Form SC 13E3 - Going private transaction by certain issuers

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

SEQUANS COMMUNICATIONS S.A.

(Name of the Issuer)

SEQUANS COMMUNICATIONS S.A.

(Name of Person(s) Filing Statement)

American Depositary Shares, each representing four (4) ordinary shares, nominal value €0.01 per share

Ordinary shares, nominal value €0.01 per share

(Title of Class of Securities)

817323207*

(CUSIP Number of Class of Securities)

Dr. Georges Karam

Chairman and Chief Executive Officer

Sequans Communications S.A.

15-55 boulevard Charles de Gaulle

92700 Colombes, France

+33 1 70 72 16 00

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

Brett Cooper, Esq.

Richard Vernon Smith, Esq.

Orrick, Herrington & Sutcliffe LLP

The Orrick Building

405 Howard Street

San Francisco, CA 94105

Telephone: (415) 773-5700

*	The CUSIP number is assigned to the Filing Company’s American Depositary Shares, each representing four (4) Ordinary Shares

This statement is filed in connection with (check the appropriate box):


a.	☐	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.	☐	The filing of a registration statement under the Securities Act of 1933.

c.	☒	A tender offer.

d.	☐	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits and annexes attached hereto (this “Schedule 13E-3”), is being filed by Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company” or “Sequans”), the issuer of the ordinary shares, nominal value €0.01 per share, of the Company (each, an “Ordinary Share” and, collectively, the “Ordinary Shares”), including American Depositary Shares representing Ordinary Shares (each American Depositary Share represents four Ordinary Shares) (each, an “ADS” and, collectively, the “ADSs”), and Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or rights to purchase, subscribe for, or be allocated Ordinary Shares (collectively, the “Company Shares”), that are the subject of the Rule 13e-3 transaction described below.

This Schedule 13E-3 relates to the tender offer by Renesas Electronics Europe GmbH, incorporated as a limited liability company under the laws of Germany (Gesellschaft mit beschränkter Haftung—GmbH) (“Purchaser”), a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), to acquire all of the outstanding Company Shares for U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS (each such amount, the “Offer Price”) in each case, payable net to the seller in cash, without interest, less any withholding taxes that may be applicable, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 11, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”) and in the accompanying Ordinary Share Acceptance Form (together with any amendments or supplements thereto, the “Ordinary Share Acceptance Form”) and American Depositary Share Letter of Transmittal (together with any amendments or supplements thereto, the “ADS Letter of Transmittal” and, together with the Offer to Purchase, the Ordinary Share Acceptance Form and other related materials, as each may be amended or supplemented from time to time, the “Offer”). The Offer to Purchase, Ordinary Share Acceptance Form and the ADS Letter of Transmittal are filed as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C) hereto, respectively, and are incorporated by reference herein. The Offer is described in a combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO with the Securities and Exchange Commission (the “SEC”) on September 11, 2023, by Parent and Purchaser (as amended or supplemented from time to time, the “Schedule TO”).

The Offer is being made pursuant to that certain Memorandum of Understanding, dated as of August 4, 2023, as amended by Amendment No. 1 to the Memorandum of Understanding, dated as of September 2, 2023 (as it may be further amended, restated or supplemented from time to time in accordance with its terms, the “Memorandum of Understanding”), by and between Sequans and Parent. The foregoing summary of the Offer and the Memorandum of Understanding is qualified in its entirety by the description contained in the Offer to Purchase and ADS Letter of Transmittal and by the Memorandum of Understanding. The Memorandum of Understanding and Amendment No. 1 to the Memorandum of Understanding are filed as Exhibits (e)(1) and (e)(2) to this Schedule 13E-3 and incorporated by reference herein. The Memorandum of Understanding is summarized under the heading “Special Factors—Memorandum of Understanding; Other Agreements—The Memorandum of Understanding” in the Offer to Purchase.

In response to the Offer, the Company filed a Solicitation/Recommendation Statement on Schedule 14D-9 on September 11, 2023 (together with any exhibits and annexes attached thereto, the “Schedule 14D-9”). The information contained in the Schedule 14D-9 and the Schedule TO, including the Offer to Purchase, and including all schedules, annexes and exhibits thereto, copies of which are attached as exhibits hereto, is expressly incorporated by reference to the extent such information is required in response to the items of this Schedule 13E-3, and is supplemented by the information specifically provided herein. The responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Schedule 14D-9 and the Offer to Purchase. All information contained in this Schedule 13E-3 concerning the Company, Parent and Purchaser has been provided by such person and not by any other person. All capitalized terms used in this Schedule 13E-3 without definition have the meanings ascribed to them in the Schedule 14D-9.

ITEM 1.

SUMMARY TERM SHEET.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

ITEM 2.

SUBJECT COMPANY INFORMATION.

(a) Name and Address

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 1. Subject Company Information—Name and Address”

(b) Securities

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 1. Subject Company Information—Securities”

(c) Trading Market and Price

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 6. Price Range of the ADSs”

(d) Dividends

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 6. Price Range of the ADSs”

(e) Prior Public Offerings

On March 15, 2022 and April 1, 2022, the Company issued and sold an aggregate of 26,666,668 Ordinary Shares (represented by 6,666,667 ADSs) and 4,000,000 Ordinary Shares (represented by 1,000,000 ADSs), respectively, in an underwritten public offering at a price to the public of U.S. $0.75 per Ordinary Share (U.S. $3.00 per ADS) for total net proceeds, before offering expenses, of U.S.$18.7 million and U.S.$2.8 million, respectively.

On December 14, 2020, the Company issued and sold an aggregate of 1,517,976 Ordinary Shares (represented by 379,494 ADSs) in an underwritten public offering at a price to the public of U.S. $1.375 per Ordinary Share (U.S. $5.50 per ADS) for total net proceeds, before offering expenses, to the Company of U.S. $2.0 million.

(f) Prior Stock Purchases

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Directors and Executive Officers of Sequans—Affiliated Ownership”

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and Address

The filing person is the subject company.

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Name and Address”

•

“Annex A—Business and Background of the Company’s Directors and Executive Officers” (attached to the Schedule 14D-9)

(b) Business and Background of Entities

Not applicable.

(c) Business and Background of Natural Persons

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Annex A—Business and Background of the Company’s Directors and Executive Officers” (attached to the Schedule 14D-9)

ITEM 4.

TERMS OF THE TRANSACTION.

(a) Material Terms

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Tender Offer”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Questions and Answers”

•

“Special Factors—Section 5. Effects of the Offer”

•

“Special Factors—Section 6. Memorandum of Understanding; Other Agreements”

•

“The Tender Offer—Section 1. Terms of the Offer”

•

“The Tender Offer—Section 2. Acceptance for Payment and Payment”

•

“The Tender Offer—Section 3. Procedures for Tendering into the Offer”

•

“The Tender Offer—Section 4. Withdrawal Rights”

•

“The Tender Offer—Section 5. Tax Considerations”

•

“The Tender Offer—Section 7. Possible Effects of the Offer on the Market for ADSs; NYSE Listing; Exchange Act Registration; Termination of the ADS Deposit Agreement; The Post-Offer Reorganization; Margin Regulations”

(c) Different Terms

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements”

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Directors and Executive Officers of Sequans—Interests of Certain Persons—Golden Parachute Compensation”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Sequans”

•

“Special Factors—Section 10. Interests of Certain Sequans Directors and Executive Officers in the Offer”

(d) Appraisal Rights

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 8. Additional Information—Appraisal Rights”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Questions and Answers—Am I entitled to appraisal rights in connection with the Offer?”

•

“Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

(e) Provisions for Unaffiliated Security Holders

The filing person has not made any provision in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person.

(f) Eligibility for Listing or Trading

Not applicable.

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) Transactions

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Sequans”

•

“Special Factors—Section 9. Certain Agreements between Parent and its Affiliates and Sequans”

•

“Special Factors—Section 10. Interests of Certain Sequans Directors and Executive Officers in the Offer”

(b) Significant Corporate Events

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements”

•

“Item 4. The Solicitation or Recommendation—Reasons”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 1. Background”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

(c) Negotiations or Contacts

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 1. Background”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

(e) Agreements Involving the Subject Company’s Securities

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Parent, Purchaser and Certain of Their Affiliates”

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Directors and Executive Officers of Sequans—Affiliated Ownership”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 9. Certain Agreements between Parent and its Affiliates and Sequans”

•

“Special Factors—Section 10. Interests of Certain Sequans Directors and Executive Officers in the Offer”

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(b) Use of Securities Acquired

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Tender Offer”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

(c)(1)-(8) Plans

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 2. Identify and Background of the Filing Person—Tender Offer”

•

“Item 7. Purposes of the Transaction and Plans or Proposals”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

•

“Special Factors—Section 5. Effects of the Offer”

•

ITEM 7.

PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) Purposes

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

•

“Item 7. Purposes of the Transaction and Plans or Proposals”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Special Factors—Section 1. Background”

•

“Special Factors— Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

(b) Alternatives

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

(c) Reasons

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

(d) Effects

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Tender Offer”

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Directors and Executive Officers of Sequans”

•

“Item 5. Persons/Assets Retained, Employed, Compensated or Used”

•

“Item 8. Additional Information”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

•

“Special Factors—Section 5. Effects of the Offer”

•

“Special Factors—Section 6. Memorandum of Understanding; Other Agreements”

•

“Special Factors—Section 7. Appraisal Rights; Rule 13e-3”

•

“The Tender Offer—Section 5. Tax Considerations”

•

ITEM 8.

FAIRNESS OF THE TRANSACTION.

(a) Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation”

•

“Item 4. The Solicitation or Recommendation—Reasons”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

•

“Special Factors—Section 3. The Recommendation by the Board of Directors of Sequans”

•

“Special Factors—Section 4. Position of Parent and Purchaser Regarding Fairness of the Offer”

(b) Factors Considered in Determining Fairness

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

•

“Item 4. The Solicitation or Recommendation—Opinion of Needham & Company, LLC”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Special Factors—Section 1. Background”

•

“Special Factors—Section 2. Purpose of and Reasons for the Offer; Plans for Sequans”

•

“Special Factors—Section 3. The Recommendation by the Board of Directors of Sequans”

•

“Special Factors—Section 4. Position of Parent and Purchaser Regarding Fairness of the Offer”

The information set forth in Exhibits (c)(1) – (c)(5) attached hereto is incorporated herein by reference.

(c) Approval of Security Holders

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Tender Offer”

•

“Item 8. Additional Information—Certain Shareholder Approvals Required in Connection with the Post-Offer Reorganization”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“The Tender Offer—Section 1. Terms of the Offer”

•

“Special Factors—Section 6. Memorandum of Understanding; Other Agreements”

(d) Unaffiliated Representative

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

No unaffiliated representative has been retained by a majority of directors who are not employees of the subject company to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of this transaction and/or preparing a report concerning the fairness of the transaction.

(e) Approval of Directors

The information set forth in the Schedule 14D-9 under the following heading is incorporated by reference:

•

“Item 4. The Solicitation or Recommendation—Solicitation or Recommendation—Recommendation of the Board”

The information set forth in the Offer to Purchase under the following heading is incorporated by reference:

•

“Special Factors—Section 3. The Recommendation by the Board of Directors of Sequans”

(f) Other Offers

Not Applicable.

ITEM 9.

REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal

The information set forth in Exhibits (c)(1) – (c)(5) attached hereto is incorporated herein by reference.

The information set forth in the Schedule 14D-9 under the following headings is incorporated by reference:

•

“Item 4. The Solicitation or Recommendation—Reasons”

•

“Item 4. The Solicitation or Recommendation—Opinion of Needham & Company, LLC”

•

“Item 5. Persons/Assets Retained, Employed, Compensated or Used”

(c) Availability of Documents

The reports, opinions or appraisals referenced in Item 9 of this Schedule 13E-3 are available for inspection and copying at the Company’s principal executive offices located at 15-55 boulevard Charles de Gaulle, 92700 Colombes, France, during regular business hours, by any interested holder of Ordinary Shares or ADSs of the Company or a representative of such interested holder of Ordinary Shares or ADSs who has been so designated in writing by such interested holder of Ordinary Shares or ADSs and at the expense of the requesting security holder.

ITEM 10.

SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) Source of Funds; Conditions

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 2. Identity and Background of Filing Person—Tender Offer”

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 10. Source and Amount of Funds”

(c) Expenses

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 5. Persons/Assets Retained, Employed, Compensated or Used”

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 14. Fees and Expenses”

(d) Borrowed Funds

Not applicable.

ITEM 11.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership

The information set forth in Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements”

•

“Item 6. Interest in Securities of the Subject Company”

(b) Securities Transactions

The information set forth in Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 6. Interest in Securities of the Subject Company”

The information set forth in the Offer to Purchase under the follow heading is incorporated herein by reference:

•

“Special Factors—Section 8. Transactions and Arrangements Concerning the Shares and Other Securities of Sequans”

ITEM 12.

THE SOLICITATION OR RECOMMENDATION.

(d) Intent to Tender or Vote in a Going-Private Transaction

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Parent, Purchaser and Certain of Their Affiliates”

•

“Item 3. Past Contacts, Transactions, Negotiations and Agreements—Arrangements with Directors and Executive Officers of Sequans—Affiliated Ownership”

•

“Item 4. The Solicitation or Recommendation—Reasons”

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“Special Factors—Section 6. Memorandum of Understanding; Other Agreements—Other Agreements—Tender and Support Agreements”

(e) Recommendations of Others

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 4. The Solicitation or Recommendation—Solicitation or Recommendation—Recommendation of the Board”

•

“Item 4. The Solicitation or Recommendation—Reasons”

The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference:

•

“Summary Term Sheet”

•

“Special Factors—Section 4. The Recommendation by the Board of Directors of Sequans”

•

“Special Factors—Section 6. Memorandum of Understanding; Other Agreements—Other Agreements—Tender and Support Agreements”

ITEM 13.

FINANCIAL STATEMENTS.

