Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Financial Statement Error Correction [Flag] | false |
Document Shell Company Report | false |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
ICFR Auditor Attestation Flag | false |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Information [Line Items] | |
Entity Registrant Name | Valens Semiconductor Ltd. |
Entity Central Index Key | 0001863006 |
Entity File Number | 001-40842 |
Entity Incorporation, State or Country Code | L3 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Shell Company | false |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Contact Personnel [Line Items] | |
Entity Address, Address Line One | 8 Hanagar St. POB 7152 |
Entity Address, City or Town | Hod Hasharon |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4501309 |
Entity Listings [Line Items] | |
Entity Common Stock, Shares Outstanding | 104,160,646 |
Ordinary shares, no par value | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Ordinary shares, no par value |
Trading Symbol | VLN |
Security Exchange Name | NYSE |
Warrants to purchase ordinary shares | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Warrants to purchase ordinary shares |
Trading Symbol | VLNW |
Security Exchange Name | NYSE |
Business Contact [Member] | |
Entity Contact Personnel [Line Items] | |
Contact Personnel Name | Guy Nathanzon |
Entity Address, Address Line One | 8 Hanagar St. POB 7152 |
Entity Address, City or Town | Hod Hasharon |
Entity Address, Country | IL |
Entity Address, Postal Zip Code | 4501309 |
Entity Phone Fax Numbers [Line Items] | |
City Area Code | +972 |
Local Phone Number | 762-6900 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Kesselman & Kesselman |
Auditor Firm ID | 1309 |
Auditor Location | Tel-Aviv, Israel |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 17,261 | $ 20,024 |
Short-term deposits | 124,759 | 128,363 |
Trade accounts receivables | 14,642 | 11,514 |
Prepaid expenses and other current assets | 4,196 | 4,793 |
Inventories | 13,836 | 23,816 |
TOTAL CURRENT ASSETS | 174,694 | 188,510 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 2,954 | 2,790 |
Operating lease right-of-use assets | 2,202 | 3,824 |
Other assets | 708 | 535 |
TOTAL LONG-TERM ASSETS | 5,864 | 7,149 |
TOTAL ASSETS | 180,558 | 195,659 |
CURRENT LIABILITIES: | ||
Trade accounts payable | 4,950 | 10,651 |
Accrued compensation | 4,257 | 6,206 |
Current maturities of operating leases liabilities | 1,766 | 1,811 |
Other current liabilities | 4,958 | 6,121 |
TOTAL CURRENT LIABILITIES | 15,931 | 24,789 |
LONG-TERM LIABILITIES: | ||
Forfeiture Shares, no par value: 1,006,250 shares authorized, issued and outstanding as of December 31, 2023 and 2022; | 38 | 1,751 |
Operating leases liabilities | 190 | 1,624 |
Other long-term liabilities | 95 | 54 |
TOTAL LONG-TERM LIABILITIES | 323 | 3,429 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
TOTAL LIABILITIES | 16,254 | 28,218 |
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, no par value: 700,000,000 shares authorized as of December 31, 2023 and 2022; 103,154,396 and 98,876,266 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 1,006,250 Ordinary shares subject to forfeiture) | 49 | 49 |
Additional paid-in capital | 341,591 | 325,067 |
Accumulated deficit | (177,336) | (157,675) |
TOTAL SHAREHOLDERS’ EQUITY | 164,304 | 167,441 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 180,558 | $ 195,659 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Forfeiture shares, no par value (in Dollars per share) | $ 0 | $ 0 |
Forfeiture shares, authorized | 1,006,250 | 1,006,250 |
Forfeiture shares, issued | 1,006,250 | 1,006,250 |
Forfeiture shares, outstanding | 1,006,250 | 1,006,250 |
Ordinary shares, no par value (in Dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized | 700,000,000 | 700,000,000 |
Ordinary shares, shares issued | 103,154,396 | 98,876,266 |
Ordinary shares, shares outstanding | 103,154,396 | 98,876,266 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Statement [Abstract] | ||||
REVENUES | $ 84,161 | $ 90,715 | $ 70,684 | |
COST OF REVENUES | (31,569) | (27,325) | (20,105) | |
GROSS PROFIT | 52,592 | 63,390 | 50,579 | |
OPERATING EXPENSES: | ||||
Research and development expenses | (48,171) | (58,207) | (46,875) | |
Sales and marketing expenses | (17,314) | (16,959) | (14,214) | |
General and administrative expenses | (14,024) | (16,593) | (16,556) | |
TOTAL OPERATING EXPENSES | (79,509) | (91,759) | (77,645) | |
OPERATING LOSS | (26,917) | (28,369) | (27,066) | |
Change in fair value of Forfeiture Shares | 1,713 | 2,907 | (173) | |
Financial income (expenses), net | 5,637 | (1,770) | 1,102 | |
LOSS BEFORE INCOME TAXES | (19,567) | (27,232) | (26,137) | |
INCOME TAXES | (112) | (451) | (407) | |
LOSS AFTER INCOME TAXES | (19,679) | (27,683) | (26,544) | |
Equity in earnings of investee | 18 | 16 | 10 | |
NET LOSS | $ (19,661) | $ (27,667) | $ (26,534) | |
Basic net loss per Ordinary Share (in Dollars per share) | $ (0.19) | $ (0.28) | $ (1.15) | [1] |
Weighted average number of shares used in computing net loss per Ordinary Share (in Shares) | 101,985,939 | 97,820,782 | 33,031,205 | [1] |
