SEC Form SC 13G/A filed by Valens Semiconductor Ltd. (Amendment)

	☐	Rule 13d-1(b)
	☐	Rule 13d-1(c)
	☒	Rule 13d-1(d)

(1)	Based on 104,160,646 ordinary shares issued and outstanding of as of February 8, 2024, based on information provided by the Issuer on February 8, 2024.

Item 1(a)

Name of Issuer:

Valens Semiconductor Ltd. (the “Issuer”)

Item 1(b)

Address of Issuer’s Principal Executive Offices:

8 Hanagar St. POB 7152, Hod Hasharon 4501309, Israel.

Item 2(a)

Name of Person Filing:

The following entities and individual, listed in (i)-(iii) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”:

(i)

Genesis Partners III L.P. (“Genesis III”)

(ii)

Valens S.P.V. (“SPV”)

(iii)

Eyal Kishon (the “Reporting Individual”)

In March 2023, SPV sold 500,000 ordinary shares of the Issuer and completed a pro rata distribution in-kind of 998,825 to its partners for no consideration. Genesis III is controlled by the Reporting Individual, who is the General Partner of Genesis III. As of the date hereof, Genesis III and SPV do not beneficially own any ordinary shares of the Issuer.

Item 2(b)

Address or Principal Business Office or, if none, Residence:

13 Basel Street, Herzliya, 4666013, Israel.

Item 2(c)

Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

(i)

Genesis III— Israel

(ii)

SPV— Israel

(iii)

Reporting Individual— Israel

Item 2(d)

Title of Class of Securities:

Ordinary Shares, no par value

Item 2(e)

CUSIP Number:

M9607U 115

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:

Not applicable.

Item 4

Ownership.

See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Persons, which are incorporated by reference herein.

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 person has ceased to be the beneficial owner of more than 5 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

Certifications.

Not applicable.

Dated: February 14, 2024
	GENESIS PARTNERS III L.P
	By:	/s/ Eyal Kishon
	Name:	Eyal Kishon
	Title:	General Partner
		VALENS S.P.V.
	By:	/s/ Eyal Kishon
	Name:	Eyal Kishon
	Title:	General Partner
		/s/ Eyal Kishon
		Eyal Kishon