(a) Financial Information

The audited financial statements of the Company as of and for the fiscal years ended December 31, 2021 and December 31, 2022 are incorporated herein by reference to “Part III Item 17. Financial Statements” of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023.

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 8. Certain Information Concerning Sequans”

(b) Pro Forma Information

Not applicable.

ITEM 14.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 5. Persons/Assets Retained, Employed, Compensated or Used”

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 14. Fees and Expenses”

ITEM 15.

ADDITIONAL INFORMATION.

(b) Golden Parachute Payments

The information set forth in the Schedule 14D-9 under the following headings is incorporated herein by reference:

•

“Item 8. Additional Information—Golden Parachute Compensation”

(c) Other Material Information

The information set forth in the Schedule 14D-9 under the following heading is incorporated herein by reference:

•

“Item 8. Additional Information”

The information set forth in the Offer to Purchase under the following heading is incorporated herein by reference:

•

“The Tender Offer—Section 15. Miscellaneous”

ITEM 16.

EXHIBITS.

The following exhibits are filed herewith:


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase, dated September 11, 2023 (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Renesas Electronics Corporation and Renesas Electronics Europe GmbH with the SEC on September 11, 2023 (the “Schedule TO”)).

(a)(1)(B)		Form of Ordinary Share Acceptance Form (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO).

(a)(1)(C)		Form of ADS Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Form W-9) (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO).

(a)(1)(D)		ADS Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO).

(a)(1)(E)		ADS Form of Letter to Clients for Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO).

(a)(1)(F)		Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO).

(a)(1)(G)		Summary Newspaper Advertisement, as published in the New York Times on September 11, 2023 (incorporated by reference to Exhibit (a)(1)(K) to the Schedule TO).

(a)(2)(A)		Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on September 11, 2023).

(a)(2)(B)		Press Release, issued on August 16, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.1 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 16, 2023).

(a)(2)(C)		Letter to Sequans Employees, first used on August 16, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 16, 2023).


(a)(5)(A)*		Joint Press Release issued by Sequans Communications S.A and Renesas Electronics Corporation on September 11, 2023.

(a)(5)(B)		Joint Press Release issued by Sequans Communications S.A and Renesas Electronics Corporation on August 7, 2023 (incorporated by reference to Exhibit 99.2 of the Form 6-K filed by Sequans Communications S.A with the SEC on August 7, 2023).

(a)(5)(C)		Press release issued by Sequans Communications S.A on August 16, 2023 (incorporated by reference to Exhibit 99.1 of the Form 6-K filed by Sequans Communications S.A with the SEC on August 16, 2023).

(a)(5)(D)		Letter to Sequans Employees, first used on August 16, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 16, 2023).

(a)(5)(E)		Script for Investor Call, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(F)		Investor Presentation, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.3 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(G)		Letter to Sequans Employees, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.4 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(H)		Employee Slide Presentation, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.5 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(I)		Letter to Partners and Customers, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.6 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(J)		Partners and Customers Slide Presentation, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.7 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 7, 2023).

(a)(5)(K)		Works Council Information Memorandum, first used on August 7, 2023 by Sequans Communications S.A. (incorporated by reference to Exhibit 99.1 to the Schedule 14D-9C filed by Sequans Communications S.A. with the SEC on August 8, 2023).

(a)(5)(L)		Form of Amendment No. 1 to the Deposit Agreement dated as of May 14, 2018, by and between Sequans Communications S.A. and The Bank of New York Mellon, and all holders from time to time of American depositary receipts issued thereunder (incorporated by reference to Exhibit B to the Form F-6 filed by Sequans Communications S.A. with the SEC on September 11, 2023).

(c)(1)		Opinion of Needham & Company, LLC dated August 3, 2023 (incorporated by reference to Annex A to the Schedule 14D-9 filed by Sequans Communications S.A. with the SEC on September 11, 2023).

(c)(2)*		Presentation materials of Needham & Company, LLC provided to management of Sequans Communications S.A. on April 23, 2023.


(c)(3)*		Presentation materials of Needham & Company, LLC provided to the Special Committee of the Board of Directors of Sequans Communications S.A. on June 27, 2023.

(c)(4)*		Presentation materials of Needham & Company, LLC provided to the Board of Directors of Sequans Communications S.A. on July 25, 2023.

(c)(5)*		Presentation materials of Needham & Company, LLC provided to the Board of Directors of Sequans Communications S.A. on August 3, 2023.

(d)(1) †		Memorandum of Understanding, dated August 4, 2023 by and between Sequans Communications S.A and Renesas Electronics Corporation (incorporated by reference to Exhibit 99.1 of the Form 6-K filed by Sequans Communications S.A with the SEC on August 7, 2023).

(d)(2)*		Amendment No. 1 to Memorandum of Understanding, dated September 2, 2023, by and between Sequans Communications S.A. and Renesas Electronics Corporation.

(d)(3) †		Form of Tender and Support Agreement by and between Renesas Electronics and certain shareholders of Sequans Communications S.A. (incorporated by reference to Exhibit 99.3 of the Form 6-K filed by Sequans Communications S.A with the SEC on August 7, 2023).

(d)(4) †		Securities Purchase Agreement, dated December 22, 2021 (incorporated by reference to Exhibit 4.5 of the Form F-3 filed by Sequans Communications S.A with the Securities and Exchange Commission on May 5, 2023).

(d)(5)		Registration Rights Agreement, dated January 11, 2022 (incorporated by reference to Exhibit 4.6 of the Form F-3 filed by Sequans Communications S.A with the SEC on May 5, 2023).

(d)(6)		Right of First Notification Agreement, by and between Sequans Communications S.A and Renesas Electronics Corporation, dated January 11, 2022 (incorporated by reference to Exhibit (d)(6) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).

(d)(7) ††		LTE Technology Access and License Agreement, by and between Sequans Communications S.A and Renesas Electronics Corporation, dated September 3, 2022 (incorporated by reference to Exhibit (d)(7) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).

(d)(8) ††		5G Technology Access and License Agreement, by and between Sequans Communications S.A and Renesas Electronics Corporation, dated November 30, 2022 (incorporated by reference to Exhibit (d)(8) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).

(d)(9)††		IP License Agreement, by and between Sequans Communications S.A and Silicon and Software Systems Limited, a subsidiary of Renesas Electronics Corporation, dated October, 2010 (incorporated by reference to Exhibit (d)(9) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).

(d)(10)		Nondisclosure Agreement, by and between Sequans Communications S.A and Renesas Electronics Corporation, dated March 7, 2023 (incorporated by reference to Exhibit (d)(10) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).

(f)		Section 327(f) AktG (German Stock Corporation Act) and Section 2 SpruchG (German Appraisal Proceedings Act) (incorporated by reference to Schedule III to the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO filed by Renesas Electronics Corporation with the SEC on September 11, 2023).


107		Filing Fee Table

*	Filed herewith.

†	Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

††	Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-3 is true, complete and correct.

Dated: September 11, 2023


SEQUANS COMMUNICATIONS S.A.

By:		/s/ Dr. Georges Karam
Name:		Dr. Georges Karam
Title:		Chief Executive Officer and Chairman

Exhibit (a)(5)(a)

Renesas Commences Tender Offer

for All Outstanding Shares and ADSs of Sequans

Shareholders to Receive U.S. $0.7575 per Ordinary Share and U.S. $3.03 per ADS in cash

TOKYO, Japan and PARIS, France – September 11, 2023 – Renesas Electronics Corporation (TSE: 6723, “Renesas”) and Sequans Communications S.A. (NYSE: SQNS, “Sequans”) today announced that Renesas has commenced the previously-announced tender offer to acquire all of the outstanding ordinary shares of Sequans for $0.7575 per ordinary share and American Depositary Shares (“ADSs”) of Sequans for $3.03 per ADS (each ADS representing four ordinary shares) in cash, without interest and less any applicable withholding taxes.

The tender offer is being made pursuant to the memorandum of understanding between Renesas and Sequans dated August 4, 2023, as amended. As previously announced on August 16, 2023, the Sequans Board of Directors determined that the Renesas offer is consistent with and will further the business objectives and goals of Sequans, and is in the best interests of Sequans, its employees, and its shareholders, and recommends that all holders of ordinary shares and ADSs accept Renesas’ offer and tender their outstanding shares and/or ADSs to Renesas.

The tender offer is scheduled to expire at one minute after 11:59 P.M. (New York City time) on October 6, 2023, unless extended or terminated. The closing of the tender offer is subject to the valid tender of ordinary shares and ADSs of Sequans representing – together with ordinary shares and ADSs of Sequans beneficially owned by Renesas, if any – at least 90% of the fully diluted ordinary shares and ADSs, as well as confirmation of tax treatment from relevant authorities, regulatory approvals and other customary closing conditions.

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. The leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube and Instagram.

About Sequans Communications

Sequans Communications S.A. (NYSE: SQNS) is a leading developer and supplier of cellular IoT connectivity solutions, providing chips and modules for 5G/4G massive and broadband IoT. For 5G/4G massive IoT applications, Sequans provides a comprehensive product portfolio based on its flagship Monarch LTE-M/NB-IoT and Calliope Cat 1 chip platforms, featuring industry-leading low power consumption, a large set of integrated functionalities, and global deployment capability. For 5G/4G broadband IoT applications, Sequans offers a product portfolio based on its Cassiopeia Cat 4/Cat 6 4G and high-end Taurus 5G chip platforms, optimized for low-cost residential, enterprise, and industrial applications. Founded in 2003, Sequans is based in Paris, France with additional offices in the United States, United Kingdom, Israel, Hong Kong, Singapore, Finland, Taiwan, South Korea, and China. Visit Sequans online at http://www.sequans.com/, and follow us on Facebook, Twitter and LinkedIn.

Advisors

BofA Securities is serving as financial advisor to Renesas, and Goodwin Procter LLP is serving as legal counsel. Needham & Company is serving as financial advisor to Sequans, and Orrick, Herrington & Sutcliffe LLP is serving as legal counsel.

Important Additional Information and Where to Find It

In connection with the proposed acquisition of Sequans Communications S.A. (“Sequans”) by Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), Parent commenced a tender offer for all of the outstanding ordinary shares, including American Depositary Shares of Sequans, on September 11, 2023. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities of Sequans. It is also not a substitute for the tender offer materials that Renesas Electronics Europe GmbH, a direct wholly owned subsidiary of Parent (“Purchaser”) filed with the Securities and Exchange Commission (the “SEC”) or the solicitation/recommendation statement that Sequans filed on Schedule 14D-9 with the SEC upon commencement of the tender offer. Purchaser filed tender offer materials on Schedule TO with the SEC, and Sequans filed a Solicitation/Recommendation Statement on Schedule 14D-9 and a Schedule 13E-3 transaction statement with respect to the tender offer with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND TRANSACTION STATEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND BE CONSIDERED BY SEQUANS’ SECURITYHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials and the solicitation/recommendation statement and transaction statement will be made available to Sequans’ investors and security holders free of charge. A free copy of the tender offer materials and the solicitation/recommendation statement will also be made available to all of Sequans’ investors and security holders by contacting Sequans at ir@sequans.com, or by visiting Sequans’ website (www.sequans.com). In addition, the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Sequans with the SEC) will be available at no charge on the SEC’s website (www.sec.gov) upon filing with the SEC. SEQUANS’ INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS, THE SOLICITATION/RECOMMENDATION STATEMENT AND THE TRANSACTION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY PARENT OR SEQUANS WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, PARENT AND SEQUANS.

Cautionary note regarding forward-looking statements

This announcement may contain certain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations and business of Renesas and/or Sequans and/or the combined group following completion of the transaction and certain plans and objectives of Renesas with respect thereto. These forward-looking statements include, but are not limited to, statements regarding the satisfaction of conditions to the completion of the proposed transaction and the expected completion of the proposed transaction, the timing and benefits thereof, as well as other statements that are not historical fact. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as “anticipate,” “target,” ”continue,” “estimate,” “expect,” ‘‘forecast,” “intend,” “may,” “plan,” “goal,” “believe,” “hope,” “aims,” “continue,” “could,” “project,” “should,” “will” or other words of similar meaning. These statements are based on assumptions and assessments made by Renesas and/or Sequans (as applicable) in light of their experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Such risks and uncertainties include, but are not limited to, the potential

failure to satisfy conditions to the completion of the proposed transaction due to the failure to receive a sufficient number of tendered shares in the tender offer; the failure to obtain necessary regulatory or other approvals; the outcome of legal proceedings that may be instituted against Sequans and/or others relating to the transaction; the possibility that competing offers will be made; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; significant or unexpected costs, charges or expenses resulting from the proposed transaction; and negative effects of this announcement or the consummation of the proposed acquisition on the market price of Sequans’ ADS and ordinary shares. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. A more complete description of these and other material risks can be found in Sequans’ filings with the SEC, including its annual report on Form 20-F for the year ended December 31, 2022, subsequent filings on Form 6-K and other documents that may be filed from time to time with the SEC, as well as, the Schedule TO and related tender offer documents filed by Parent and Purchaser and the Schedule 14D-9 and Schedule 13E-3 filed by Sequans. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Neither Renesas nor Sequans undertakes any obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by applicable law.

No member of the Renesas group or the Sequans group nor any of their respective associates, directors, officers, employers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Except as expressly provided in this announcement, no forward-looking or other statements have been reviewed by the auditors of the Renesas group or the Sequans group. All subsequent oral or written forward-looking statements attributable to any member of the Renesas group or the Sequans group, or any of their respective associates, directors, officers, employers or advisers, are expressly qualified in their entirety by the cautionary statement above.

###

All names of products or services mentioned in this press release are trademarks or registered trademarks of their respective owners.

Media Contacts:

Renesas Electronics Corporation

Akiko Ishiyama

+ 1-408-887-9006

pr@renesas.com

Sequans Communications S.A.

Kimberly Tassin

+1-425-736-0569

Kimberly@Sequans.com

Investor Relations Contacts:

Renesas Electronics Corporation

Yuuki Oka

+81 3-6773-3002

ir@renesas.com

Sequans Communications S.A.

