SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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) |