{"url_path":"/sec/vln-wt/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"20-F/A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1863006/0001213900-26-055471-index.html","accession_number":"0001213900-26-055471","cik":"0001863006","ticker":"VLN","issuer_name":"Valens Semiconductor Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1863006/0001213900-26-055471-index.html","primary_entity_key":"0001863006","primary_entity_name":"Valens Semiconductor Ltd."},"word_count":820,"has_tables":true,"body_markdown":"**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION\nWASHINGTON, D.C. 20549**\n\n \n\n**FORM 20-F/A**\n\n**(Amendment No. 1)**\n\n \n\n**(Mark One)**\n\n☐\n**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**OR**\n\n \n\n☒\n**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the fiscal year ended December 31, 2025**\n\n \n\n**OR**\n\n** **\n\n☐\n**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**OR**\n\n \n\n☐\n**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**Commission File Number: 001-40842**\n\n** **\n\n****\n\n**Valens Semiconductor Ltd.**\n\n**(Exact name of Registrant as specified in its\ncharter)**\n\n \n\n**Not applicable**   **Israel**\n\n**(Translation of Registrant’s name into English)**   **(Jurisdiction of incorporation or organization)**\n\n** **\n\n**8 Hanagar St. POB 7152\nHod Hasharon 4501309 Israel**\n\n**+972 (9) 762-6900**\n\n**(Address of principal executive offices)**\n\n** **\n\n**Copy to:**\n\n \n\n**Guy Nathanzon\nValens Semiconductor Ltd.\n8 Hanagar St. POB 7152**\n\n**Hod Hasharon 4501309 Israel\nTel: +972 (9) 762-6900**\n\n**(Name, Telephone, Email and/or Facsimile number\nand Address of Company Contact Person)**\n\n** **\n\n**Securities registered or to be registered pursuant\nto Section 12(b) of the Act:**\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which registered**\n\n**Ordinary shares, no par value**   **VLN**   **The New York Stock Exchange**\n\n**Warrants to purchase ordinary shares**   **VLNW**   **The New York Stock Exchange**\n\n** **\n\n**Securities registered or to be registered pursuant\nto Section 12(g) of the Act: None**\n\n \n\n**Securities for which there is a reporting obligation\npursuant to Section 15(d) of the Act: None**\n\n \n\n \n\n \n\n \n\nIndicate the number of outstanding shares of each of the issuer’s\nclasses of capital or common stock as of the close of the period covered by the shell company report:\n\n \n\nAs of December 31, 2025, the issuer had 103,050,266 Ordinary Shares,\nno par value, outstanding and 18,160,000 warrants to purchase Ordinary Shares, no par value.\n\n \n\nIndicate by check mark if the registrant is a well-known seasoned\nissuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒\n\n \n\nIf this report is an annual or transition report, indicate by check\nmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐\nNo ☒\n\n \n\nIndicate by check mark whether the registrant: (1) has filed all reports\nrequired 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\nperiod that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.\nYes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant has submitted electronically\nevery Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the\npreceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒\nNo ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated\nfiler, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,”\n“large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):\n\n \n\nLarge accelerated filer ☐ Accelerated filer ☒   Non-accelerated filer ☐\n\n      Emerging growth company ☒\n\n \n\nIf an emerging growth company that prepares its financial statements\nin accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n†The term “new or revised\nfinancial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards\nCodification after April 5, 2012.\n\n \n\nIndicate by check mark whether the registrant has filed a report on\nand attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section\n404(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.\n☐\n\n \n\nIf securities are registered pursuant to Section 12(b) of the Act,\nindicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to\npreviously issued financial statements. ☐\n\n \n\nIndicate by check mark whether any of those error corrections are restatements\nthat required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during\nthe relevant recovery period pursuant to §240.10D-1(b). ☐\n\n \n\nIndicate by check mark which basis of accounting the registrant has\nused to prepare the financial statements included in this filing:\n\n \n\nU.S. GAAP ☒ International Financial Reporting Standards as issue by the International Accounting Standards Board ☐ Other ☐\n\n \n\nIf “Other” has been checked in response to the previous\nquestion indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐"}