Kim Rogers

+1-541-904-5075

Kim@HaydenIR.com

Exhibit (c)(2) Project Sequoia – Materials for Discussion DRAFT, PRELIMINARY, AND SUBJECT TO CONFIRMATION & MATERIAL REVISION April 23, 2023 STRICTLY PRIVATE & CONFIDENTIAL

- DRAFT AND SUBJECT TO CHANGE - Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation is subject to the assumptions, qualifications and limitations set forth herein. This presentation is for discussion purposes only. It is not a recommendation as to how any Board member should vote, and does not carry any right of publication or disclosure. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Needham & Company, LLC. ▪ The information contained in this material is based on information obtained from the Company and other sources. Needham & Company, LLC has relied upon the accuracy and completeness of the foregoing information and has neither attempted to verify independently nor assumed responsibility for verifying any of such information. Any financial estimates and projections contained herein have been prepared by management or are based upon such estimates and projections, and involve numerous and significant subjective determinations, which may or may not be correct, and we have assumed that such estimates and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management or represent reasonable estimates. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company and, accordingly, Needham & Company, LLC takes no responsibility for the accompanying material when used by persons other than the Board of Directors. ▪ Nothing contained herein should be construed as tax, accounting, or legal advice. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 1

- DRAFT AND SUBJECT TO CHANGE - Table of Contents Section 1 Valuation Analysis and Considerations Appendix A WACC Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 2

- DRAFT AND SUBJECT TO CHANGE - Valuation Analysis and Considerations NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 3

- DRAFT AND SUBJECT TO CHANGE - Sequoia Whole Company Forecast (Chip Only) Sequoia Pro-Forma Annual Income Statement Sequoia Pro-Forma Quarterly Income Statement (in $000) 2022A 2023E 2024E 2025E Revenue Massive IoT $ 21,986.0 $ 19,204.1 $ 62,012.6 $ 110,519.8 Broadband IoT 987.9 3,091.7 8,824.9 29,483.4 IP & Services 37,577.1 28,943.4 26,010.7 17,535.0 Total Revenue 60,551.0 51,239.2 9 6,848.2 157,538.3 Note: Pre-Chip Conversion Product Revenue Est. 30,674.8 107,247.4 210,185.4 Cost of Revenue Variable Product Cost (13,999.7) (11,574.7) (34,542.1) (63,329.8) Fixed Cost (1,269.6) (1,144.8) (1,180.4) (1,184.0) Cost of Services (2,222.0) (2,376.0) (2,376.0) (756.0) Total Cost of Revenue (17,491.3) (15,095.5) (38,098.4) (65,269.8) Gross Profit 4 3,059.8 36,143.7 5 8,749.8 92,268.5 Variable Product Gross Profit Margin 39.1% 48.1% 51.2% 54.8% Product Gross Profit Margin 33.5% 43.0% 49.6% 53.9% Total Gross Profit Margin 71.1% 70.5% 60.7% 58.6% Operating Expenses General & Administrative (6,791.8) (6,415.9) (6,615.9) (6,633.7) Sales & Marketing (8,406.7) (9,996.1) (10,292.8) (10,347.2) Research & Development (21,286.1) (26,325.7) (30,109.6) (31,078.7) OverHead (5,748.0) (5,786.9) (5,928.5) (5,935.6) Total Operating Expenses (42,232.7) (48,524.6) (52,946.9) (53,995.2) 0 0 0 0 Operating Profit $ 827.1 $ (12,380.9) $ 5,802.9 $ 38,273.3 Operating Profit Margin 1.4% (24.2%) 6.0% 24.3% Notes: Source: Information provided by management NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 4

- DRAFT AND SUBJECT TO CHANGE - Summary of Valuation Methodologies ▪ In preparing the following preliminary valuation, Needham considered the following ➢ Selected Public Companies: Wireless / Connectivity / IoT-Centric Peers ➢ Selected M&A Transactions: Valuation is capped by applying transaction multiple to historical financial results; doesn’t represent full value and future potential upside post acquisition (included for illustrative purposes) ➢ Discounted Cash Flow Analysis: intrinsic valuation analysis performed based on Company’s financial statement estimates; reflects opportunity to unlock long term value NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 5

- DRAFT AND SUBJECT TO CHANGE - Selected Public Companies Enterprise Value / % of $ in millions Revenue Gross Profit Revenue Growth Gross Margin 4/21/2023 52-week Equity Enterprise Company Price High Value Value CY'23E CY'24E CY'25E CY'23E CY'24E CY'25E 23E/22A 24E/23E 2023E 2024E Wireless / Connectivity / IoT-Centric Companies Analog Devices, Inc. $ 186.34 94% $ 94,260.6 $ 99,133.3 7.8x 7.5x NA 10.6x 10.3x NA 5.3% 2.8% 73.5% 73.4% Infineon Technologies 38.01 92% 49,640.9 51,518.2 2.9x 2.7x 2.5x 6.4x 6.1x 5.5x 15.1% 7.4% 45.3% 44.6% Microchip Technology Inc. 76.80 89% 42,070.7 48,370.5 5.6x 5.5x 5.0x 8.3x 8.0x NA 7.4% 1.7% 67.7% 68.9% Nordic Semiconductor 10.89 53% 2,099.0 1,719.9 2.5x 2.0x 1.7x 4.7x 3.9x 3.2x (9.7)% 21.3% 51.7% 51.6% NXP Semiconductors 169.82 87% 44,071.6 51,682.6 4.2x 3.8x 3.6x 7.2x 6.6x 6.1x (6.1)% 8.3% 57.8% 58.0% Qorvo Inc. 92.95 77% 9,284.7 10,389.5 3.1x 2.8x 2.4x 6.9x 5.8x 4.8x (12.6)% 12.1% 45.2% 47.5% Semtech Corporation 20.70 32% 1,322.1 2,426.9 2.4x 2.0x NA 4.9x 4.0x NA 33.2% 20.0% 49.3% 50.2% Silicon Laboratories Inc. 166.50 86% 5,311.2 4,648.8 4.4x 3.8x 3.1x 7.1x 6.5x 5.4x 4.1% 15.4% 61.3% 58.4% Skyworks Solutions Inc. 106.72 87% 16,965.7 18,162.9 3.6x 3.3x NA 7.0x 6.4x NA (4.9)% 9.1% 51.2% 50.7% STMicroelectronics 47.42 89% 43,175.6 41,428.6 2.4x 2.3x 2.1x 5.1x 4.9x 4.5x 7.0% 4.8% 46.7% 47.1% Synaptics Inc. 95.13 55% 3,747.7 3,868.7 2.6x 2.3x NA 4.4x 4.1x NA (5.7)% 10.5% 58.9% 57.1% Mean 3.8x 3.5x 2.9x 6.6x 6.1x 4.9x 3.0% 10.3% 55.3% 55.2% Median 3.1x 2.8x 2.5x 6.9x 6.1x 5.1x 4.1% 9.1% 51.7% 51.6% Sequoia $ 2.47 60% $ 118.4 $ 154.4 2.8x 1.8x 1.9x 4.2x 2.8x 3.6x (10.0)% 61.4% 67.4% 61.8% Aggregate Mean 3.7x 3.3x 2.8x 6.4x 5.8x 4.7x 1.9% 14.6% 56.3% 55.8% Aggregate Median 3.0x 2.7x 2.4x 6.6x 5.9x 4.8x (0.4)% 9.8% 54.7% 54.3% Notes: Source: FactSet Research Systems, SEC Filings Market statistics reflect closing stock price on April 21, 2023 ‘NM’ for multiples that exceed 75x, ‘NEG’ for multiples that are below zero and ‘NA’ for unavailable or insufficient information NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 6

- DRAFT AND SUBJECT TO CHANGE - Selected M&A Transactions ($ in Millions) Announce Enterprise Enterprise Value / Date Target Acquirer Value LTM Revenue 8/2/2022 Sierra Wireless, Inc. Semtech Corporation $ 1,263 2.3x 11/4/2021 Neophotonics Corporation Lumentum Holdings Inc. 858 3.1x 10/28/2021 Celeno Communications Renesas Electronics Corp. 315 8.5x 8/30/2021 DSP Group, Inc. Synaptics, Inc. 480 3.8x 7/14/2021 Coretex Eroad 133 4.0x 5/25/2021 Telit Communications Limited DBAY Advisors Limited 418 NA 4/22/2021 Silicon Laboratories Inc. (Infrastructure & Automotive Business) Skyworks Solutions Inc. 2,750 7.1x 4/8/2021 ORBCOMM Inc. GI Partners, L.L.C. 1,089 4.4x 2/7/2021 Dialog Semiconductor Plc Renesas Electronics Corp. 5,461 4.1x 1/14/2021 Acacia Communications, Inc. Cisco Systems, Inc. 4,190 11.3x 7/17/2020 DisplayLink Corp. Synaptics, Inc. 305 3.2x 7/7/2020 Broadcom, Inc. (Wireless Internet of Things Business) Synaptics, Inc. 250 3.8x 4/1/2020 Thingstream Ltd. u-blox AG 10 NA 2/20/2020 Adesto Technologies Dialog Semiconductor 433 3.7x 5/29/2019 Marvell Technology Group Ltd. (Wireless Connectivity Business) NXP Semiconductors NV 1,760 5.9x 5/6/2019 Aquantia Corp. Marvell Technology Inc. 450 4.1x 3/27/2019 Quantenna Communications Inc. ON Semiconductor Corporation 934 4.2x 11/9/2018 Finisar Corporation II-VI Incorporated 4,806 3.7x 10/30/2018 Electro Scientific Industries, Inc. MKS Instruments, Inc. 987 2.4x 9/10/2018 Integrated Device Technology, Inc. Renesas Electronics Corp. 6,686 7.6x 3/12/2018 Oclaro, Inc. Lumentum Holdings Inc. 1,510 2.5x 1/23/2018 Sigma Designs, Inc. (Z-Wave Business) Silicon Laboratories, Inc. 243 NA 12/17/2017 Gemalto N.V. Thales S.A. 6,614 1.9x 9/22/2017 Imagination Technologies Canyon Bridge Capital Partners 749 4.0x 8/28/2017 IXYS Littelfuse 726 2.2x 3/19/2017 Exar MaxLinear 464 4.2x 2/13/2017 GigPeak Integrated Device Technology 227 3.9x 11/21/2016 Applied Micro Circuits MACOM Technology Solutions 683 4.1x Notes: Source: FactSet Research Systems, 451 Research, SEC Filings, Company Press Releases ‘NM’ for multiples that exceed 75x, ‘NEG’ for multiples that are below zero and ‘NA’ for unavailable or insufficient information NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 7

- DRAFT AND SUBJECT TO CHANGE - Selected M&A Transactions (Cont.) ($ in Millions) Announce Enterprise Enterprise Value / Date Target Acquirer Value LTM Revenue 3/16/2016 ROFIN-SINAR Technologies, Inc. Coherent, Inc. $ 816 1.6x 2/23/2016 Newport Corporation MKS Instruments, Inc. 980 1.6x 9/30/2015 Ezchip Semiconductor Mellanox Technologies 607 5.8x 9/3/2015 Pericom Semiconductor Diodes 291 2.3x 5/7/2015 Micrel Microchip Technology 743 3.1x 3/18/2015 Vitesse Semiconductor Microsemi 356 3.3x 3/12/2015 Integrated Silicon Solutions Investor Consortium 677 2.1x 2/25/2015 Emulex Avago 577 1.4x 2/3/2015 Entropic Communications MaxLinear 183 1.0x 1/27/2015 Silicon Image Lattice Semiconductor 444 1.7x 11/19/2014 Oplink Communications, Inc. Koch Industries, Inc. 322 1.6x 4/29/2013 Telular Corporation Avista Capital Partners 253 2.8x 6/5/2012 Miranda Technologies Inc. Belden Inc. 331 1.8x 75th Percentile 4.2x Mean 3.7x Median 3.5x 25th Percentile 2.2x Notes: Source: FactSet Research Systems, 451 Research, SEC Filings, Company Press Releases ‘NM’ for multiples that exceed 75x, ‘NEG’ for multiples that are below zero and ‘NA’ for unavailable or insufficient information NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 8

- DRAFT AND SUBJECT TO CHANGE - Discounted Cash Flow – Revenue Multiple Discounted Cash Flow Analysis ($ in millions) Fiscal Year Ending December 31, 2022E 2023E 2024E 2025E Operating Profit $ (12.4) $ 5.8 $ 38.3 PRESENT VALUE CALCULATION ($ in millions) Revenue Discount Rate Multiple 15.5% 17.0% 18.5% 20.0% (1)(2) Present Value of Free Cash Flows $ 19.3 $ 18.4 $ 17.6 $ 16.8 Plus: Present Value of Terminal Value 1.0x $ 106.8 $ 103.1 $ 99.6 $ 96.3 Based on multiple of FY2025 Revenue of $157.5M 1.5x 160.1 154.7 149.5 144.5 2.0x 213.5 206.2 199.3 192.6 2.5x 266.9 257.8 249.1 240.8 3.0x 320.3 309.3 298.9 288.9 Equals: Implied Enterprise Value 1.0x $ 126.0 $ 121.5 $ 117.2 $ 113.1 Based on multiple of FY2025 Revenue of $157.5M 1.5x 179.4 173.1 167.0 161.2 2.0x 232.8 224.6 216.8 209.4 2.5x 286.2 276.2 266.6 257.5 3.0x 339.6 327.7 316.5 305.7 Implied Equity Value 1.0x $ 90.1 $ 85.5 $ 81.2 $ 77.1 Based on $10.7M of Cash & $46.7M of Debt 1.5x 143.4 137.1 131.0 125.2 2.0x 196.8 188.6 180.8 173.4 2.5x 250.2 240.2 230.7 221.5 3.0x 303.6 291.8 280.5 269.7 Notes: Source: Financials provided by management Present value as of April 21, 2023 Based on 2023E – 2025E operating profit NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 9

