HOD HASHARON, Israel and NEW
YORK, Aug. 30, 2021
/PRNewswire/ -- Valens Semiconductor, Ltd. ("Valens"), a premier
provider of high-speed connectivity solutions for the audio-video
and automotive markets, announced today that the registration
statement on Form F-4 (as amended, the "Registration Statement")
related to the previously announced business combination (the
"Business Combination") with PTK Acquisition Corp. (NYSE: PTK)
("PTK"), a special purpose acquisition company, has been
declared effective by the Securities and Exchange Commission
("SEC"). Subsequent to the effectiveness of the Registration
Statement, PTK will commence mailing the definitive proxy
statements /prospectus relating to the Special Meeting of PTK's
Shareholders to be held on September 28,
2021, in connection with the Business Combination. The proxy
statement/prospectus is being mailed to PTK's shareholders of
record as of the close of business on September 7, 2021 (the "Record Date"). Notice of
the special meeting, the definitive proxy statement/prospectus and
other relevant documents will be mailed on or about September 8, 2021, to shareholders of record as
of the Record Date.
PTK's common stock is currently traded on NYSE under the symbol
"PTK." PTK's warrants are currently traded on NYSE under the symbol
"PTK.W" and PTK's units issued in connection with PTK's initial
public offering that have not separated are currently traded on
NYSE under the symbol "PTK.U." Upon completion of the
transaction, the combined company will be called Valens and the
Valens ordinary shares will trade on the New York Stock Exchange
under the symbol "VLN" and the Valens warrants under "VLNW." The
transaction is expected to close in the fall of 2021, subject to
approval by PTK shareholders and other customary closing
conditions.
About Valens
Valens is a leading provider of
semiconductor products, pushing the boundaries of connectivity by
enabling long-reach, high-speed video and data transmission for the
audio-video and automotive industries. Valens' Emmy® award-winning
HDBaseT technology is the leading standard in the professional
audio-video market with tens of millions of Valens' chipsets
integrated into thousands of HDBaseT-enabled products. Valens
Automotive is a key enabler of the evolution of autonomous driving,
providing chipsets that are on the road in vehicles around the
world. The underlying technology has been selected to become the
basis for MIPI A-PHY, the global standard for automotive
connectivity. Founded in 2006, Valens is based in Hod
Hasharon, Israel, with offices in the
US, Europe and Asia. For more information:
www.valens.com.
About PTK Acquisition Corp.
PTK Acquisition Corp. is
a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses. With
extensive operational and investment experience in the hardware and
semiconductor industries, the PTK management team leverages global
market relationships to tap into synergies across the electronics
and automotive value chain. PTK Acquisition Corp. targets companies
that focus on the most innovative subsectors within corporate and
institutional information technology, hardware and software
systems, and markets for the consumer-oriented gaming and digital
entertainment. For more information: www.ptktech.com.
Important Information and Where to Find It
Valens has
filed a registration statement on Form F-4 (the "Registration
Statement") with the SEC which includes preliminary and definitive
proxy statements to be distributed to PTK's shareholders in
connection with PTK's solicitation for proxies for the vote by
PTK's shareholders in connection with the proposed business
combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the
securities to be issued to PTK's shareholders in connection with
the completion of the proposed business combination. PTK will mail
a definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the
proposed business combination. PTK's shareholders and other
interested persons are advised to read the preliminary proxy
statement / prospectus and any amendments thereto and, once
available, the definitive proxy statement / prospectus, in
connection with PTK's solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the proposed business combination, because these documents will
contain important information about PTK, Valens and the proposed
business combination. Shareholders may also obtain a copy of the
preliminary or definitive proxy statement as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by PTK, without
charge, at the SEC's website located at www.sec.gov or by directing
a request to PTK Acquisition Corp., 4601 Wilshire, Boulevard, Suite 240, Los Angeles, California 90010.
Participants in the Solicitation
PTK, Valens and
certain of their respective directors, executive officers and other
members of management and employees may, under SEC rules, be deemed
to be participants in the solicitations of proxies from PTK's
shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of PTK's shareholders in
connection with the proposed business combination is set forth in
PTK's proxy statement / prospectus filed with the SEC. You can find
more information about PTK's directors and executive officers in
PTK's 10-K filed with the SEC on April 1,
2021. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests is included in the proxy statement / prospectus.
Shareholders, potential investors and other interested persons
should read the proxy statement / prospectus carefully before
making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Forward-Looking Statements
This press release includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate,"
"believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the
anticipated transaction and future economic and market conditions.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Valens' and PTK's management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Valens and PTK.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign
business, market, financial, political and legal conditions; the
inability of the parties to successfully or timely consummate the
proposed business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed business
combination or that the approval of the shareholders of PTK or
Valens is not obtained; failure to realize the anticipated benefits
of the proposed business combination; risks relating to the
uncertainty of the projected financial information with respect to
Valens; future global, regional or local economic and market
conditions; the development, effects and enforcement of laws and
regulations; Valens' ability to manage future growth; Valens'
ability to develop new products and solutions, bring them to market
in a timely manner, and make enhancements to them; the effects of
competition on Valens' future business; the amount of redemption
requests made by PTK's public shareholders; the ability of PTK or
the combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future;
the outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; the effects of health
epidemics, such as the recent global COVID-19 pandemic, have had
and could in the future have on Valens' revenue, its employees and
results of operations; the cyclicality of the semiconductor
industry; Valens' ability to adjust its supply chain volume due to
changing market conditions or failure to estimate its customers'
demand, including during any downturn in the automotive or
audio-video markets; disruptions in relationships with any one of
Valens' key customers; difficulty selling products if customers do
not design Valens products into their product offerings; Valens'
dependence on winning selection processes and ability to generate
timely or sufficient net sales or margins from those wins;
political conditions in Israel;
and those factors discussed in PTK's 10-K filed with the SEC on
April 1, 2021 under the heading "Risk
Factors," and other documents of PTK filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Valens nor PTK presently know or that
Valens and PTK currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Valens' and PTK's expectations, plans or forecasts of
future events and views as of the date of this press release.
Valens and PTK anticipate that subsequent events and developments
will cause Valens' and PTK's assessments to change. However, while
Valens and PTK may elect to update these forward-looking statements
at some point in the future, Valens and PTK specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing Valens' and PTK's assessments as
of any date subsequent to the date of this press release.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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SOURCE Valens Semiconductor