Sec Form 13G Filing - Value Base Ltd. filing for Valens Semiconductor Ltd. (VLN) - 2023-09-28

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, D.C. 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)
 
September 18, 2023
(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

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

(*) 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.
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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

(*) 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.
3

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

(*) 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.
4

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

(*) 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.
5

Item 1.
 
 
(a)
Name of Issuer
Valens Semiconductor Ltd.
 
    
 
(b)
Address of Issuer’s Principal Executive Offices
8 Hanagar St., POB 7152, Hod Hasharon 4501309, Israel
 
Item 2.
 
 
(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
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
 
Not applicable.
6
 
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.
 
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
  
 
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.
 
7
 
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 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
 
* Signature authority provided in Exhibit 2 to this statement on Schedule 13G.

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