- DRAFT AND SUBJECT TO CHANGE - Implied Valuation of Sequoia Whole Company (Chip Only Scenario) 2023E Revenue $ 159 $ 192 (3.1x - 3.8x) LTM Revenue ('24 Multiples) $ 197 $ 246 (2.8x - 3.5x) 2023E Revenue $ 178 $ 189 (3.5x - 3.7x) 2025E Revenue $ 167 $ 276 (1.1x - 1.8x) $50 $100 $150 $200 $250 $300 Notes: Source: FactSet Research Systems, SEC Filings, Financials Provided by Management Market statistics reflect closing stock price on April 21, 2023 LTM Revenue as of June 30, 2024 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 10 Discounted Cash Selected Precedent Selected Wireless / Connectivity / IoT- Flow Analysis Transactions Centric Companies

- DRAFT AND SUBJECT TO CHANGE - Premia Paid Analysis – Technology Transaction Between $100M and $1B ($ in millions) Selected Technology M&A Transactions Between $100M and $1B, Last Two Years Announce Equity Enterprise Offer Price % Premium Date Acquirer Company Target Company Value Value 1-Day 5-Days 30-Days 60-Days 90-Days a 2/8/23 Wavenet Ltd. AdEPT Technology Group Plc $ 60.4 $ 103.0 74.8% 74.8% 96.1% 78.7% 82.7% 1/3/23 First Brands Group LLC Horizon Global Corp. 48.5 402.5 350.1% 207.0% 236.5% 165.2% (8.9%) Alpha Private Equity; Peninsula Capital 12/7/22 Prima Industrie SpA 108.1 360.8 1.0% 1.0% 1.8% 2.5% 5.0% Advisors; Private Groups 11/9/22 Carlyle Japan Asset Management Uzabase, Inc. 382.2 358.3 74.6% 101.3% 129.7% 110.7% 78.6% 11/8/22 Carlyle Japan Asset Management Totoku Electric Co. Ltd. 260.6 198.8 157.0% 157.2% 156.5% 152.1% 146.1% 11/1/22 Voya Financial, Inc. Benefitfocus, Inc. 362.0 582.7 48.9% 66.9% 56.3% 54.4% 25.9% Thoma Bravo; Sunstone Partners; Private 10/27/22 UserTesting, Inc. 1,101.4 951.4 94.3% 111.9% 90.8% 68.9% 49.4% Groups 10/26/22 K1 Investment Management LLC ELMO Software Ltd. 309.1 323.5 47.0% 55.9% 61.7% 64.4% 98.8% 9/29/22 Accenture Japan Ltd. Albert, Inc. 283.8 259.8 126.4% 120.9% 108.2% 103.8% 68.7% Insight Venture Management; GTCR; 9/6/22 ChannelAdvisor Corp. 668.0 588.8 57.1% 52.8% 55.6% 60.4% 66.8% Sycamore Partners; CommerceHub, Inc. 8/16/22 Danawa Co., Ltd. KoreaCenter Co., Ltd. 500.8 503.3 (2.0%) 5.0% 18.1% 10.7% (21.5%) 8/15/22 Thoma Bravo LP Nearmap Ltd. 746.2 685.9 39.1% 41.9% 89.2% 101.9% 43.8% 8/8/22 Nordson Corp. CyberOptics Corp. 401.0 383.1 31.4% 34.7% 53.8% 24.9% 24.8% Convey Health Solutions Holdings, 6/21/22 TPG Capital LLC 194.5 1,038.4 143.1% 161.2% 88.5% 75.6% 46.4% Inc. 6/20/22 Aareon AG Momentum Software Group AB 163.7 154.1 71.4% 61.5% 54.0% 40.9% 25.6% 6/2/22 Apax Partners LLP EcoOnline Holding AS 399.2 404.3 68.5% 64.9% 58.5% 61.3% 23.0% 5/25/22 Thoma Bravo LP Mercell Holding AS 330.2 491.8 109.7% 111.8% 110.0% 104.2% 4.0% Notes: Source: FactSet Research Systems NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 11

- DRAFT AND SUBJECT TO CHANGE - Premia Paid Analysis – Technology Transaction Between $100M and $1B (Cont.) ($ in millions) Selected Technology M&A Transactions Between $100M and $1B, Last Two Years Announce Equity Enterprise Offer Price % Premium Date Acquirer Company Target Company Value Value 1-Day 5-Days 30-Days 60-Days 90-Days a 5/9/22 Concentrix Corp. ServiceSource International, Inc. $ 150.4 $ 159.1 47.1% 37.6% 14.5% 19.0% 52.5% 5/5/22 Latécoère SA Avcorp Industries, Inc. 31.8 109.3 22.2% 22.2% 29.4% 46.7% 69.2% 4/29/22 GI Manager LP GTY Technology Holdings, Inc. 376.7 395.1 122.6% 138.6% 72.1% 41.9% 8.2% Accel-KKR; Briarwood Chase Management; 4/14/22 Basware Oyj 493.5 554.5 94.7% 93.7% 80.6% 77.4% 30.0% Long Path Partners; Private Groups 4/11/22 Pfizer Australia Holdings Pty Ltd. ResApp Health Ltd. 133.3 130.9 131.1% 147.6% 210.4% 184.9% 220.0% 4/6/22 Turn/River Management LP Tufin Software Technologies Ltd. 500.4 438.2 44.0% 44.8% 56.8% 48.8% 54.7% 2/14/22 Murata Electronics North America, Inc. Resonant, Inc. 289.9 282.8 262.9% 216.9% 163.2% 144.6% 74.4% 1/31/22 Agrico Acquisition Corp. Kalera AS 191.6 191.6 0.0% 12.5% (28.1%) (36.3%) (72.6%) Alpha Luck Industrial; AKM Meadville 1/14/22 AKM Industrial Co., Ltd. 230.0 380.6 (5.9%) (7.8%) (10.0%) (6.3%) 80.4% Electronics.; Private Groups Clayton Dubilier & Rice LLC; Vera Whole 1/5/22 Castlight Health, Inc. 335.5 278.7 25.0% 36.7% 21.3% 30.6% 12.6% Health, Inc. 12/16/21 NAT GAMES Co., Ltd. Nexon GT Co., Ltd. 550.7 493.5 2.3% 17.8% 46.3% 81.2% 60.5% 11/8/21 Open Text Corp. Zix Corp. 482.7 789.9 (2.7%) 3.7% 15.2% 14.7% 19.0% 11/4/21 Lumentum Holdings, Inc. NeoPhotonics Corp. 859.0 815.3 38.9% 62.3% 77.0% 64.3% 56.4% 75th Percentile $ 495.2 $ 561.5 112.9% 114.1% 99.1% 102.4% 70.5% Mean 364.8 427.0 75.8% 75.2% 73.8% 66.4% 47.5% Median 332.8 389.1 53.0% 61.9% 60.1% 62.8% 47.9% 25th Percentile 184.6 244.6 24.3% 31.6% 27.4% 29.1% 17.4% Notes: Source: FactSet Research Systems NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 12

- DRAFT AND SUBJECT TO CHANGE - Appendix A: WACC Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 13

- DRAFT AND SUBJECT TO CHANGE - WACC Analysis Sequoia Levered Beta Unlevered Beta 0.75 Debt / Equity Ratio 30.4% (1) 21.0% Marginal Tax Rate (2) 0.93 Levered Beta Cost of Capital Calculation (3) 6.00% Equity Market Risk Premium (x) Sequoia Levered Beta 0.93 Adjusted Equity Market Risk Premium 5.58% (4) 3.57% (+) U.S. Risk Free Rate (5) 6.37% (+) Size Premium Cost of Equity 15.52% Equity % in the Capital Structure 76.7% Debt % in the Capital Structure 23.3% Weighted Average Cost of Capital 15.52% Notes: (1) Assumed capital structure based on industry average for comparable public companies (2) Assumes tax rate of 21.0% (3) Calculated as Relevered Beta = Unlevered Beta x (1 + ((1 – Tax Rate) x (Debt/Equity))) (4) Source: Kroll (fka Duff & Phelps) as of April 21, 2023 (5) US Treasury; Represents current yield on 10-year Treasury Bonds as of April 21, 2023 (6) Source: Kroll (fka Duff & Phelps); represents size-related risk premium of companies with market capitalizations between $79M and $124M NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 14

Exhibit (c)(3) Project Sequoia – Materials for Discussion DRAFT, PRELIMINARY, AND SUBJECT TO CONFIRMATION & MATERIAL REVISION June 27, 2023 STRICTLY PRIVATE & CONFIDENTIAL

- DRAFT AND SUBJECT TO CHANGE - Sequoia – Premium Analysis 6/23/2023 6/26/2023 Bid / Proposal Volume Weighted Average Price as of June 23, 2023 VWAP Price Company Price Price Price 1-Day 5-Days 10-Days 30-Days 60-Days 90-Days a Sequoia $ 2.15 $ 2.16 $ 3.03 $ 2.21 $ 2.25 $ 2.24 $ 2.22 $ 2.23 $ 2.25 Premium at $3.03 per Share Offer 40.9% 40.3% NA 37.4% 34.7% 35.5% 36.4% 35.8% 34.7% 6/23/2023 6/26/2023 Bid / Proposal Volume Weighted Average Price as of June 26, 2023 VWAP Price Company Price Price Price 1-Day 5-Days 10-Days 30-Days 60-Days 90-Days a Sequoia $ 2.15 $ 2.16 $ 3.03 $ 2.19 $ 2.24 $ 2.23 $ 2.22 $ 2.25 $ 2.25 Premium at $3.03 per Share Offer 40.9% 40.3% NA 38.5% 35.4% 35.9% 36.6% 34.7% 34.8% Notes: Source: FactSet Research Systems, SEC Filings Market statistics reflect closing stock price on June 26, 2023 ‘NM’ for multiples that exceed 75x, ‘NEG’ for multiples that are below zero and ‘NA’ for unavailable or insufficient information NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL

DRAFT Exhibit (c)(4) Project Sting Presentation to the Board of Directors of Sting July 25, 2023 STRICTLY PRIVATE & CONFIDENTIAL

DRAFT Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation is subject to the assumptions, qualifications and limitations set forth herein. This presentation is for discussion purposes only. It is not a recommendation as to how any Board member should vote, and does not carry any right of publication or disclosure. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Needham & Company, LLC. ▪ The information contained in this material is based on information obtained from the Company and other sources. Needham & Company, LLC has relied upon the accuracy and completeness of the foregoing information and has neither attempted to verify independently nor assumed responsibility for verifying any of such information. Any financial estimates and projections contained herein have been prepared by management or are based upon such estimates and projections, and involve numerous and significant subjective determinations, which may or may not be correct, and we have assumed that such estimates and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management or represent reasonable estimates. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company and, accordingly, Needham & Company, LLC takes no responsibility for the accompanying material when used by persons other than the Board of Directors. ▪ Nothing contained herein should be construed as tax, accounting, or legal advice. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 1

DRAFT Table of Contents Section 1 Selected Public Companies Analysis Section 2 Selected Transactions Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 2

DRAFT Selected Public Companies Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 3

DRAFT Selected Public Companies Analysis – Margin Data ($ in millions) Last Twelve Months LTM Margin Analysis '23E / '24E '24E / '25E CY '24E CY '25E Gross Adjusted Gross Adjusted Revenue Revenue Adj. EBITDA Adj. EBITDA Company Revenue Profit EBITDA Profit EBITDA Growth Growth Margin Margin Selected Companies (1) $ 1,104.8 $ 635.5 $ 327.2 57.5% 29.6% 9.8% 21.8% 30.2% 30.9% (2) 693.1 375.9 148.6 54.2% 21.4% 22.1% 20.9% 17.3% 20.0% (3) 3,569.4 1,296.9 627.6 36.3% 17.6% 26.9% 8.6% 24.9% 26.8% (4) 790.9 452.3 119.6 57.2% 15.1% 17.3% (11.2)% 18.5% NA (3) 1,037.1 640.6 223.4 61.8% 21.5% 10.9% 18.8% 19.7% 24.2% (1) 5,121.9 2,416.9 2,217.3 47.2% 43.3% 7.7% 4.5% 41.2% 46.3% (3) 16,829.0 7,786.0 6,667.0 46.3% 39.6% 3.3% 6.5% 35.9% 37.7% (5) 1,604.2 880.8 591.3 54.9% 36.9% 28.6% 3.0% 25.8% 30.1% (6) 653.9 321.5 176.2 49.2% 26.9% ( 0.2)% (0.9)% 19.2% 20.6% Mean 51.6% 28.0% 14.0% 8.0% 25.9% 29.6% Median 54.2% 26.9% 10.9% 6.5% 24.9% 28.4% Notes: Source: SEC filings; Company filings, Bloomberg consensus estimates Adjusted EBITDA excludes the impact of stock-based compensation expense, and one-time expenses 1. Last twelve month figures reflect the period ending March 31, 2023 2. Last twelve month figures reflect the period ending June 30, 2023 3. Last twelve month figures reflect the period ending April 1, 2023 4. Last twelve month figures reflect the period ending April 30, 2023 5. Last twelve month figures reflect the period ending March 25, 2023 6. Last twelve month figures reflect the period ending December 31, 2022 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 4

