Value Base Ltd. Files SC 13D for Valens Semiconductor

TL;DR

**Value Base Ltd. just filed a 13D on Valens Semiconductor. Ownership change incoming.**

AI Summary

On July 23, 2024, Value Base Ltd. filed an SC 13D, indicating a change in beneficial ownership of Valens Semiconductor Ltd. The filing details the group members involved, including Value Base Fund General Partner Ltd. and Value Base Invest Management Ltd., all acting as general partners. The filing does not specify a dollar amount or a specific percentage of shares acquired or sold.

Why It Matters

This filing signals a significant shift in the ownership structure of Valens Semiconductor Ltd., potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Valens Semiconductor Ltd. (company) — Subject Company
• Value Base Ltd. (company) — Filing Entity
• Value Base Fund General Partner Ltd. (company) — Group Member
• Value Base Invest Management Ltd. (company) — Group Member
• Tsahy Alon (person) — General Counsel for Value Base Ltd.

FAQ

Key Financial Figures

• $48.0 million — invested an aggregate of approximately $48.0 million to acquire the Ordinary Shares of the I
• $25.2 million — 2023, VBF LP has invested approximately $25.2 million of its equity to acquire 10,449,348 Ord
• $22.8 million — 024, VBFI LP has invested approximately $22.8 million of its equity to acquire 9,028,482 Ordi

Filing Documents

• zk2431704.htm (SC 13D) — 206KB
• exhibit_1.htm (EX-99) — 9KB
• exhibit_2.htm (EX-99) — 6KB
• exhibit_3.htm (EX-99) — 6KB
• exhibit_4.htm (EX-99) — 31KB
• 0001178913-24-002269.txt ( ) — 260KB

Security and Issuer

Item 1. Security and Issuer This Statement on Schedule 13D relates to the ordinary shares, no par value (the " Ordinary Shares "), of Valens Semiconductor Ltd., a company incorporated in Israel (" Valens ", the " Company " or the " Issuer "). The address of the principal executive offices of Valens is 8 Hanagar St., POB 7152, Hod Hasharon 4501309, Israel.

Identity and Background

Item 2. Identity and Background. (a) – (c), (f) This Schedule 13D is being filed jointly by Value Base Ltd. (" Value Base "), Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund, Limited Partnership (" VBF GP "), Value Base Invest Management Ltd. acting as the general partner to Value Base Fund Invest 1, Limited Partnership (the " VBFI GP "), Ido Nouberger and Victor Shamrich (each a " Reporting Person " and, collectively, the " Reporting Persons "). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as an exhibit hereto. Mr. Nouberger, who together with Mr. Shamrich controls Value Base, is a citizen of Israel whose principal business is CEO and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Nouberger's business address). Mr. Shamrich, who together with Mr. Nouberger controls Value Base, is a citizen of Israel whose principal business is Chairman and director at Value Base and various of its subsidiaries, respectively, which are located at 23 Yehuda Halevi St., 27th floor, Discount Bank Tower, Tel Aviv 6513601, Israel (which is also Mr. Shamrich's business address). Mr. Nouberger and Mr. Shamrich also serve as directors of VBF GP, VBFI GP, and VBF MC (as such term is defined below). VBF GP acts as the general partner of the private investment fund Value Base Fund, Limited Partnership (" VBF LP "), a Cayman Islands limited partnership, and is majority owned by Value Base. VBF GP has delegated its management responsibilities to a management company, Value Base Fund Management Ltd. (" VBF MC "), an Israeli private company controlled by Value Base. VBFI GP acts as the general partner of the private investment fund Value Base Fund Invest 1, Limited Partnership (the " VBFI LP "), an Israeli limited partnership, and is majority owned by Va

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons have invested an aggregate of approximately $48.0 million to acquire the Ordinary Shares of the Issuer, as follows: since June 27, 2023, VBF LP has invested approximately $25.2 million of its equity to acquire 10,449,348 Ordinary Shares it holds directly; and since March 25, 2024, VBFI LP has invested approximately $22.8 million of its equity to acquire 9,028,482 Ordinary Shares it holds directly. 7

