CUSIP No. M9607U115
|
Schedule 13G
|
Page 2 of 9
|
1.
|
NAME OF REPORTING PERSON
Value Base Ltd. |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0 |
6.
|
SHARED VOTING POWER
5,192,926 (*) |
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
5,192,926 (*) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,192,926 (*) |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05% (*) (**) |
12.
|
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP No. M9607U115
|
Schedule 13G
|
Page 3 of 9
|
1.
|
NAME OF REPORTING PERSON
Victor Shamrich |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0 |
6.
|
SHARED VOTING POWER
5,192,926 (*) |
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
5,192,926 (*) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,192,926 (*) |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05% (*) (**) |
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. M9607U115
|
Schedule 13G
|
Page 4 of 9
|
1.
|
NAME OF REPORTING PERSON
Ido Nouberger |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0 |
6.
|
SHARED VOTING POWER
5,192,926 (*) |
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
5,192,926 (*) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,192,926 (*) |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05% (*) (**) |
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. M9607U115
|
Schedule 13G
|
Page 5 of 9
|
1.
|
NAME OF REPORTING PERSON
Value Base Fund Limited Partnership |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☒ |
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
0 |
6.
|
SHARED VOTING POWER
5,192,926 (*) |
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
5,192,926 (*) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,192,926 (*) |
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.05% (*) (**) |
12.
|
TYPE OF REPORTING PERSON (see instructions)
PN |
|
(a)
|
Name of Issuer
Valens Semiconductor Ltd. |
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices
8 Hanagar St., POB 7152, Hod Hasharon 4501309, Israel |
|
(a)
|
Name of Person Filing
This statement is filed on behalf of each of the following, which will be referred to hereinafter, individually as a “Reporting Person” and collectively as the “Reporting Persons”: - Value Base Ltd.
- Victor Shamrich
- Ido Nouberger
- Value Base Fund Limited Partnership
|
|
||
|
(b)
|
Address of the Principal Business Office of each of the Reporting Persons is:
23 Yehuda Halevi St., Tel-Aviv 6513601, Israel. |
|
||
|
(c)
|
Citizenship/Place of Organization
Each Reporting Person is a citizen of or organized under the laws of the State of Israel. |
|
||
|
(d)
|
Title of Class of Securities
Ordinary shares, no par value |
|
(e)
|
CUSIP Number
M9607U115 |
Reporting Person
|
Amount
beneficially
owned
|
Percent
of class:
|
Sole power to vote or to direct the vote:
|
Shared power to vote or to direct the vote:
|
Sole power to dispose or to direct the disposition
of:
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
||||||||||||||||||
Value Base Ltd.
|
5,192,926
|
5.05
|
%
|
0
|
5,192,926
|
0
|
5,192,926
|
|||||||||||||||||
Victor Shamrich
|
5,192,926
|
5.05
|
%
|
0
|
5,192,926
|
0
|
5,192,926
|
|||||||||||||||||
Ido Nouberger
|
5,192,926
|
5.05
|
%
|
0
|
5,192,926
|
0
|
5,192,926
|
|||||||||||||||||
Value Base Fund Limited Partnership
|
5,192,926
|
5.05
|
%
|
0
|
5,192,926
|
0
|
5,192,926
|
/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
|
/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 |
Unanimous Written Resolutions of the Directors of the Company (dated September 27, 2023) |
/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
|
/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 |
1. |
Any two of the following persons, Ido Nouberger, Victor Shamrich, Tal Yaacobi, acting jointly, are hereby authorized to:
|
a. |
execute for and on behalf of the Company, in the Company's capacity as a beneficial owner of securities, including in its capacity as the management company of Value Base Fund
Limited Partnership (“VBF”) any by the powers granted to it by the General Partner of VBF, or otherwise: (i) Forms 3, 4 and 5 and any other forms required to be
filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder, including all amendments thereto (a “Section 13 Schedule”), (iii) any joint filing agreement or similar agreement with respect to the filing of any of the Section 16 Forms or Section 13 Schedules in
clauses (i) through (ii) above; and
|
b. |
perform any and all other acts which in his discretion are necessary or desirable for and on behalf of the Company in connection with the foregoing.
|
/s/ Ido Nouberger
Name: Ido Nouberger
Title: Director
|
/s/ Victor Shamrich
Name: Victor Shamrich
Title: Director |