DRAFT Selected Public Companies Analysis – Multiples Data ($ in millions, except per share values) Stock Enterprise Value / Price Market Enterprise Revenues Adj. EBITDA Company 7/24/2023 Value Value LTM CY '23E CY '24E CY '25E LTM CY '23E CY '24E CY '25E Selected Companies (1) $ 33.60 $ 3,039 $ 2,934 2.7x 3.6x 3.2x 2.7x 9.0x 14.9x 10.8x 8.6x (2) 14.37 2,780 2,528 3.6x 4.0x 3.2x 2.7x 17.0x 28.7x 18.7x 13.4x (3) 106.75 10,742 11,981 3.4x 3.7x 3.0x 2.7x 19.1x 40.7x 11.9x 10.2x (4) 27.58 1,812 3,027 3.8x 3.2x 2.7x 3.0x 25.3x 21.6x 14.6x NA (3) 155.85 5,180 4,558 4.4x 4.5x 4.1x 3.4x 20.4x 22.9x 20.7x 14.2x (1) 112.59 18,189 19,119 3.7x 4.0x 3.7x 3.6x 8.6x 10.0x 9.0x 7.7x (3) 50.60 46,302 44,514 2.6x 2.6x 2.5x 2.3x 6.7x 7.2x 6.9x 6.2x (5) 89.40 3,819 3,864 2.4x 3.7x 2.9x 2.8x 6.5x 17.9x 11.1x 9.2x (6) 108.95 809 725 1.1x 1.0x 1.0x 1.0x 4.1x 4.5x 5.0x 4.7x Mean 3.1x 3.3x 2.9x 2.7x 13.0x 18.7x 12.1x 9.3x Median 3.4x 3.7x 3.0x 2.7x 9.0x 17.9x 11.1x 8.9x Notes: Market statistics reflect closing stock prices on July 24,2023 Source: SEC filings; Company filings, Bloomberg consensus estimates Adjusted EBITDA excludes the impact of stock-based compensation expense, one-time expenses and restructuring expense Figures marked ‘NM’ correspond to amounts which are greater than 100x; figures marked ‘NEG’ correspond to amounts which are less than 0; figures marked ‘NA’ correspond to unavailable or insufficient data 1. Last twelve month figures reflect the period ending March 31, 2023 2. Last twelve month figures reflect the period ending June 30, 2023 3. Last twelve month figures reflect the period ending April 1, 2023 4. Last twelve month figures reflect the period ending April 30, 2023 5. Last twelve month figures reflect the period ending March 25, 2023 6. Last twelve month figures reflect the period ending December 31, 2022 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 5

DRAFT Selected Transactions Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 6

DRAFT Selected Transactions Analysis ($ in millions) Announce Close Equity Enterprise Enterprise Value / Enterprise Value / NTM Revenue (1) Date Date Acquirer Target Value ($M) LTM Revenue NTM Revenue Growth Value ($M) (2) 9/30/2022 3/3/2023 $ 151 $ 101 1.1x 1.6x ( 33.2)% (3) 8/2/2022 1/12/2023 1,279 1,241 2.3x 1.8x 27.5% (4) 8/30/2021 12/2/2021 564 434 3.4x 3.0x 15.3% (5) 5/25/2021 8/26/2021 436 372 1.1x 1.0x 11.5% (5) 2/8/2021 8/30/2021 5,887 5,591 4.2x 3.9x 9.5% (6) 2/20/2020 6/29/2020 440 458 3.9x 3.2x 22.8% (7) 6/2/2019 4/16/2020 9,154 9,730 4.0x 4.4x ( 9.1)% (8) 3/27/2019 6/19/2019 1,053 917 4.2x 3.6x 15.8% 3/7/2019 5/31/2019 45 45 1.5x NA NA Mobile Communications Business (9) 9/10/2018 3/29/2019 6,667 6,817 7.8x 7.1x 9.5% 6/29/2018 9/14/2018 44 25 0.8x NA NA 5/9/2018 5/9/2018 35 35 2.7x NA NA High 7.8x 7.1x 2 7.5% Mean 3.1x 3.3x 7 .7% Median 3.1x 3.2x 1 1.5% Notes: Low 0.8x 1.0x ( 33.2)% Source: SEC filings, public filings, Company press releases, Bloomberg consensus estimates, 451 Research 1. Equity value used as a proxy for enterprise value when balance sheet information not available 6. Next twelve month figures reflect the period ending December 31, 2020 2. Next twelve month figures reflect the period ending September 30, 2023 3. Next twelve month figures reflect the period ending June 30, 2023 7. Next twelve month figures reflect the period ending March 31, 2020 4. Next twelve month figures reflect the period ending September 30, 2022 8. Next twelve month figures reflect the period ending December 31, 2019 9. Next twelve month figures reflect the period ending July 1, 2019 5. Next twelve month figures reflect the period ending December 31, 2021 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 7

DRAFT Selected Transactions Premiums Analysis Announce Close Offer Offer Price Premium to VWAP: Date Date Acquirer Target Price 1-Day 5-Days 30-Days 45-Days (1) 9/30/2022 3/3/2023 FNOF Precious Honour Ltd. O2Micro International $ 5.00 46.5% 38.3% 24.9% 23.0% (2) 8/2/2022 1/12/2023 Semtech Sierra Wireless 39.88 26.4% 38.1% 29.3% 30.9% (3) 8/30/2021 12/2/2021 Synaptics DSP Group 22.00 19.6% 24.6% 35.9% 38.3% (4) 5/25/2021 8/26/2021 DBAY Advisors Telit Communications 2.30 28.7% 28.7% 29.3% 28.9% (5) 2/8/2021 8/30/2021 Renesas Electronics Dialog Semiconductor 67.50 21.9% 25.1% 34.7% 40.7% (6) 2/20/2020 6/29/2020 Dialog Semiconductor Adesto Technologies 12.55 59.5% 62.2% 53.6% 54.2% (7) 6/2/2019 4/16/2020 Infineon Technologies Cypress Semiconductor 23.85 55.2% 54.4% 46.3% 47.9% (8) 3/27/2019 6/19/2019 ON Semiconductor Quantenna Communications 24.50 17.9% 18.6% 26.0% 33.6% (9) 9/10/2018 3/29/2019 Renesas Electronics Integrated Device Technology 49.00 29.7% 29.7% 36.8% 38.9% (10) 6/29/2018 9/14/2018 Adesto Technologies Echelon 8.50 103.7% 102.0% 101.0% 101.1% 75th Quartile 53.1% 50.4% 43.9% 46.1% Mean 40.9% 42.2% 41.8% 43.7% Median 29.2% 33.9% 35.3% 38.6% 25th Quartile 23.1% 26.0% 29.3% 31.6% Notes: Source: Company Press Releases, FactSet Research Systems Offer price premium calculated as the percentage difference of the offer price over the volume weighted average price over the 1-, 5-, 30- and 45- and trading day periods before the last unaffected trading day of the stock’s price 1. O2Micro’s last unaffected full-day of trading is March 11, 2022 2. Sierra Wireless’ last unaffected full-day of trading is July 29, 2022 3. DSP Group’s last unaffected full-day of trading is August 27, 2021 4. Telit Communications’ last unaffected full-day of trading is November 2, 2020 5. Dialog’s last unaffected full-day of trading is February 5, 2021 6. Adesto’s last unaffected full-day of trading is February 19, 2020 7. Cypress’ last unaffected full-day of trading is May 28, 2019 8. Quantenna’s last unaffected full day of trading March 27, 2019 9. Integrated Device Technologies last unaffected full-day of trading is August 30, 2018 10. Echelon’s last unaffected full-day of trading is June 28, 2018 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 8

Exhibit (c)(5) Project Sting Presentation to the Board of Directors of Sting August 3, 2023 STRICTLY PRIVATE & CONFIDENTIAL

Presentation Basis ▪ This presentation was prepared on a confidential basis exclusively for the benefit and use of the Board of Directors of Sting (the “Company”). This presentation is subject to the assumptions, qualifications and limitations set forth herein. This presentation is for discussion purposes only. It is not a recommendation as to how any Board member should vote, and does not carry any right of publication or disclosure. Neither this presentation nor any of its contents may be used for any other purpose without the prior written consent of Needham & Company, LLC. ▪ The information contained in this material is based on information obtained from the Company and other sources. Needham & Company, LLC has relied upon the accuracy and completeness of the foregoing information and has neither attempted to verify independently nor assumed responsibility for verifying any of such information. Any financial estimates and projections contained herein have been prepared by management or are based upon such estimates and projections, and involve numerous and significant subjective determinations, which may or may not be correct, and we have assumed that such estimates and projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management or represent reasonable estimates. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company and, accordingly, Needham & Company, LLC takes no responsibility for the accompanying material when used by persons other than the Board of Directors. ▪ Nothing contained herein should be construed as tax, accounting, or legal advice. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 1

Introduction Pursuant to our engagement by Sting, Needham & Company has: ▪ Reviewed a draft of the Memorandum of Understanding dated August 2, 2023; ▪ Reviewed certain publicly available information concerning the Company and certain other relevant financial and operating data of the Company furnished to us by the Company; ▪ Reviewed the historical stock prices and trading volumes for the Company’s American Depositary Shares (ADS); ▪ Held discussions with members of management of the Company concerning the current operations of and future business prospects for the Company; ▪ Reviewed certain financial forecasts with respect to the Company prepared by the management of the Company, and held discussions with members of management of the Company concerning those forecasts; ▪ Reviewed certain research analyst projections with respect to the Company and held discussions with members of management of the Company concerning those projections; ▪ Compared certain publicly available financial data of companies whose securities are traded in the public markets and that we deemed generally relevant to similar data for the Company; ▪ Reviewed the financial terms of certain business combinations that we deemed generally relevant; and ▪ Reviewed such other financial studies and analyses and considered such other matters as we have deemed appropriate. These analyses were prepared solely based on information that was provided by the Company’s management, or that was obtained from publicly available sources. NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 2

Table of Contents Section 1 Process Summary Section 2 Transaction Summary Section 3 Sting Financial Summary Section 4 Historical Trading Activity Section 5 Selected Public Companies Analysis Section 6 Selected Transactions & Premia Analysis Section 7 Discounted Cash Flow Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 3

Process Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 4

Process Summary ▪ Following verbal indications that Ranger would be submitting a preliminary non-binding proposal to acquire the Company, Sting engaged Needham & Company as advisor to management and the Board of Directors ▪ On February 14, 2023, in its FY 2022 / Q4 2022 financial results press release, Sting said its Board of Directors had formed a strategic committee to explore strategic options and that “the Company will evaluate every tool in its toolbox to unlock shareholder value.” ▪ Needham contacted potential interested parties about an acquisition of the Massive IoT Business (“MIoT”). Once an indication of interest was received for the whole Company, Needham began a market check. 18 potential interested parties were contacted regarding a potential acquisition of the Company ▪ On March 31, 2023, Sting announced it had received interest from multiple parties, including a non-binding indication of interest requesting further diligence. The announcement also stated that the Company had engaged an investment bank to assist in evaluating and pursuing strategic alternatives ▪ On May 3, 2023, in its Q1 2023 financial results press release, Sting announced the recent achievement of a $20 million private placement had strengthened the Company’s position in its ongoing discussions engaged by the strategic committee of the Board of Directors and that Sting remains committed to delivering value to its shareholders ▪ According to Sting management, the Company will require additional funding of $15M before December 31, 2023 18 v 6 v No Additional Proposals Submitted NDAs Executed Parties Contacted NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 5

Transaction Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 6

Summary of Proposed Transaction Terms Acquirer Name:▪ Ranger Target Name:▪ Sting Transaction Form: ▪ Tender Offer Transaction Consideration:▪ $3.03 per ADS Form of Consideration:▪ 100% Cash Consideration Background: ▪ Needham & Company was retained by Sting on February 6, 2023 Note: Unless noted otherwise, all figures in this presentation are in USD Notes: Source: Draft Memorandum of Understanding dated August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 7

Purchase Price Analysis Transaction Overview Implied Transaction Multiples (5) (6) ($ in millions except per ADS amounts) Ranger Management Case Street Case (1) Offer Operating Multiple at Operating Multiple at Price per ADS $ 3.03 Enterprise Value to: Metric Metric $3.03 $3.03 (7) $ 53.5 4.7x $ 53.5 4.7x LTM Revenue (2) (8) 58.5 56.9 4.4x 59.8 4.2x Basic ADS Outstanding NTM Revenue (3) 6.6 2024E Revenue 105.5 2.4x 79.3 3.1x (+) Effect of Dilutive Securities Fully Diluted ADS Outstanding 65.0 2025E Revenue 225.9 1.1x 125.6 2.0x (7)(9) Fully Diluted Equity Value $ 197.1 $ (8.8) NEG $ (8.8) NEG LTM Adj. EBITDA (4) (8)(9) (7.9) (24.3) NEG (16.5) NEG (–) Cash (as of June 30, 2023) NTM Adj. EBITDA (9) (+) Debt (as of June 30, 2023) 59.8 (3.5) NEG (11.2) NEG 2024E Adj. EBITDA (9) Enterprise Value $ 249.0 39.4 6.3x NA NA 2025E Adj. EBITDA Implied Transaction Premiums The above calculation does not Volume Weighted include the $15M of capital that Average Price Spot Price Over Indicated Period Sting will need to raise and which Premium (Discount) to: Value Premium Value Premium will be consumed before (10) $ 2.14 41.6% Last Unaffected Price (11) December 31, 2023 2.39 26.8% $ 2.41 25.7% 5 Trading Days Prior to Last Unaffected Date (11) 2.20 37.7% 2.27 33.3% 30 Trading Days Prior to Last Unaffected Date (11) 2.12 42.9% 2.26 34.3% 45 Trading Days Prior to Last Unaffected Date (11) 2.03 49.3% 2.25 34.9% 90 Trading Days Prior to Last Unaffected Date Notes: ‘NA’ for unavailable information or when sufficient data is unavailable; ‘NM’ for multiples that exceed 100x; ‘NEG’ for multiples that are below 0 Fiscal Year ending December 31st for the periods shown LTM figures reflect Sting SEC filings and Company press releases; Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 6. Source: Street Estimate figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates 1. Source: Draft Memorandum of Understanding dated August 2, 2023 7. Last twelve month figures reflect the period ending June 30, 2023 2. Reflects 58,471,400 ADS outstanding as of July 31, 2023 as provided by Sting management 8. Next twelve month figures reflect the period ending June 30, 2024 3. Reflects the effects from dilutive securities as of July 31, 2023, as provided by Sting management, 9. Adjusted EBITDA excludes the impact of stock-based compensation expense calculated using the treasury stock method 4. Includes cash and cash equivalents, as provided by Sting management & Capitalization of R&D Expense 10. Reflects ADS price as of August 2, 2023 5. Source: Management Projections reflect financial projection of Sting Management provided by Sting on 11. Last unaffected date is August, 2 2023 July 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 8