Purpose of Transaction

Item 4. Purpose of Transaction. On July 23, 2024, a Board Nomination Agreement was entered into by and among VBF LP, VBFI LP and Value Base (collectively, " Value Base Group ") and the Company (the " Nomination Agreement "), pursuant to which the Company agreed that Value Base Group's designee, Mr. Tal Yaacobi (the " Designee "), would be appointed to the Company's Board of Directors (the " Board ") no later than August 8, 2024, to serve as a Class I director (and to stand for re-election at the 2025 annual meeting of shareholders), and as a member of the Board's Nominating, Governance and Sustainability Committee. Pursuant to the Nomination Agreement, Value Base Group and its affiliates also agreed not to increase their beneficial ownership of the Company's ordinary shares to more than 24.99% of the total ordinary shares of the Company outstanding during a period commencing on the date of the Nomination Agreement and ending on the earlier of the 2026 annual meeting of shareholders or the Designee's departure from the Board (the " Standstill Period "). During the Standstill Period, Value Base Group agreed not to solicit proxies, or encourage or influence any person, for the election of individuals to the Board, or to seek representation on or nominate any candidate affiliated with Value Base Group to the Board, except the Designee. Value Base Group is able, however, to propose and act to nominate qualified candidates to the Board who are not affiliated with Value Base Group. Notwithstanding the Designee's votes as a member of the Board or the Nominating, Governance and Sustainability Committee, Value Base Group as a shareholder undertook pursuant to the Nomination Agreement to vote all of its ordinary shares of the Company (i) at the 2024 annual meeting of shareholders, in favor of the entire class of candidates that is supported by a majority of the Board and against any other candidates not supported by a majority of the Board, (ii) at the 2025 annual meetin

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) As of the date hereof, VBF GP may be deemed to be the beneficial owner of the 10,449,348 Ordinary Shares held directly by VBF LP, which represent approximately 9.93% of the number of Ordinary Shares outstanding. As of the date hereof, VBFI GP may be deemed to be the beneficial owner of the 9,028,482 Ordinary Shares held directly by VBFI LP, which represent approximately 8.58%% of the number of Ordinary Shares outstanding. As of the date hereof, Value Base, as the controlling shareholder of VBF GP and VBFI GP, may be deemed the indirect beneficial owner of 10,449,348 and 9,028,482 Ordinary Shares beneficially owned by VBF GP and VBFI GP, respectively, which together aggregate to 19,477,830 Ordinary Shares representing approximately 18.51% of the number of Ordinary Shares outstanding. As of the date hereof, Mr. Shamrich, who together with Mr. Nouberger controls Value Base, may be deemed the indirect beneficial owner of 19,477,830 Ordinary Shares beneficially owned by Value Base, representing approximately 18.51% of the number of Ordinary Shares outstanding. As of the date hereof, Mr. Nouberger, who together with Mr. Shamrich controls Value Base, may be deemed the indirect beneficial owner of 19,477,830 Ordinary Shares beneficially owned by Value Base, representing approximately 18.51% of the number of Ordinary Shares outstanding. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the fi

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. The following Exhibits are filed herewith: 1 Joint Filing Agreement by and among the Reporting Persons 2 Unanimous written resolutions of the directors of Value Base Fund Management Ltd., dated as of September 27, 2023 3 Attorney's Certification certifying the signature authority of person(s) signing on behalf of Value Base Invest Management Ltd., dated as of May 6, 2024 4 Board Nomination Agreement, dated as of July 23, 2024 10

Signatures

Signatures 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. Dated: July 23, 2024 Value Base Ltd. /s/ Ido Nouberger /s/ Victor Shamrich Name: Ido Nouberger Name: Victor Shamrich Title: CEO Title: Chairman Value Base Fund General Partner Ltd. By: Value Base Fund Management Ltd. /s/ Ido Nouberger * /s/ Victor Shamrich * Name: Ido Nouberger Name: Victor Shamrich Title: Director Title: Director Value Base Invest Management Ltd. /s/ Ido Nouberger ** /s/ Victor Shamrich ** Name: Ido Nouberger Name: Victor Shamrich Title: Director Title: Director /s/ Ido Nouberger Ido Nouberger /s/ Victor Shamrich Victor Shamrich * Evidence of signature authority on behalf of Value Base Fund Management Ltd. is attached as Exhibit 2 to this Schedule 13D. ** Evidence of signature authority on behalf of Value Base Invest Management Ltd. is attached as Exhibit 3 to this Schedule 13D. 11 Schedule A This Schedule sets forth information with respect to each purchase and sale of Ordinary Shares which were effectuated in the past sixty (60) days by the Reporting Persons. All transactions were effectuated in the open market through a broker. Trade Date Purchaser Transaction Number of Shares Price Per Share ($) 23/05/2024 VBFI GP Buy 341,472 2.59 24/05/2024 VBFI GP Buy 31,739 2.64 28/05/2024 VBFI GP Buy 72,141 2.69 29/05/2024 VBFI GP Buy 34,358 2.68 30/05/2024 VBFI GP Buy 42,786 2.72 31/05/2024 VBFI GP Buy 79,779 2.70 03/06/2024 VBFI GP Buy 99,731 2.72 04/06/2024 VBFI GP Buy 189,195 2.71 05/06/2024 VBFI GP Buy 86,291 2.78 06/06/2024 VBFI GP Buy 155,798 2.97 11/06/2024 VBFI GP Buy 25,349 3.15 13/06/2024 VBFI GP Buy 67,502 3.15 14/06/2024 VBFI GP Buy 98,819 3.12 17/06/2024 VBFI GP Buy 74,335 3.10 18/06/2024 VBFI GP Buy 96,356 3.05 20/06/2024 VBFI GP Buy 158,625

View Full Filing

View this SC 13D filing on SEC EDGAR