Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
VALENS SEMICONDUCTOR LTD.
(Name of Issuer)
Ordinary Shares, No Par Value
(Title of Class of Securities)
M9607U115
(CUSIP Number)
December 31, 2021
(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 the disclosures provided in a prior cover page. |
The information required in 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 | 13G | 2 |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital VAL, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,190,619 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,190,619 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,190,619 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.41% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | This statement on Schedule 13G is filed by Linse Capital VAL, LLC (“Linse VAL”), Linse Capital LLC (“Linse Capital”) and Michael Linse (“Linse,” together with Linse VAL and Linse Capital, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | This amount consists of shares of Common Stock held by Linse VAL. Linse Capital is the manager of Linse VAL. Linse is the managing director of Linse Capital. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse VAL, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 98,094,171 shares of Common Stock outstanding as of October 1, 2021 as set forth in the Issuer’s Prospectus on Form 424B3, as filed with the Securities and Exchange Commission on October 27, 2021. |
| CUSIP No. M9607U115 | 13G | 3 |
| 1 | NAMES OF REPORTING PERSONS
Linse Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,190,619 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,190,619 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,190,619 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.41% (3) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | All of the shares are held by Linse VAL. Linse Capital is the manager of Linse VAL. Linse is the managing director of Linse Capital. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse VAL, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 98,094,171 shares of Common Stock outstanding as of October 1, 2021 as set forth in the Issuer’s Prospectus on Form 424B3, as filed with the Securities and Exchange Commission on October 27, 2021. |
| CUSIP No. M9607U115 | 13G | 4 |
| 1 | NAMES OF REPORTING PERSONS
Michael Linse | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
11,190,619 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
11,190,619 (2) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,190,619 (2) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.41% (4) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | All of the shares are held by Linse VAL. Linse Capital is the manager of Linse VAL. Linse is the managing director of Linse Capital. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse VAL, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 98,094,171 shares of Common Stock outstanding as of October 1, 2021 as set forth in the Issuer’s Prospectus on Form 424B3, as filed with the Securities and Exchange Commission on October 27, 2021. |
| CUSIP No. M9607U115 | 13G | 5 |
| Item 1(a). | Name of Issuer: |
Valens Semiconductor Ltd.
| Item 1(b). | Address of Issuer’s Principal Executive Officers: |
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
| Item 2(a). | Name of Person(s) Filing: |
Linse Capital VAL, LLC (“Linse VAL”)
Linse Capital LLC (“Linse Capital”)
Michael Linse (“Linse”)
| Item 2(b). | Address of Principal Business Office: |
Linse Capital LLC
53 Calle Palmeras, Suite 601
San Juan, Puerto Rico 00901
| Item 2©. | Citizenship: |
| Linse VAL Linse Capital |
Delaware, United States of America Delaware, United States of America | |
| Linse | United States of America |
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares, No Par Value
| Item 2(e). | CUSIP Number: |
M9607U115
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the beneficial ownership of Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021:
| CUSIP No. M9607U115 | 13G | 6 |
| Reporting Persons | Shares Held Directly |
Sole Voting Power |
Shared Voting Power (1) |
Sole Dispositive Power |
Shared Dispositive Power (1) |
Beneficial Ownership(1) |
Percentage of Class (1, 3) |
|||||||||||||||||||||
| Linse VAL (2) |
11,190,619 | 0 | 11,190,619 | 0 | 11,190,619 | 11,190,619 | 11.41 | % | ||||||||||||||||||||
| Linse Capital (2) |
0 | 0 | 11,190,619 | 0 | 11,190,619 | 11,190,619 | 11.41 | % | ||||||||||||||||||||
| Linse (2) |
0 | 0 | 11,190,619 | 0 | 11,190,619 | 11,190,619 | 11.41 | % | ||||||||||||||||||||
| (1) | Represents the number of shares of Common Stock and the number of shares of Common Stock issuable upon exercise of options, warrants and other convertible securities that are exercisable within 60 days of the date of this statement on Schedule 13G (“Securities”) currently beneficially owned by the Reporting Persons. |
| (2) | All of the shares are held by Linse VAL. Linse Capital is the manager of Linse VAL. Linse is the managing director of Linse Capital. Each of Linse and Linse Capital possesses power to direct the voting and disposition of the shares owned by Linse VAL, and each of Linse and Linse Capital may be deemed to have an indirect beneficial ownership of such shares. |
| (3) | The percentages set forth on the cover sheets are calculated based on 98,094,171 shares of Common Stock outstanding as of October 1, 2021 as set forth in the Issuer’s Prospectus on Form 424B3, as filed with the Securities and Exchange Commission on October 27, 2021. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| 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 or Control Person: |
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: |
Not applicable.
| CUSIP No. M9607U115 | 13G | 7 |
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: February 11, 2022
| LINSE CAPITAL VAL, LLC | ||
| By: | Linse Capital LLC | |
| a Delaware limited liability company and Manager of Linse Capital VAL, LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| LINSE CAPITAL LLC | ||
| By: | /s/ Michael Linse | |
| Michael Linse, Managing Director | ||
| /s/ Michael Linse |
| Michael Linse |
Exhibit(s):
99.1: Joint Filing Statement