As filed with the Securities and Exchange Commission
on January 16, 2024
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 |
(Primary Standard Industrial |
(I.R.S. Employer |
| incorporation or organization) |
Classification Code Number) |
Identification Number) |
| Valens Semiconductor Ltd. 2021 Share Incentive Plan |
| (Full Title of the Plans) |
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, New York 10017
Tel: (212) 450-4000 |
Elad Ziv
Assaf Naveh
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: +972 (3) 610-3100 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
|
|
Accelerated filer þ |
| Non-accelerated filer ¨ |
|
|
Smaller reporting company o |
| |
|
|
Emerging growth company þ
|
If an emerging growth company, 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. o
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction
E of Form S-8, Valens Semiconductor Ltd. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities
and Exchange Commission (the “Commission”) to register 5,208,032 additional ordinary shares, with no par value (“Shares”),
for issuance under the Registrant’s 2021 Share Incentive Plan (the “2021 Plan”) pursuant to the provisions of the 2021
Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2021 Plan. This Registration
Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission
on September 28, 2021 (Registration No. 333-259849) and on January 17, 2023 (Registration No. 333-269250). In accordance with the instructional
note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this
Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Commission are incorporated herein by reference:
| |
1. |
The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the Commission on March 1, 2023 (the “Annual Report”); |
| |
2. |
The Registrant’s reports of Foreign Private Issuer on Form 6-K furnished to the Commission on May 10, 2023 (relating solely to the GAAP financial statement tables attached as Exhibit 99.1 thereto), August 9, 2023 (relating solely to the GAAP financial statement tables attached as Exhibit 99.1 thereto), October 17, 2023 (relating to notice of proxy and proxy card attached as Exhibit 99.1 and 99.2 thereto), November 8, 2023 (relating solely to the GAAP financial statement tables attached as Exhibit 99.1 thereto) and November 22, 2023; and |
| |
3. |
The description of the Registrant’s ordinary shares included as Exhibit 2.1 to the Annual Report referred to in (1) above. |
In addition, all documents
subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
The Registrant is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in
the future, that is not deemed “filed” with the Commission.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hod Hasharon, Israel, as of the 16 day of January, 2024.
| |
VALENS SEMICONDUCTOR LTD. |
| |
|
|
| |
By: |
/s/ Yael Rozenberg
Haine |
| |
|
Yael Rozenberg Haine
Interim Chief Financial
Officer |
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 Form S-8 in the City of New York, State of New York, on the 16 day of January, 2024.
| |
AUTHORIZED U.S. REPRESENTATIVE – COGENCY GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Colleen A.
De Vries |
| |
|
Colleen A. De Vries
Senior Vice President on behalf of Cogency Global Inc. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gideon
Ben-Zvi, Yael Rozenberg Haine and Keren Shmueli Sidi and each of them, individually, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities,
in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement
and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act
and thing requisite and desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Gideon Ben-Zvi |
|
Chief Executive Officer & Director |
|
January 16, 2024 |
| Gideon Ben-Zvi |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Yael Rozenberg Haine |
|
Interim Chief Financial Officer |
|
January 16, 2024 |
| Yael Rozenberg Haine |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Dr. Peter Mertens |
|
Chair of the Board of Directors |
|
January 16, 2024 |
| Dr. Peter Mertens |
|
|
|
|
| |
|
|
|
|
| /s/ Yahal Zilka |
|
Director |
|
January 16, 2024 |
| Yahal Zilka |
|
|
|
|
| |
|
|
|
|
| /s/ Dr. Eyal Kishon |
|
Director |
|
January 16, 2024 |
| Dr. Eyal Kishon |
|
|
|
|
| |
|
|
|
|
| /s/ Dror Jerushalmi |
|
Director |
|
January 16, 2024 |
| Dror Jerushalmi |
|
|
|
|
| |
|
|
|
|
| /s/ Moshe Lichtman |
|
Director |
|
January 16, 2024 |
| Moshe Lichtman |
|
|
|
|
| |
|
|
|
|
| /s/ Michael Linse |
|
Director |
|
January 16, 2024 |
| Michael Linse |
|
|
|
|
| |
|
|
|
|
| /s/ Adi Toledano Yarel |
|
Director |
|
January 16, 2024 |
| Adi Toledano Yarel |
|
|
|
|
| |
|
|
|
|
| /s/ Peter Kuo |
|
Director |
|
January 16, 2024 |
| Peter Kuo |
|
|
|
|
Exhibit 5.1
January 16, 2024
Valens Semiconductor Ltd.
