Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of September 2023

Commission File Number: 001-40842

VALENS SEMICONDUCTOR LTD.

(Exact name of registrant as specified in its charter)

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

The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

TABLE OF CONTENTS

ITEM
99.1		Press Release dated September 11, 2023

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: September 11, 2023

Exhibit 99.1

Valens Semiconductor Empowers the Transformation of Radar Connectivity for ADAS Applications with its VA7000 MIPI A-PHY Compliant Chipsets

Valens Semiconductor and Smart Radar System (SRS) to showcase centralized processing and sensor fusion capabilities at AutoSens Brussels 2023

HOD HASHARON, Israel, September 11, 2023 - Valens Semiconductor (NYSE: VLN), a premier provider of high-performance connectivity solutions for the audio-video and automotive markets, today announced that it will be showcasing its automotive product suite and how it is transforming high-speed sensor connectivity at AutoSens Brussels 2023. The two companies will jointly showcase a demonstration dedicated to a new generation of centralized radars and sensor fusion capabilities for Advanced-Driver-Assistance-Systems (ADAS), with Valens Semiconductor’s VA7000 chipsets embedded in SRS’ Software Defined Imaging Radar.

The combined solution presents the automotive industry with significant advantages such as the use of substantially smaller radars and lower power consumption. It enables implementing a centralized processing radar, which is substantially more efficient and accurate than the traditional processing done at the edge device today. The VA7000’s A-PHY-compliant link that enables transferring high bandwidth data and controls, as well as an increased link reach, is an optimal solution for realizing the vision of central radar processing and sensor fusion.

“Valens Semiconductor is excited to partner with SRS to advance significant evolvement in radar connectivity for ADAS applications, and once again, present innovative connectivity solutions that can provide a leap forward for our automotive partners and customers,” said Gideon Kedem, SVP, Head of Automotive at Valens Semiconductor. “As the automotive industry undergoes a major transformation to sensor fusion, which leverages a combination of different sensor types – cameras, LiDARs and radars — to deliver data and functionality required by safety applications such as ADAS, our VA7000 chipsets are a perfect fit. This is a growing market opportunity that Valens Semiconductor is well prepared to serve.”

“The automotive radar industry has been seeking the most efficient connectivity technology to create a new generation of centralized radars,” said Yong-Jae Kim, CTO at Smart Radar System (SRS). “The VA7000 from Valens Semiconductor delivers an exceptional offering enabling effective high-speed connectivity in automotive safety. Now, radars can move away from including complex built-in processing at the edge to a much more efficient and powerful centralized radar architecture.”

To be showcased by Valens Semiconductor at AutoSens Brussels 2023:

Realizing the vision of centralized processing architecture for radars. Demonstrated at the show is an SRS radar aggregating raw data from 4 radar sensors (MMICs), over a single A-PHY link, to the centralized ECU. The MMIC's are controlled over the VA7000’s fast SPI interface, which supports an exceptional bitrate of up to 40Mbps. These advanced fast control capabilities have been an industry barrier in its quest to centralized radar processing.

Advanced time synchronization for superior driver monitoring. With a high-performance, highly configurable PWM (Pulse-width modulation) embedded within the VA7000 chipset series, Valens Semiconductor’s solution synchronizes between camera sensors and infra-red light, allowing for a cost-effective implementation of driver monitoring systems compared to competing solutions that require external programmable components.

A comprehensive set of demonstrations from companies in the expanding ecosystem for the MIPI A-PHY compliant VA7000 chipset series. This group will include Tier-1s, camera sensor companies, radar, LiDAR and ECU suppliers, component manufacturers, and testing equipment companies that are serving the growing demand for increased safety in today’s and tomorrow’s cars.

Join Valens Semiconductor at AutoSens Brussels 2023 (AutoWorld Museum, Brussels), September 19 - 23, 2023, at Stand Number 26, to learn more about the company’s latest innovations for audio-video connectivity. To schedule a meeting at the tradeshow, contact us through our website.

About Valens Semiconductor

Valens Semiconductor pushes the boundaries of connectivity by enabling high-performance connectivity for the Audio-Video and Automotive industries. Valens' HDBaseT® technology is the leading standard in the Audio-Video market with tens of millions of Valens' chipsets integrated into thousands of products in a wide range of applications. Valens' Automotive chipsets are deployed in systems manufactured by leading customers and are on the road in vehicles around the world. Valens is a key enabler of the evolution of ADAS and autonomous driving and its advanced technology is the basis for the MIPI A-PHY standard for high-speed in-vehicle connectivity. For more information, visit https://www.valens.com/.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our anticipated future results, including financial results, currency exchange rates, and contract wins, and future economic and market conditions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Valens Semiconductor’s (“Valens”) management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Valens Semiconductor.

These forward-looking statements are subject to a number of risks and uncertainties, including the cyclicality of the semiconductor industry; the effect of inflation and a rising interest rate environment on our customers and industry; the ability of our customers to absorb inventory; the effects of health epidemics, such as the recent global COVID-19 pandemic; the impact of the global pandemic caused by COVID-19 on our customers’ budgets and on economic conditions generally, as well as the length, severity of and pace of recovery following the pandemic; competition in the semiconductor industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors; if Valens fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand; disruptions in relationships with any one of Valens’ key customers; any difficulty selling Valens’ products if customers do not design its products into their product offerings; Valens’ dependence on winning selection processes; even if Valens succeeds in winning selection processes for its products, Valens may not generate timely or sufficient net sales or margins from those wins; sustained yield problems or other delays in the manufacturing process of products; our ability to effectively manage, invest in, grow, and retain our sales force, research and development capabilities, marketing team and other key personnel; our ability to timely adjust product prices to customers following price increase by the supply chain; our ability to adjust our inventory level due to reduction in demand due to inventory buffers accrued by customers; our expectations regarding the outcome of any future litigation in which we are named as a party; our ability to adequately protect and defend our intellectual property and other proprietary rights; the market price and trading volume of the Valens ordinary shares may be volatile and could decline significantly; political, economic, governmental and tax consequences associated with our incorporation and location in Israel; and those factors discussed in Valens’ Form 20-F filed with the SEC on March 1, 2023 under the heading “Risk Factors,” and other documents of Valens filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Valens does not presently know or that Valens currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Valens’ expectations, plans or forecasts of future events and views as of the date of this press release. Valens anticipates that subsequent events and developments may cause Valens’ assessments to change. However, while Valens may elect to update these forward-looking statements at some point in the future, Valens specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Valens’ assessment as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Valens Semiconductor Media Contact:

Yoni Dayan

Head of Communications

Valens Semiconductor Ltd.

Yoni.dayan@valens.com

Valens Semiconductor Investor Contacts:

Daphna Golden

Vice President Investor Relations

Valens Semiconductor Ltd.

investors@valens.com

Margaret Boyce

Financial Profiles, Inc.