Sting Financial Summary NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 9

Sting Historical and Projected Revenue by Segment Management Estimates ($ in millions) $ 2.9 $ 3.0 $ 2.8 $ 4.1 $ 6.9 $ 65.6 $ 57.9 $ 7.0 $ 46.0 $ 43.7 $ 6.2 $ 32.1 $ 2.3 $ 1.0 $ 24.0 $ 6.5 $ 6.5 $ 12.1 $ 10.9 $ 8.0 $ 6.6 $ 14.7 $ 9.6 $ 6.3 $ 8.2 $ 8.0 $ 7.7 $ 5.9 $ 5.0 $ 5.6 $ 4.4 $ 2.9 (1) (1) (1) (1) (1) (2) (3) (3) (3) (3) (3) (3) (3) (3) (3) (3) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2022A 2022A 2022A 2022A 2023A 2023A 2023E 2023E 2024E 2024E 2024E 2024E 2025E 2025E 2025E 2025E $ 12.9 $ 213.1 $ 26.6 $ 13.0 $ 20.5 $ 37.6 $ 78.9 $ 11.8 $ 30.6 $ 37.9 $ 30.4 $ 23.0 (4) (4) (4) (5) (5) (5) 2020A 2021A 2022A 2023E 2024E 2025E Product Revenue License & Services Revenue Notes: Source: Sting SEC filings, Sting projected financials provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for the periods shown 1. Q1 2022A – Q1 2023A figures reflect financials of Sting provided in their quarterly financial results press releases dating back to May 3, 2022 2. Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 3. Q3 2023E – Q4 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 4. FY 2020A – FY 2022A figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 5. FY 2023E – FY 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 10

Sting Historical and Projected Income Statement (1) (1) (1) (2) (3) (3) FY 2020A FY 2021A FY 2022A FY 2023E FY 2024E FY 2025E ($ in millions) Revenue: Product Revenue $ 37.9 $ 30.4 $ 23.0 $ 11.8 $ 78.9 $ 213.1 License and Services Revenue 1 3.0 20.5 37.6 3 0.6 26.6 1 2.9 Total Revenue $ 50.9 $ 50.9 $ 60.6 $ 42.4 $ 105.5 $ 225.9 Growth % 65.0% (0.1)% 19.0% (29.9)% 148.6% 114.2% (4) Cost of Revenues 27.4 23.7 17.7 12.2 52.5 128.2 Gross Profit 23.5 27.2 42.9 30.3 52.9 97.8 Gross Margin % 46.1% 53.4% 70.8% 71.4% 50.2% 43.3% Operating Expenses (4) Sales & Marketing 7.9 9.0 10.0 11.1 10.4 10.7 (4) Research & Development 30.9 26.4 26.6 25.3 21.6 32.0 (4)(5) General & Administrative 9.4 10.0 10.1 16.4 17.6 15.9 Total Operating Expenses 48.2 45.5 46.7 52.8 49.6 58.6 Operating Income / (Loss) $ (24.7) $ (18.3) $ (3.8) $ (22.6) $ 3.4 $ 39.2 EBIT $ (24.7) $ (18.3) $ (3.8) $ (22.6) $ 3.4 $ 39.2 Depreciation & Amortization 9.8 10.6 12.0 10.9 9.7 18.9 Capitalization of R&D Expense (7.2) (19.4) (15.5) (22.6) (20.0) (20.0) Share-based Payment Expense 3.0 5.1 5.5 6.8 3.4 1.3 Adjusted EBITDA $ (19.2) $ (22.0) $ (1.8) $ (27.5) $ (3.5) $ 39.4 Adjusted EBITDA Margin % (37.7)% (43.3)% (3.0)% (64.9)% (3.3)% 17.5% Notes: Source: Sting SEC filings, Sting projected financials provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for the periods shown 1. FY 2020A – FY 2022A figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 2. FY 2023E figures reflect Sting’s Q1 2023 SEC filings, preliminary 2023 Q2 press release provided by Sting management, and 2H 2023 financial projections of Sting management provided by Sting on July 25, 2023 3. FY 2024E – FY 2025E figures reflect financial projections of Sting management provided by Sting on July 25, 2023 4. Cost of Revenues, Sales & Marketing, Technology & Development and General & Administrative inclusive of allocations for Share-based Payment Expense and Overhead expense for FY 2020A – 1H FY 2023A 5. General & Administrative expense includes Overhead and Share-based Payment Expense for 2H FY 2023E – FY 2025E NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 11

Sting Projected Income Statement Comparison Street Consensus Estimates (1) (1) (1) Wall Street Consensus Estimates FY 2023E FY 2024E FY 2025E ($ in millions) (2) Post Q3 FY'22 Earnings Consensus - Total Revenue $ 69.7 $ 109.6 $ 79.4 YoY Growth % 15.1% 57.2% (27.5)% (3) Post FY'22 Earnings Consensus - Total Revenue $ 54.7 $ 88.1 $ 79.4 YoY Growth % (9.7)% 61.1% (9.9)% (4) Current Consensus - Total Revenue $ 48.9 $ 79.3 $ 125.6 YoY Growth % (19.2)% 62.0% 58.4% Management Forecast – Total Revenue $ 42.4 $ 105.5 $ 225.9 YoY Growth % (29.9)% 148.6% 114.2% (2) Post Q3 FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections $ 27.3 $ 4.1 $ (146.5) (3) Post FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections $ 12.2 $ (17.4) $ (146.5) (4) Current Consensus Miss/(Beat) Versus Management Projections $ 6.5 $ (26.2) $ (100.3) (2) Post Q3 FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections (%) 64.3% 3.9% (64.9)% (3) Post FY'22 Earnings Consensus Miss/(Beat) Versus Management Projections (%) 28.9% (16.5)% (64.9)% (4) Current Consensus Miss/(Beat) Versus Management Projections (%) 15.3% (24.8)% (44.4)% Notes: Source: Source: Bloomberg consensus estimates; variance calculation figures reflect financial projections of Sting management provided by Sting management on July 25, 2023 st Fiscal Year ending December 31 for periods shown 1. FY 2023E – FY 2025E figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates rd 2. Consensus estimates as of November 3 , 2022 th 3. Consensus estimates as of February 15 , 2023 4. Consensus estimates as of August 1, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 12

Sting Guidance History ▪ Sting Management has provided forward revenue guidance for six of the last ten quarters ➢ Of the six quarters Sting Management has provided forward revenue guidance, the Company has missed its guidance on three occasions ▪ Sting Management has not provided forward revenue guidance for four of the last ten quarters ($ in millions) Earnings Period Reported Revenue % Variance vs. Consensus % Variance vs. (1) Period Ended Guidance Guidance Revenue Consensus Revenue Q2 2023 6/30/2023 $ 9.158 $ 9.0 - $ 11.0 In Range $ 10.000 (9.19)% Q1 2023 3/31/2023 11.899 12.000 (0.84)% 12.000 (0.85)% Q4 2022 12/31/2022 15.911 N/A N/A 16.250 (2.13)% Q3 2022 9/30/2022 16.528 >13.079 2 6.4% 15.700 5.01% Q2 2022 6/30/2022 14.221 N/A N/A 14.440 (1.54)% Q1 2022 3/31/2022 13.891 N/A N/A 13.800 0.66% Q4 2021 12/31/2021 13.810 13.674 0.99% 13.700 0.80% Q3 2021 9/30/2021 11.891 N/A N/A 12.260 (3.10)% Q2 2021 6/30/2021 12.857 13.552 (5.13)% 13.540 (5.31)% Q1 2021 3/31/2021 12.321 <15.790 (21.97)% 13.800 (12.00)% Notes: Source: Bloomberg consensus estimates, FactSet Research Systems, Company Filings, Press Releases & Earnings Transcripts 1. Q2 2023, three month period ended 6/30/2023, results not reported publicly NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 13

Sting Historical Balance Sheet Data ($ in millions) Sting Summary Balance Sheet (1) (2) (3) (4) (5) (6) March 31, June 30, September 30, December 31, March 31, June 30, 2022 2022 2022 2022 2023 2023 Current Assets: Cash & Cash Equivalents $ 26.3 $ 16.8 $ 5.8 $ 10.7 $ 5.3 $ 7.9 Other Current Assets 30.1 34.4 41.6 29.8 27.0 35.0 Total Current Assets 56.4 51.1 47.5 40.4 32.4 42.9 Total Non-Current Assets 54.6 56.4 56.9 58.3 60.4 64.1 Total Assets $ 110.9 $ 107.6 $ 104.4 $ 98.8 $ 92.7 $ 106.9 Current Liabilities: Current Portion of Long-Term Debt $ 11.8 $ 14.1 $ 11.6 $ 9.7 $ 8.4 $ 50.0 Other Current Liabilities 28.9 27.4 28.3 27.2 27.5 28.0 Total Current Liabilities 40.7 41.5 39.9 36.8 35.9 78.0 Non-Current Liabilities: Long-Term Debt 42.8 44.3 45.2 47.3 49.1 9.8 Other Non-Current Liabilities 18.5 15.0 14.4 12.6 9.0 8.2 Total Non-Current Liabilities 61.2 59.3 59.6 59.8 58.0 18.1 Total Equity 9.0 6.8 4.8 2.1 (1.3) 10.8 Total Equity and Liabilities $ 110.9 $ 107.6 $ 104.4 $ 98.8 $ 92.7 $ 106.9 In the Company’s FY 2022 and FY 2021 Annual Reports on Form 20-Fs, Sting’s auditors, Ernst & Young LLP, (7) raised substantial doubt about the Company’s ability to continue as a going concern The Company believes it will need additional funding by the end of October 31, 2023 Notes: Source: SEC filings; Company filings, Additional balance sheet detail on Government Grants, Advances, Loans and Other Liabilities provided by Sting management 1. Q1 2022 press release dated May 3, 2022 2. Q2 2022 press release dated August 2, 2022 5. Q1 2023 press release dated May 3, 2023 6. Q2 2023A figures reflect financials of Sting provided in its preliminary Q2 2023 press release provided by Sting management 3. Q3 2022 press release dated November 2, 2022 4. Q4 2022 press release dated February 14, 2023 7. Sting FY 2021 and 2022 20-Fs dated March 31, 2022 and March 31, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 14

Historical Trading Activity NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 15

Sting Historical Trading Activity LTM Sting ADS Price Performance LTM Sting ADS Price Performance February 14, 2023 Pre-market open, in its Q4 2022 financial results press March 31, 2023 release, Sting mentions it has formed a strategic committee Pre-market open, Sting announces it has received a of the board to explore strategic options non-binding indication of interest requesting further diligence and that it intends to raise $10-20 million of primary capital ADS price per share of $2.00 on March 31, 2023 at market close Ranger Offer: $3.03 5-Day VWAP: $2.41 45-Day VWAP: $2.26 30-Day VWAP: $2.27 Notes: Source: FactSet Research Systems as of August 2, 2023; Company Filings and Press Releases NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 16

Historical Trading Activity 2023 YTD Indexed Stock Price Performance 2023 YTD Indexed Stock Price Performance Notes: Sting indexed price performance reflects the Company’s publicly listed ADS Selected Semiconductor Companies include: MaxLinear, Nordic Semiconductor, Qorvo, Semtech, Silicon Laboratories, Skyworks Solutions, STMicroelectronics, Synaptics, u-blox Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 17

Sting Historical Trading Activity Sting ADS Price and Trading Volume Through August 2, 2023 Three Months Six Months Offer: $3.03 Offer: $3.03 VWAP: $2.25 VWAP: $2.32 ➢ 5.1M ADSs traded, represents 7.8% of fully diluted ADSs outstanding➢ 10.3M ADSs traded, represents 15.8% of fully diluted ADSs outstanding One Year Two Years Offer: $3.03 VWAP: $2.90 VWAP: $3.58 Offer: $3.03 ➢ 18.6M ADSs traded, represents 28.6% of fully diluted ADSs outstanding➢ 47.0M ADSs traded, represents 72.2% of fully diluted ADSs outstanding Notes: Reflects 58,471,000 ADS outstanding as of July 31, 2023 Reflects the effects from dilutive securities as provided by Sting management on July 31, 2023, calculated using the treasury stock method Reflects Sting’s historical ADS trading activity through August 2, 2023 Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 18

Percent of Volume Percent of Volume Percent of Volume Percent of Volume Cumulative Volume Traded at Various Price Levels As of August 2, 2023 3 Months 6 Months 100% 98% 100% 92% 1.8 90% 100% 6.0 100% 89% 1.6 5.0 72% 80% 80% 1.4 1.2 4.0 60% 60% 49% 1.0 3.0 34% 0.8 40% 40% 0.6 2.0 18% 0.4 20% 20% 1.0 0.2 0.0 0% 0.0 0% $2.08 - $2.15 $2.16 - $2.23 $2.24 - $2.31 $2.32 - $2.39 $2.40 - $2.48 $1.97 - $2.21 $2.22 - $2.47 $2.48 - $2.72 $2.73 - $2.98 $2.99 - $3.24 Offer: $3.03 100% of trading volume below $3.03 offer price One Year Two Years 100% 100% 91% 8.0 100% 14.0 100% 7.0 12.0 76% 75% 80% 80% 6.0 62% 10.0 55% 54% 5.0 60% 60% 8.0 4.0 37% 6.0 40% 40% 3.0 28% 4.0 2.0 20% 20% 2.0 1.0 0.0 0% 0.0 0% $1.97 - $2.39 $2.40 - $2.81 $2.82 - $3.24 $3.25 - $3.66 $3.67 - $4.10 $1.97 - $2.79 $2.80 - $3.62 $3.63 - $4.44 $4.45 - $5.27 $5.28 - $6.11 Offer: $3.03 Offer: $3.03 Notes: Reflects 58,471,000 ADS outstanding as of July 31, 2023 Source: FactSet Research Systems as of August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 19 Volume in Millions Volume in Millions Volume in Millions Volume in Millions

