VLN Valens Semiconductor Ltd

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)
☒  Rule 13d-1(c)
☐  Rule 13d-1(d)

 

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. M9607U115

Schedule 13G

Page 2 of 9

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 102,849,316 ordinary shares outstanding as of June 30, 2023 (including 1,006,250 ordinary shares subject to forfeiture under certain conditions), as provided in Exhibit 99.1 to the Current Report on Form 6-K filed by the Issuer on August 9, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 102,849,316 ordinary shares outstanding as of June 30, 2023 (including 1,006,250 ordinary shares subject to forfeiture under certain conditions), as provided in Exhibit 99.1 to the Current Report on Form 6-K filed by the Issuer on August 9, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 102,849,316 ordinary shares outstanding as of June 30, 2023 (including 1,006,250 ordinary shares subject to forfeiture under certain conditions), as provided in Exhibit 99.1 to the Current Report on Form 6-K filed by the Issuer on August 9, 2023.

(*) The beneficial ownership of the securities reported herein is described in Item 4(a).

(**) Based on 102,849,316 ordinary shares outstanding as of June 30, 2023 (including 1,006,250 ordinary shares subject to forfeiture under certain conditions), as provided in Exhibit 99.1 to the Current Report on Form 6-K filed by the Issuer on August 9, 2023.

Item 1.

 

 

Item 2.

 

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):

 

Not applicable.

 

Item 4.  Ownership.

 

The ownership information presented below is as of September 18, 2023 and represents beneficial ownership of ordinary shares of the Issuer based on 102,849,316 ordinary shares outstanding as of June 30, 2023 (including 1,006,250 ordinary shares subject to forfeiture under certain conditions), as provided in Exhibit 99.1 to the Current Report on Form 6-K filed by the Issuer on August 9, 2023.

 

 

The securities reported herein are beneficially owned as follows: 5,192,926 ordinary shares owned directly by Value Base Fund Limited Partnership, a Caymanian partnership. The general partner of Value Base Fund Limited Partnership is Value Base Fund General Partner Ltd., an Israeli private company (the "General Partner"), which has delegated its management responsibilities to a management company, Value Base Fund Management Ltd., an Israeli private company (the "Management Company"). Both the General Partner and the Management Company are controlled by Value Base Ltd., which directly and indirectly holds a majority of the shares of both companies. Value Base Ltd., an Israeli company, is controlled by Messrs Victor Shamrich and Ido Nouberger.

 

This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group.

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable. 

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

 Not Applicable.

 

Item 8.  Identification and Classification of Members of the Group.

 

Not Applicable. 

 

Item 9.  Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.  Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

September 27, 2023

 

	/s/ Ido Nouberger	/s/ Victor Shamrich
	Value Base Fund Limited Partnership By: Value Base Fund Management Ltd.
	By: Ido Nouberger*	Victor Shamrich
	Title: Director	Director

 

 

EXHIBIT NO.	DESCRIPTION
Exhibit 1	Joint Filing Agreement by and among the Reporting Persons
Exhibit 2	Unanimous Written Resolutions of the Directors of the Company (dated September 27, 2023)

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Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Valens Semiconductor Ltd.; each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

	/s/ Ido Nouberger	/s/ Victor Shamrich
	Value Base Ltd.
	By: Ido Nouberger	Victor Shamrich
	Title: CEO	Chairman
	/s/ Victor Shamrich
	Victor Shamrich
	/s/ Ido Nouberger
	Ido Nouberger

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Exhibit 2

VALUE BASE FUND MANAGEMENT LTD.

 

(the “Company”)

 

UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY

 

September 27, 2023

 

The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:

 

It is hereby RESOLVED THAT:

 

 

 

 

 

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