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
RE: Registration
on Form S-8
Ladies and Gentlemen:
We
have acted as Israeli counsel to Valens Semiconductor Ltd., an Israeli company (the “Company”), in connection with
its filing of a registration statement on Form S-8 on or about January 16, 2024 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,208,032 of the
Company’s ordinary shares, no par value (the “Ordinary Shares”), which may be issued under the, Valens Semiconductor
Ltd. 2021 Share Incentive Plan (the “Plan”).
In
our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of
the Company’s (i) Amended and Restated Articles of Association (the “Articles”), (ii) the Plan, (iii) resolutions
of the Company’s board of directors and (iv) other statements of corporate officers and other representatives of the Company
and other documents provided to us by the Company as we have deemed necessary or appropriate as a basis for this opinion. In such examination,
we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any
facts material to this opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of
public officials and certificates of officers or other representatives of the Company. We have also assumed the truth of all facts communicated
to us by the Company and that all consents, minutes and protocols of meetings of the Company’s board of directors, which have been
provided to us, are true and accurate and prepared in accordance with the Company’s Articles and all applicable laws. In addition,
we have assumed that the Company will receive the full consideration for the Ordinary Shares (which may consist, in part or in full, of
services performed for the Company).
We
are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of
Israel.
On
the basis of the foregoing, we are of the opinion that the Ordinary Shares being registered pursuant to the Registration Statement, when
issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to
the terms of the awards that have been or may be granted under the respective Plan, will be validly issued, fully paid and non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we
do not 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 Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under
the Securities Act.
-
2-
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 effective date of the Registration Statement that may alter, affect or modify the opinions
expressed herein.
| |
|
Very truly yours, |
| |
|
|
| |
|
/s/ Meitar | Law Offices |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Valens Semiconductor Ltd. of our report
dated March 1, 2023 relating to the financial statements, which appears in Valens Semiconductor Ltd.'s Annual Report on Form 20-F
for the year ended December 31, 2022.
| Tel Aviv, Israel |
Kesselman & Kesselman |
| January 16, 2024 |
Certified Public Accountants (Isr.) |
| |
A member firm of PricewaterhouseCoopers International Limited |
| |
| Kesselman & Kesselman, Derech Menachem Begin 146 Street, Tel Aviv-Yafo 6492103, Israel, P.O Box 7187 Tel-Aviv 6107120 Telephone: +972 -3- 7954555, Fax:+972 -3-7954556, www.pwc.com/il |
Exhibit 107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
Valens
Semiconductor Ltd.
(Exact
Name of Registrant as Specified in its Charter)
Newly
Registered Securities
| Security
Type |
Security
Class Title(1) |
Fee
Calculation Rule |
Amount
Registered(2) |
Proposed
Maximum Offering Price Per Unit(3) |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee(4) |
| Equity |
Ordinary
Shares, no par value, to be issued in connection with the 2021 Plan |
Rule
457(c) and Rule 457(h) |
5,208,032 |
$2.38 |
$12,395,116.16 |
0.00014760 |
$1,829.52 |
| Total
Offering Amounts |
|
|
|
$1,829.52 |
| Total
Fee Offsets |
|
|
|
- |
| Net
Fee Due |
|
|
|
$1,829.52 |
| |
(1) |
Represents additional shares
of the Registrant’s ordinary shares reserved for issuance under the Registrant’s 2021 Share Incentive Plan. |
| |
(2) |
Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover
any additional ordinary shares of the Registrant that become issuable in respect of the securities identified in the above table
by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s
receipt of consideration that results in an increase in the number of the outstanding ordinary shares of the Registrant. |
| |
(3) |
Estimated in accordance
with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of
the high and low prices of the Registrant’s ordinary shares as reported on New York Stock
Exchange on January 9, 2024. |
| |
(4) |
Rounded up to the nearest
penny. |
Valens Semiconductor (NYSE:VLN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Valens Semiconductor (NYSE:VLN)
Historical Stock Chart
From Apr 2023 to Apr 2024