Selected Public Companies Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 20

Selected Public Companies Analysis – Margin Data ($ in millions) Last Twelve Months LTM Margin Analysis '23E / '24E '24E / '25E CY '24E Gross Adjusted Gross Adjusted Revenue Revenue Adj. EBITDA Company Revenue Profit EBITDA Profit EBITDA Growth Growth Margin Selected Companies (1) $ 1,008.7 $ 574.0 $ 283.1 56.9% 28.1% (0.3)% 19.9% 28.5% MaxLinear (1) 693.1 375.9 115.9 54.2% 16.7% 22.2% 20.9% 17.3% Nordic Semiconductor (2) 3,569.4 1,296.9 613.8 36.3% 17.2% 27.2% 8.1% 25.8% Qorvo (3) 790.9 452.3 119.6 57.2% 15.1% 15.9% (9.6)% 18.8% Semtech (4) 1,018.8 620.5 207.8 60.9% 20.4% 7.2% 22.4% 16.0% Silicon Laboratories (5) 5,121.9 2,416.9 2,217.3 47.2% 43.3% 7.5% 5.5% 40.4% Skyworks Solutions (4) 17,318.0 8,086.0 6,566.0 46.7% 37.9% 3.3% 7.0% 36.4% STMicroelectronics (6) 1,604.2 880.8 591.3 54.9% 36.9% 29.2% 2.9% 26.3% Synaptics (7) 653.9 321.5 132.2 49.2% 20.2% (0.2)% (0.9)% 19.2% u-blox High $ 17,318 $ 8,086 $ 6,566 60.9% 43.3% 29.2% 22.4% 40.4% Mean $ 3,531 $ 1,669 $ 1,205 51.5% 26.2% 12.5% 8.5% 25.4% Median $ 1,019 $ 621 $ 283 54.2% 20.4% 7.5% 7.0% 25.8% Low $ 654 $ 322 $ 116 36.3% 15.1% (0.3)% ( 9.6)% 16.0% (1)(8)(9) $ 53.5 $ 41.7 $ (8.8) 77.9% (16.5%) 148.6% 114.2% (3.3%) Sting Management Case (2)(8)(10) $ 53.5 $ 41.7 $ (8.8) 77.9% (16.5%) 62.0% 58.4% (14.1%) Sting Street Case Notes: Source: SEC filings; Company filings, Bloomberg consensus estimates Adjusted EBITDA excludes the impact of stock-based compensation expense, capitalized R&D expense, and one-time expenses 1. Last twelve month figures reflect the period ending June 30, 2023 7. Last twelve month figures reflect the period ending December 31, 2022 2. Last twelve month figures reflect the period ending April 1, 2023 8. LTM figures reflect financials of Sting provided in their 2022 20-F released on March 31, 2023 and preliminary 2023 Q2 press release 3. Last twelve month figures reflect the period ending April 30, 2023 provided by Sting management 4. Last twelve month figures reflect the period ending July 1, 2023 9. Revenue growth reflects financial projections of Sting management provided by Sting management on July 25, 2023 5. Last twelve month figures reflect the period ending March 31, 2023 10. Revenue growth reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg consensus estimates 6. Last twelve month figures reflect the period ending March 25, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 21

Selected Public Companies Analysis – Multiples Data ($ in millions, except per share values) Stock Enterprise Value / Price Market Enterprise Revenues Adj. EBITDA Company 8/2/2023 Value Value LTM CY '23E CY '24E LTM CY '23E CY '24E Selected Companies (1) $ 24.27 $ 2,198 $ 2,074 2.1x 2.9x 2.9x 7.3x 13.0x 10.2x MaxLinear (1) 14.23 2,752 2,500 3.6x 3.9x 3.2x 21.6x 28.4x 18.6x Nordic Semiconductor (2) 106.11 10,677 11,916 3.3x 3.7x 2.9x 19.4x 37.1x 11.3x Qorvo (3) 27.31 1,794 3,010 3.8x 3.2x 2.7x 25.2x 21.5x 14.5x Semtech (4) 140.89 4,664 4,238 4.2x 4.7x 4.4x 20.4x 33.5x 27.5x Silicon Laboratories (5) 110.75 17,892 18,822 3.7x 3.9x 3.7x 8.5x 9.9x 9.1x Skyworks Solutions (4) 52.35 48,077 46,232 2.7x 2.7x 2.6x 7.0x 7.3x 7.1x STMicroelectronics (6) 88.18 3,765 3,810 2.4x 3.6x 2.8x 6.4x 14.3x 10.6x Synaptics (7) 111.83 832 748 1.1x 1.0x 1.0x 5.7x 4.6x 5.1x u-blox High $ 48,077 $ 46,232 4.2x 4.7x 4.4x 25.2x 37.1x 27.5x Mean $ 10,295 $ 10,372 3.0x 3.3x 2.9x 13.5x 18.9x 12.7x Median $ 3,765 $ 3,810 3.3x 3.6x 2.9x 8.5x 14.3x 10.6x Low $ 832 $ 748 1.1x 1.0x 1.0x 5.7x 4.6x 5.1x (1)(8)(9)(11) $ 3.03 $ 197 $ 249 4.7x 5.9x 2.4x NEG NEG NEG Sting Management Case (1)(8)(10)(11) $ 3.03 $ 197 $ 249 4.7x 5.1x 3.1x NEG NEG NEG Sting Street Case Notes: Source: SEC filings; Company filings, Bloomberg consensus estimates, FactSet Research Systems Adjusted EBITDA excludes the impact of stock-based compensation expense, capitalized R&D expense, and one-time expenses 1. Last twelve month figures reflect the period ending June 30, 2023 8. LTM figures reflect financials of Sting provided in their FY 2022 20-F released on March 31, 2023 and preliminary 2023 Q2 press release provided 2. Last twelve month figures reflect the period ending April 1, 2023 by Sting management 3. Last twelve month figures reflect the period ending April 30, 2023 9. Sting CY ‘23 – CY ’25 Management Case figures reflects financial projections of Sting management provided by Sting management on July 25, 2023 4. Last twelve month figures reflect the period ending July 1, 2023 10. Sting CY ‘23 – CY ‘25 Street Case figures reflect consensus financial estimates of Wall Street research analysts covering Sting, via Bloomberg 5. Last twelve month figures reflect the period ending March 31, 2023 consensus estimates 6. Last twelve month figures reflect the period ending March 25, 2022 11. Reflects 58,471,400 ADS outstanding as of July 31, 2023; Reflects the effects from dilutive securities as of July 31, 2023, as provided by Sting 7. Last twelve month figures reflect the period ending December 31, 2022 management, calculated using the treasury stock method NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 22

Selected Transactions & Premia Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 23

Selected Semiconductor Transactions Analysis Selected Industry & Product Public Semiconductor Transactions Under $10B Announced since January 1, 2018 ($ in millions) Announce Close Equity Enterprise Enterprise Value / Enterprise Value / NTM Revenue (1) Date Date Acquirer Target Value LTM Revenue NTM Revenue Growth Value (2) 9/30/2022 3/3/2023 FNOF Precious Honour Ltd. O2Micro International $ 151 $ 101 1.1x 1.6x (33.2)% (3) 8/2/2022 1/12/2023 Semtech Sierra Wireless 1,279 1,241 2.3x 1.8x 27.5% (4) 8/30/2021 12/2/2021 Synaptics DSP Group 564 434 3.4x 3.0x 15.3% (5) 5/25/2021 8/26/2021 DBAY Advisors Telit Communications 436 372 1.1x 1.0x 11.5% (5) 2/8/2021 8/30/2021 Renesas Electronics Dialog Semiconductor 5,887 5,591 4.2x 3.9x 9.5% (6) 2/20/2020 6/29/2020 Dialog Semiconductor Adesto Technologies 440 458 3.9x 3.2x 22.8% (7) 6/2/2019 4/16/2020 Infineon Technologies Cypress Semiconductor 9,154 9,730 4.0x 4.4x ( 9.1)% (8) 3/27/2019 6/19/2019 ON Semiconductor Quantenna Communications 1,053 917 4.2x 3.6x 15.8% Silicon Motion 3/7/2019 5/31/2019 Dialog Semiconductor 45 45 1.5x NA NA (Mobile Communications Bus.) (9) 9/10/2018 3/29/2019 Renesas Electronics Integrated Device Technology 6,667 6,817 7.8x 7.1x 9.5% 6/29/2018 9/14/2018 Adesto Technologies Echelon 44 25 0.8x NA NA 5/9/2018 5/9/2018 Adesto Technologies S3 ASIC Semiconductors 35 35 2.7x NA NA High $ 9,154 $ 9,730 7.8x 7.1x 27.5% Mean $ 2,146 $ 2,147 3.1x 3.3x 7.7% Median $ 502 $ 446 3.1x 3.2x 1 1.5% Low $ 35 $ 25 0.8x 1.0x ( 33.2)% (11) (10) Ranger $ 197 $ 249 4 .7x 4 .4x 6 .3% Sting - Management Case (12) (10) Ranger $ 197 $ 249 4.7x 4 .2x 1 1.8% Sting - Street Case Notes: Source: SEC filings, public filings, Company press releases, Bloomberg consensus estimates, preliminary Q2 2023 press release provided by Sting management 1. Equity value used as a proxy for enterprise value when balance sheet information not available 2. Next twelve month figures reflect the period ending September 30, 2023 9. Next twelve month figures reflect the period ending July 1, 2019 3. Next twelve month figures reflect the period ending June 30, 2023 10. Next twelve month figures reflect the period ending June 30, 2024 4. Next twelve month figures reflect the period ending September 30, 2022 11. Management case NTM figure reflects financial projections of Sting Management provided by 5. Next twelve month figures reflect the period ending December 31, 2021 Sting on July 25, 2023 6. Next twelve month figures reflect the period ending December 31, 2020 12. Street case NTM figure reflects consensus financial estimates of Wall Street research analysts 7. Next twelve month figures reflect the period ending March 31, 2020 covering Sting, via Blomberg Consensus estimates 8. Next twelve month figures reflect the period ending December 31, 2019 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 24

Selected Semiconductor Transactions Premiums Analysis Selected Industry & Product Public Semiconductor Transactions Under $10B Announced since January 1, 2018 ($ in millions, except per share values) (3) Announce Equity Enterprise Offer Offer Price Premium : (1) (2) Date Acquirer Target Value Value Price 1-Day 5-Days 30-Days 45-Days 90-Days (4) 9/30/2022 FNOF Precious Honour Ltd. O2Micro International $ 151 $ 101 $ 5.00 54.1% 38.3% 24.9% 23.0% 8.8% (5) 8/2/2022 Semtech Sierra Wireless 1,279 1,241 39.88 27.9% 38.1% 29.3% 30.9% 44.8% (6) 8/30/2021 Synaptics DSP Group 564 434 22.00 26.6% 24.6% 35.9% 38.3% 43.2% (7) 5/25/2021 DBAY Advisors Telit Communications 436 372 3.12 31.1% 28.7% 29.3% 28.9% 29.6% (8) 2/8/2021 Renesas Electronics Dialog Semiconductor 5,887 5,591 81.32 20.3% 25.1% 34.7% 40.7% 58.7% (9) 2/20/2020 Dialog Semiconductor Adesto Technologies 440 458 12.55 57.1% 62.2% 53.6% 54.2% 57.5% (10) 6/2/2019 Infineon Technologies Cypress Semiconductor 9,154 9,730 23.85 54.9% 54.4% 46.3% 47.9% 53.5% (11) 3/27/2019 ON Semiconductor Quantenna Communications 1,053 917 24.50 19.5% 18.6% 26.0% 33.6% 44.7% (12) 9/10/2018 Renesas Electronics Integrated Device Technology 6,667 6,817 49.00 29.5% 29.7% 36.8% 38.9% 46.8% (13) 6/29/2018 Adesto Technologies Echelon 44 25 8.50 104.3% 102.0% 101.0% 101.1% 93.4% High $ 9,154 $ 9,730 104.3% 102.0% 101.0% 101.1% 93.4% Mean $ 2,568 $ 2,569 42.5% 42.2% 41.8% 43.7% 48.1% Median $ 809 $ 688 30.3% 33.9% 35.3% 38.6% 45.8% Low $ 44 $ 25 19.5% 18.6% 24.9% 23.0% 8.8% (14) 8/3/2023 Ranger Sting $ 197 $ 249 $ 3.03 41.6% 25.7% 33.3% 34.3% 34.9% Notes: Source: Company Press Releases, FactSet Research Systems, SEC filings, public filings, Company press releases, preliminary Q2 2023 press release provided by Sting management 1. Equity value used as a proxy for enterprise value when balance sheet information not available 2. Offer prices presented in USD; premiums reflect premium over offer price in local currency 3. Offer price premium calculated as percentage difference of the offer price over the spot price over 1- trading day period before the last unaffected trading day of the stock’s price; Offer price premium calculated as the percentage difference of the offer price over the volume weighted average price over the 5-, 30-, 45- and 90- trading day periods before the last unaffected trading day of the stock’s price 4. O2Micro’s last unaffected full-day of trading is March 11, 2022 5. Sierra Wireless’ last unaffected full-day of trading is July 29, 2022 10. Cypress’ last unaffected full-day of trading is May 28, 2019 6. DSP Group’s last unaffected full-day of trading is August 27, 2021 11. Quantenna’s last unaffected full-day of trading is March 27, 2019 7. Telit Communications’ last unaffected full-day of trading is November 2, 2020 12. Integrated Device Technology’s last unaffected full-day of trading is August 30, 2018 8. Dialog’s last unaffected full-day of trading is February 5, 2021 13. Echelon’s last unaffected full-day of trading is June 28, 2018 9. Adesto’s last unaffected full-day of trading is February 19, 2020 14. Sting’s last unaffected full-day of trading is August 2, 2023 NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 25

