Valens Semiconductor (VLN) files 20-F/A to replace PwC consent and add new officer certifications

Rhea-AI Filing Summary

Valens Semiconductor Ltd. filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025. The amendment is narrow and administrative.

It is being filed solely to replace the prior consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, so that the new consent expressly refers to Valens’ Registration Statement on Form F-3 No. 333-260390.

The company is also providing new certifications from its chief executive officer and chief financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act. The amendment does not update or change any other disclosures in the original annual report.

Key Figures

Ordinary shares outstanding: 103,050,266 shares Warrants outstanding: 18,160,000 warrants Commission file number: 001-40842 +1 more

4 metrics

Ordinary shares outstanding 103,050,266 shares As of December 31, 2025

Warrants outstanding 18,160,000 warrants As of December 31, 2025

Commission file number 001-40842 Exchange Act registration

Form F-3 registration number 333-260390 Referenced in revised auditor consent

Key Terms

Form 20-F/A, Registration Statement on Form F-3, Sarbanes-Oxley Act of 2002, Inline XBRL, +1 more

5 terms

Form 20-F/A regulatory

"This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of Valens Semiconductor Ltd."

Form 20-F/A is an amended annual filing that a foreign company submits to the U.S. Securities and Exchange Commission to correct, clarify, or add information to a previously filed Form 20-F. For investors, an amendment matters because it signals that earlier disclosures changed or were incomplete—like a corrected instruction manual—and those updates can alter how you judge the company’s finances, risks, governance or legal standing, potentially affecting the stock’s value.

Registration Statement on Form F-3 regulatory

"The consent included in the Original Report omitted reference to our Registration Statement on Form F-3 (No. 333-260390)."

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Sarbanes-Oxley Act of 2002 regulatory

"Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002."

Inline XBRL technical

"Inline XBRL Instance Document."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Insider Trading Policy financial

"Valens Semiconductor Ltd. Insider Trading Policy (incorporated by reference to Exhibit 11.1... )."

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 08:33 AM Learn about SEC filing dates

FAQ

What does Valens Semiconductor (VLN) change in this Form 20-F/A amendment?

The amendment replaces the prior auditor consent with a new consent from Kesselman & Kesselman that explicitly references Valens’ Registration Statement on Form F-3 No. 333-260390, without altering other disclosures.

Why did Valens Semiconductor (VLN) need a new PwC consent in its 20-F/A?

Valens needed a new consent because the original consent from Kesselman & Kesselman omitted a reference to its Registration Statement on Form F-3 No. 333-260390. The updated consent corrects this omission for regulatory completeness.

Does the Valens Semiconductor 20-F/A amendment change its 2025 financial results?

The amendment does not change previously reported 2025 financial disclosures. It is limited to revising the auditor’s consent and providing fresh CEO and CFO certifications, leaving the original annual report information otherwise unchanged.

What certifications are included in Valens Semiconductor’s Form 20-F/A?

The amendment includes new certifications from the principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act, filed as Exhibits 12.1, 12.2, 13.1 and 13.2 to the document.

How many Valens Semiconductor (VLN) shares and warrants were outstanding at December 31, 2025?

As of December 31, 2025, Valens had 103,050,266 Ordinary Shares with no par value outstanding, along with 18,160,000 warrants to purchase additional Ordinary Shares, providing context on its equity capital structure.

Does Valens Semiconductor’s 20-F/A amendment affect its NYSE listings?

The amendment does not alter listing details. Valens’ Ordinary Shares continue to trade on the New York Stock Exchange under symbol VLN, and its warrants to purchase Ordinary Shares trade under the symbol VLNW.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40842

Valens Semiconductor Ltd.

(Exact name of Registrant as specified in its charter)

Not applicable		Israel
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

8 Hanagar St. POB 7152
Hod Hasharon 4501309 Israel

+972 (9) 762-6900

(Address of principal executive offices)

Copy to:

Guy Nathanzon
Valens Semiconductor Ltd.
8 Hanagar St. POB 7152

Hod Hasharon 4501309 Israel
Tel: +972 (9) 762-6900

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, no par value		VLN		The New York Stock Exchange
Warrants to purchase ordinary shares		VLNW		The New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:

As of December 31, 2025, the issuer had 103,050,266 Ordinary Shares, no par value, outstanding and 18,160,000 warrants to purchase Ordinary Shares, no par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒		Non-accelerated filer ☐
			Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issue by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of Valens Semiconductor Ltd. for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on February 25, 2026 (the “Original Report”). This Amendment is being filed solely to revise the consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”) included in Exhibit 15.1 of the Original Report. The consent included in the Original Report omitted reference to our Registration Statement on Form F-3 (No. 333-260390). A new consent of PwC is being filed as an exhibit hereto.

