UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-40842
VALENS SEMICONDUCTOR LTD.
(Exact name of registrant as specified in its
charter)
8 Hanagar St. POB 7152
Hod Hasharon 4501309
Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
Valens Semiconductor Ltd. (the “Company”
or “Registrant”) hereby furnishes the following documents:
| i. | Notice and Proxy Statement
with respect to the Company’s Annual General Meeting of Shareholders to be held on Tuesday, December 16, 2025, describing the proposals
to be voted upon at the meeting, the procedure for voting in person or by proxy at the meeting and various other details related to the
meeting; and |
| ii. | a Proxy Card whereby holders
of Company’s shares may vote at the meeting without attending in person. |
The information contained in this Form 6-K
is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-260390)
and Form S-8 (File Nos. 333-259849, 333-269250, 333-276520
and 333-285792). The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific
reference in such a filing.
TABLE OF CONTENTS
| ITEM |
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| 99.1 |
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Notice and Proxy statement for the Annual General Meeting of Shareholders of the Company to be held on December 16, 2025. |
| 99.2 |
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Proxy card for the Annual General Meeting of Shareholders of the Company to be held on December 16, 2025. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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VALENS SEMICONDUCTOR LTD. |
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By: |
/s/ Gideon Ben-Zvi |
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Name: |
Gideon Ben-Zvi |
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Title: |
Chief Executive Officer |
Date: November 10, 2025