Discounted Cash Flow Analysis NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 26

Illustrative Discounted Cash Flow Analysis Sting Standalone Company Free Cash Flow Calculation – Management Estimates Unlevered Free Cash Flow Analysis Cost of Capital Calculation ($ in millions) Fiscal Year Ending December 31 Cost of Equity (1) (5) Aug. - Dec. 2023E 2024E 2025E Equity Risk Premium 5.50% (6) Raw Beta 1.16 Revenue $ 18.3 $ 105.5 $ 225.9 Adjusted Equity Market Risk Premium 6.38% (7) Total COGS and Operating Expenses (27.2) (102.1) (186.7) U.S. Risk Free Rate 4.35% (8) Operating Income (R&D Capitalized) $ (8.9) $ 3.4 $ 39.2 Size Premium 7.83% Implied Cost of Equity 18.56% EBIT $ (8.9) $ 3.4 $ 39.2 Capitalized R&D Expense (8.9) (20.0) (20.0) Cost of Debt Q2'23A ($M) Cost (9) $ 47.8 Depreciation & Amortization 3.7 9.7 18.9 Convertible Debt 6.5% Adj. EBITDA $ (14.1) $ (6.9) $ 38.1 Interest Bearing Receivable Financing 6.8 5.5% Government Loans 5.2 1.8% EBIT $ (8.9) $ 3.4 $ 39.2 Implied Pre-Tax Weighted Avg. Cost of Debt 6.0% (2) (–) Cash Taxes (0.9) (2.3) (10.2) (+) Depreciation & Amortization 3.7 9.7 18.9 Weighted Average Cost of Capital % of Cap. Cost (3) (–) Capital Expenditures & Capitalized R&D (12.0) (29.0) (24.0) Equity 76.71% 18.56% (4) (+) ∆ in Net Working Capital (0.9) (5.3) (11.3) Debt 23.29% 6.0% Unlevered Free Cash Flow $ (19.1) $ (23.5) $ 12.7 Weighted Average Cost of Capital 15.28% Notes: Source: SEC filings, preliminary Q2 2023 press release provided by Sting management, Sting management estimates Adjusted EBITDA is inclusive of the effects of stock-based compensation expense 1. Aug. – Dec. 2023E financials reflect two thirds of Sting management’s Q3 2023E estimates plus Sting management’s Q4 2023E estimates 2. Cash Taxes per guidance of Sting Management. 3. FY 2023E Capital Expenditures reflect SEC filings, Q2 2023 preliminary press release provided by Sting management, and management estimates. For FY 2024E-2025E, Capital Expenditures reflect management estimates 4. FY 2023E Change in Net Working Capital reflects SEC filings, Q2 2023 preliminary press release provided by Sting management, and management estimates. For FY 2024E-2025E, Change in Net Working Capital reflects management estimates 5. Reflects Kroll’s (formerly Duff & Phelps) recommended US Equity Risk Premium as of June 8, 2023 6. Reflects Sting’s 3-year raw beta as of August 2, 2023 per FactSet Research Systems 7. Reflects current yield on 20-year Treasury Bonds as of August 2, 2023 per the US Treasury 8. Reflects Kroll’s (fka Duff & Phelps) 2022 Valuation Handbook, represents size-related risk premium of companies with market capitalizations between $2.015M and $123.803M 9. Reflects weighted average cost of debt of the convertible debt per Sting management NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 27

Illustrative Discounted Cash Flow Analysis Sting Standalone Enterprise & Equity Value Calculation (Discounted to July 31, 2023) Discounted Cash Flow Analysis CALENDAR FOR DISCOUNT PERIODS ($ in millions except per ADS amounts) EBITDA Discount Rate Multiple 15.3% 16.3% 17.3% 18.3% 19.3% Present Value of Free Cash Flows $ (28.2) $ (28.1) $ (28.0) $ (27.9) $ (27.8) Plus: Present Value of Terminal Value 8.0x $ 216 $ 212 $ 208 $ 203 $ 199 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 230 225 220 216 212 9.0x 243 238 233 229 224 9.5x 257 252 246 241 237 10.0x 270 265 259 254 249 Equals: Implied Enterprise Value 8.0x $ 188 $ 184 $ 180 $ 175 $ 171 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 202 197 192 188 184 9.0x 215 210 205 201 196 9.5x 229 223 218 214 209 10.0x 242 237 231 226 221 (1) Equals: Implied ADS Price 8.0x $ 2.09 $ 2.03 $ 1.96 $ 1.90 $ 1.84 Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x 2.30 2.23 2.16 2.09 2.03 9.0x 2.51 2.43 2.36 2.29 2.22 9.5x 2.72 2.64 2.56 2.48 2.41 10.0x 2.93 2.84 2.76 2.68 2.60 Implied Equity Value to Transaction Price Per ADS - Premium / (Discount) 8.0x (30.9)% (33.1)% (35.2)% (37.3)% (39.4)% Based on multiple of FY 2025E Adj. EBITDA of $38.1M: 8.5x (24.0)% (26.4)% (28.7)% (30.9)% (33.0)% Transaction Price Per ADS: $3.03 9.0x (17.2)% (19.7)% (22.1)% (24.4)% (26.7)% 9.5x (10.3)% (12.9)% (15.5)% (18.0)% (20.4)% 10.0x (3.4)% (6.2)% (8.9)% (11.5)% (14.1)% Notes: Source: Sting management estimates; present value of future unlevered free cash flows excludes any cash flow prior to July 31, 2023 Adjusted EBITDA is inclusive of the effects of stock-based compensation expense Implied Price Per ADS reflects 65.0M fully diluted ADS outstanding as of July 31, 2023 as provided by Sting Management (1) Assumes no further dilution due to any additional capital raise NEEDHAM & COMPANY STRICTLY PRIVATE & CONFIDENTIAL 28

Exhibit (d)(2)

AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING

This Amendment No. 1 (this “Amendment”) to that certain Memorandum of Understanding, dated as of August 4, 2023 (the “MoU”), by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”) and Sequans Communications S.A., a société anonyme organized under the laws of France (the “Company”), is made and entered into as of September 2, 2023 by and between Parent and the Company. All capitalized terms that are used in this Amendment but not defined herein shall have the respective meanings ascribed thereto in the MoU.

WHEREAS, Parent and the Company wish to amend a provision of the MoU as provided herein;

WHEREAS, pursuant to Section 10.2 of the MoU, the Parties may amend the MoU by executing a written amendment signed by each of the Parties, provided that such amendment is approved by a majority of the directors of the Company then in office who were not designated by Purchaser (such approval, “Company Board Approval”); and

WHEREAS, the Company has obtained the Company Board Approval.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Amendments to Defined Terms. The following defined terms shall be amended and restated in their entirety as follows:

“Squeeze Out Compensation” shall mean the compensation payable to the holders (other than Purchaser) of the Merger Sub Securities as statutory consideration for the transfer of their Merger Sub Securities to Purchaser in connection with the Merger Squeeze Out or, as the case may be, the Statutory Squeeze Out.

“Squeeze Out Merger Agreement” shall mean the agreement to be entered into, following the Merger, between Merger Sub and Purchaser setting out the terms and conditions of the Merger Squeeze Out on the terms and conditions contemplated by this MoU and such other terms and conditions as reasonably agreed between Parent and the Merger Sub.

“Statutory Squeeze Out” shall mean the resolution of the shareholders’ meeting (Hauptversammlung) of Merger Sub to request the transfer of all Merger Sub Securities held by persons other than Purchaser to Purchaser pursuant to Sections 327a et seqq. of the German Stock Corporation Act (Aktiengesetz) against payment of the Squeeze Out Compensation, and all necessary or useful preparational matters or actions, in particular such as determination of the Squeeze Out Compensation with the support of an external valuator as soon as possible and applying for the appointment of the Squeeze Out Valuator at the relevant German court.

2. Amendment to Section 4.2(a). The third sentence of Section 4.2(a) of the MoU is hereby amended to read in its entirety as follows:

“As of August 4, 2023, at 4:00 p.m., E.D.T., there are (x) 2,319,048 Company Shares underlying Company Share Options, with a weighted average exercise price of approximately $1.73 per Company Share, (y) an aggregate of 17,560,670 Company Shares underlying Company Warrants, consisting of (i) 4,956,288 Company Shares underlying Company Warrants issued pursuant to

Company Warrant Plans, with a weighted average exercise price of approximately $1.12 per Company Share, (ii) 3,211,396 Company Shares underlying Company Warrants issued to certain institutional investors with a weighted average exercise price of approximately $1.48 per Company Share, and (iii) 9,392,986 Company Shares underlying Company Warrants issued to a commercial partner with an exercise price of €0.02 per Company Share, and (z) 16,613,399 Company Shares underlying Unvested Company RSAs (and, in the case of any performance-based awards of Company RSAs, assuming performance achievement at maximum).”

3. Amendment to Section 8.2(a)(i). Section 8.2(a)(i) of the MoU is hereby amended to read in its entirely as follows;

“(a) (i) the representations and warranties of the Company set forth in (A) the first and second sentence of Section 4.2(a) shall be true and correct in all respects, except for de minimis inaccuracies and (B) the third sentence of Section 4.2(a) shall be true and correct in all respects, except where the failure to be so true and correct in all respects would not reasonably be expected to result in additional material cost, expense or liability to Parent and Purchaser, individually or in the aggregate that is more than €200,000,”

4. MoU References. The parties hereto hereby agree that all references to the “MoU” set forth in the MoU (including, without limitation, in the representations and warranties of the parties set forth therein) shall be deemed to be references to the MoU as amended by this Amendment.

5. Full Force and Effect. Except as expressly amended or modified hereby, the MoU and the agreements, documents, instruments and certificates among the parties hereto as contemplated by, or referred to, in the MoU shall remain in full force and effect without any amendment or other modification thereto.

6. Miscellaneous. Sections 10.6, 10.13 and 10.17 of the MoU shall apply to this Amendment mutatis mutandis.

[Remainder of Page Intentionally Left Blank]

- 2 -

IN WITNESS WHEREOF, Parent and the Company have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.


SEQUANS COMMUNICATIONS S.A.

By:		/s/ Georges Karam
		Name: Georges Karam
		Title: Chief Executive Officer

RENESAS ELECTRONICS CORPORATION

By:		/s/ Shuhei Shinkai
		Name: Shuhei Shinkai
		Title: Senior Vice President and CFO

[Signature Page to Amendment No. 1 to Memorandum of Understanding]

Exhibit 107

Calculation of Filing Fee Tables

Schedule 13E-3

(Form Type)

SEQUANS COMMUNICATIONS S.A.

(Exact Name of Registrant and Name of Person Filing Statement)

Table 1 – Transaction Valuation



	Transaction Valuation*	Fee Rate	Amount of Filing Fee**

Fees to Be Paid	$179,311,632.74	0.00011020	$19,760.14

Fees Previously Paid	—		—

Total Transaction Valuation	$179,311,632.74

Total Fees Due for Filing			$19,760.14

Total Fees Previously Paid			—

Total Fee Offsets			$19,760.14***

Net Fee Due			$0

Table 2 – Fee Offset Claims and Sources

Registrant
or Filer
Name

Form
or
Filing
Type

File

Number

Initial

Filing

Date

Filing

Date

Fee

Offset
Claimed

Fee

Paid

with

Offset
Source

Fee Offset Claims

SC
TO-T

001-35135

September 11,
2023

$19,760.14***

Fee Offset Sources

***

September 11,
2023

$19,760.14***

Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by adding: (a) 226,301,630 ordinary shares, nominal value €0.01 per share (the “Ordinary Shares”), of Sequans Communications S.A. (“Sequans”), of which 226,145,422 Ordinary Shares are represented by issued and outstanding American Depositary Shares of Sequans (each of which represents 4 Ordinary Shares) (each, an “ADS,” and collectively, the “ADSs”), which is the difference between (i) 234,200,650 Ordinary Shares issued and outstanding and (ii) 7,899,020 Ordinary Shares represented by ADSs held by Renesas Electronics Corporation (“Renesas”), multiplied by U.S. $0.7575, the offer price per Ordinary Share; (b) 16,760,162 Ordinary Shares subject to issuance pursuant to unvested restricted share awards multiplied by U.S. $0.7575, divided by (i) U.S. $17.5106, which is the Renesas common stock, as reported on the Tokyo Stock Exchange, calculated using an exchange rate of 147.10 yen per U.S. dollar as of September 7, 2023, multiplied by (ii) 130%; (c) 897,083 Ordinary Shares subject to issuance pursuant to outstanding vested warrants with an exercise price of less than U.S. $0.7575 per Ordinary Share, multiplied by U.S. $0.1087, which is U.S. $0.7575 minus the weighted average exercise price for such warrants of U.S. $0.6488 per Ordinary Share; (d) 1,492,917 Ordinary Shares subject to issuance pursuant to outstanding unvested warrants with an exercise price of less than U.S. $0.7575 per Ordinary Share, multiplied by U.S. $ 0.2135, which is U.S. $0.7575 minus the weighted average exercise price for such warrants of U.S. $0.5440 per Ordinary Share; and (e) 9,392,986 Ordinary Shares subject to issuance pursuant to outstanding warrants with an exercise price of €0.02 per Ordinary Share, multiplied by U.S. $0.7361, which is U.S. $0.7575 minus the U.S. $0.0214 exercise price per Ordinary Share for such warrants, calculated using an exchange rate of 0.9341 Euros per U.S. dollar as of September 7, 2023. The calculation of the filing fee is based on share information as of September 7, 2023, except for the number of Ordinary Shares beneficially owned by Renesas, which was determined by Renesas.

**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #1 for fiscal year 2023 beginning on October 1, 2022, issued August 26, 2022, by multiplying the transaction value by 0.00011020.

***	Renesas previously paid U.S. $19,760.14 upon the filing of its combined Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO on September 11, 2023, in connection with the transaction reported hereby.

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