Three months ended on March 31, 2024
	CIB			Automotive			Consolidated
	U.S. dollars in thousands
Revenues		7,177			4,382			11,559
Cost of revenues		(1,638	)		(3,106	)		(4,744	)
Gross profit		5,539			1,276			6,815
Research and development expenses		5,857			4,288			10,145
Sales and marketing expenses		1,873			2,515			4,388
General and administrative expenses		1,839			1,732			4,858
Segment operating loss		(4,030	)		(7,259	)		(11,289	)
Change in fair value of Forfeiture Shares								25
Financial income, net								1,234
Loss before taxes on income								(10,030	)
Depreciation and Amortization expenses		228			228			456
Stock-based compensation		1,721			2,043			3,764
b.	Geographic Revenues
---	---

The following table shows revenue by geography, based on the customers’ “bill to” location:

	Three months ended March 31
	2025		2024
	U.S. dollars in thousands
Israel		64		253
Hungary		2,880		2,071
United States		2,686		1,450
Portugal		2,237		1,867
China		2,221		1,519
Hong Kong		1,815		733
Switzerland		1,476		21
Japan		1,329		1,198
Other		2,120		2,447
		16,828		11,559

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 14 - SEGMENT AND REVENUE BYGEOGRAPHY AND BY MAJOR CUSTOMER (continued):

c.	Supplemental data - Major Customers:

The following tables summarize the significant customers’ (including distributors) accounts receivable and revenues as a percentage of total accounts receivable and total revenues, respectively:

	March 31,<br><br> 2025
Accounts Receivable	% of Account Receivable
Customer A		18	%	14	%
Customer B		17	%	14	%
Customer C		16	%	18	%
Customer D		11	%	16	%

	Three months ended <br><br>March 31
	2025			2024
	% of Revenues
Revenues
Customer A		13	%		16	%
Customer B		11	%		2	%
Customer E		4	%		15	%
Customer F		5	%		11	%
Customer G		8	%		10	%

d.	Long-lived assets by Geography:
	March 31, 2025		December 31, 2024
---	---	---	---	---
	U.S. dollars in thousands
Domestic (Israel)		9,085		9,482
China		228		314
USA		873		931
Other		207		286
		10,393		11,013

VALENS SEMICONDUCTOR LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)

NOTE 15 - RELATED PARTY TRANSACTIONS

During the three months ended on March 31, 2025, the Company granted 511,925 stock options at a weighted average exercise price of $2.41 to several executive officers, and Board of Directors (“Board”) members of the Company.

In addition, during the three months ended March 31, 2025, the Company granted 549,654 RSUs to several executive officers and Board members of the Company.

The fair value of the stock options that were granted during the three months ended March 31, 2025, is $506 thousand, which is expected to be recognized over a 1-4-year vesting period, and the fair value of the granted RSUs is $1,222 thousand, which is expected to be recognized over a 1-4-years vesting period.

NOTE 16 - SUBSEQUENT EVENTS:

During the period April 1, 2025, and until May 5, 2025, the Company purchased additional 1,568,611 Ordinary Shares for a total consideration of $3.7 million in the framework of its Second Buyback.