As required by Rule 12b-15 under the Exchange Act, as amended, new certifications by our principal executive officer and principal financial officer are being filed as Exhibits 12.1, 12.2, 13.1 and 13.2 to this Amendment.

This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original Report.

ITEM 19. EXHIBITS

Exhibit Number		Description
1.1		Amended and Restated Articles of Association of Valens Semiconductor Ltd. (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
2.1		Description of Securities (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
4.1		Business Combination Agreement, dated as of May 25, 2021, by and among Valens, PTK and Merger Sub. (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
4.2		Warrant Agreement, dated as of July 13, 2020, between Continental and PTK (incorporated by reference to PTK’s Current Report on Form 8-K filed on July 21, 2020).
4.3		Specimen Ordinary Share Certificate of Valens (incorporated by reference to Exhibit 4.7 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.4		Specimen Warrant Certificate of Valens (incorporated by reference to Exhibit 4.8 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.5		Form of Amended and Restated Warrant Agreement, by and among Valens, PTK and Continental. (incorporated by reference to Exhibit 4.9 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.6		Second Amended and Restated Investors’ Rights Agreement, dated as of May 25, 2021, by and among Valens, certain equityholders of Valens and certain equityholders of PTK. (incorporated by reference to Exhibit 4.10 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.7†††		Valens Semiconductor Ltd. Compensation Policy (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F filed on March 2, 2022)
4.8†††		Form of Director and Officer Indemnification Agreement. (incorporated by reference to Exhibit 10.5 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended)
4.9		Form of Subscription Agreement, by and between Valens and the subscribers party thereto (incorporated by reference to Exhibit 10.4 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.11		Form of Support Agreement, dated as of May 25, 2021, by and among Valens, PTK and certain equityholders of Valens. (Incorporated by reference to Exhibit 10.2 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.12†††		Investment Management Trust Agreement, dated as of July 13, 2020, by and between Continental and PTK (incorporated by reference to Exhibit 10.2 to PTK’s Current Report on Form 8-K filed on July 21, 2020).
4.13		Sponsor Letter Agreement, dated as of May 25, 2021, by certain officers, directors and initial stockholders of PTK in favor of Valens and PTK. (incorporated by reference to Exhibit 10.3 to Valens Semiconductor Ltd.’s Form F-4 filed with the SEC on August 26, 2021, as amended).
4.14†††		Valens Semiconductor Ltd. 2007 Option Plan (incorporated by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
4.15†††		Valens Semiconductor Ltd. 2012 Option Plan (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
4.16†††		Valens Semiconductor Ltd. 2021 Share Incentive Plan (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).

1

4.17†††		Valens Semiconductor Ltd. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F filed on March 2, 2022).
4.18		Board Nomination Agreement dated as of July 23, 2024, by and among Value Base Fund Limited Partnership, Value Base Fund Invest 1, Limited Partnership and Value Base Ltd. and Valens Semiconductor Ltd. (incorporated by reference to Exhibit 4.18 to the Company’s Annual Report on Form 20-F filed on February 26, 2025).
4.19#		Stock Purchase Agreement dated as of May 31, 2024, by and among Valens Semiconductor, Inc., Acroname Inc. and certain shareholders of Acroname Inc. and their representatives (incorporated by reference to Exhibit 4.19 to the Company’s Annual Report on Form 20-F filed on February 25, 2026).
8.1*		List of subsidiaries of Valens Semiconductor Ltd (incorporated by reference to Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed on February 25, 2026).
11.1*		Valens Semiconductor Ltd. Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Company’s Annual Report on Form 20-F filed on February 25, 2026).
12.1*		Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2*		Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1*		Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2*		Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1*		Consent of Kesselman & Kesselman, independent registered public accounting firm.
97		Valens Semiconductor Ltd. Policy For Recovery Of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 20-F filed on February 25, 2026).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

††† Indicates a management contract or compensatory plan.

# Certain portions of this exhibit (indicated by asterisks) have been redacted because they are both not material and are the type that the Registrant treats as private or confidential.

2

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	VALENS SEMICONDUCTOR LTD.
Date: May 13, 2026	By:	/s/ Yoram Salinger
	Name:	Yoram Salinger
	Title:	Chief Executive Officer
Date: May 13, 2026	By:	/s/ Guy Nathanzon
	Name:	Guy Nathanzon
	Title:	Chief Financial Officer

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