[1]Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Income Statement [Abstract] | ||||
Diluted net loss per ordinary share | $ (0.19) | $ (0.28) | $ (1.15) | |
Weighted average number of shares used in computing net loss per ordinary share, dluted | 101,985,939 | 97,820,782 | 33,031,205 | |
[1]Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity - USD ($) $ in Thousands | Ordinary shares | Additional paid- in capital | Accumulated deficit | Total | ||
BALANCE at Dec. 31, 2020 | $ 40 | $ 21,211 | $ (103,474) | $ (82,223) | ||
BALANCE (in Shares) at Dec. 31, 2020 | 10,795,372 | |||||
Exercise of options | $ 9 | 1,237 | 1,246 | |||
Exercise of options (in Shares) | 1,722,880 | |||||
Stock-based compensation | 9,869 | 9,869 | ||||
Conversion of Redeemable Convertible Preferred Shares | 150,179 | 150,179 | ||||
Conversion of Redeemable Convertible Preferred Shares (in Shares) | 67,242,640 | |||||
Merger transaction, net (Note 1(c)) | 129,660 | 129,660 | ||||
Merger transaction, net (Note 1(c)) (in Shares) | [1] | 17,361,513 | ||||
Net loss | (26,534) | (26,534) | ||||
BALANCE at Dec. 31, 2021 | $ 49 | 312,156 | (130,008) | 182,197 | ||
BALANCE (in Shares) at Dec. 31, 2021 | [1] | 97,122,405 | ||||
Exercise of options | 822 | 822 | ||||
Exercise of options (in Shares) | 1,753,861 | |||||
Stock-based compensation | 12,089 | 12,089 | ||||
Net loss | (27,667) | (27,667) | ||||
BALANCE at Dec. 31, 2022 | $ 49 | 325,067 | (157,675) | $ 167,441 | ||
BALANCE (in Shares) at Dec. 31, 2022 | 98,876,266 | [1] | 98,876,266 | |||
Exercise of options | 1,498 | $ 1,498 | ||||
Exercise of options (in Shares) | 4,278,130 | 2,647,907 | ||||
Stock-based compensation | 15,026 | $ 15,026 | ||||
Net loss | (19,661) | (19,661) | ||||
BALANCE at Dec. 31, 2023 | $ 49 | $ 341,591 | $ (177,336) | $ 164,304 | ||
BALANCE (in Shares) at Dec. 31, 2023 | 103,154,396 | [1] | 103,154,396 | |||
[1] Excluding 1,006,250 Forfeiture Shares. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (19,661) | $ (27,667) | $ (26,534) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,632 | 1,377 | 1,099 |
Stock-based compensation | 15,026 | 12,089 | 9,869 |
Exchange rate differences | 945 | 4,259 | (496) |
Interest on short-term deposits | (848) | (1,213) | 87 |
Change in fair value of Forfeiture Shares | (1,713) | (2,907) | 173 |
Reduction in the carrying amount of ROU assets | 1,874 | 1,726 | |
Equity in earnings of investee, net of dividend received | 1 | 18 | |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | (3,166) | (4,419) | 1,584 |
Prepaid expenses and other current assets | 489 | 3,462 | (5,286) |
Inventories | 9,980 | (14,494) | (6,163) |
Long-term assets | (174) | 293 | (411) |
Trade accounts payable | (6,374) | 5,841 | 2,633 |
Accrued compensation | (1,949) | 1,623 | 633 |
Other current liabilities | (864) | (502) | 1,184 |
Change in operating lease liabilities | (1,598) | (1,571) | |
Other long-term liabilities | 41 | 8 | 1 |
Net cash used in operating activities | (6,359) | (22,095) | (21,609) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in short-term deposits | (206,024) | (214,522) | (121,947) |
Maturities of short-term deposits | 208,561 | 203,902 | 39,227 |
Purchase of property and equipment | (1,185) | (1,109) | (1,443) |
Net cash provided by (used in) investing activities | 1,352 | (11,729) | (84,163) |
CASH FLOWS FROM FINANCING ACTIVITIES - | |||
Proceeds from Transactions related to the Merger, net | 134,185 | ||
Exercise of options | 1,498 | 822 | 1,246 |
Net cash provided by financing activities | 1,498 | 822 | 135,431 |
Effect of exchange rate changes on cash and cash equivalents | 746 | (3,765) | 816 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,763) | (36,767) | 30,475 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 20,024 | 56,791 | 26,316 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 17,261 | 20,024 | 56,791 |
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION - | |||
Cash paid for taxes | 293 | 214 | 417 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Trade accounts payable on account on property and equipment | 611 | 317 | 44 |
Unpaid issuance costs classified to additional paid in capital | 41 | ||
Operating lease liabilities arising from obtaining operating right-of-use assets, excluding the impact of $4.9 million recognized on initial adoption, refer also to note 2(q) | 398 | 648 | |
Conversion of Redeemable Convertible Preferred Shares | 150,179 | ||
Issuance of Forfeiture Shares | $ 4,485 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Operating lease liabilities arising from obtaining operating right-of-use assets | $ 398 | $ 648 |
General
General | 12 Months Ended |
Dec. 31, 2023 | |
General [Abstract] | |
GENERAL | NOTE 1 - GENERAL: a. Valens Semiconductor Ltd. (hereafter “Valens”, and together with its wholly owned subsidiaries, the “Company”), was incorporated in Israel in 2006. Valens is a leading provider of semiconductor products (chips), operates in the Audio-Video and Automotive industries, renowned for its Physical Layer (PHY) technologies, enabling resilient high-speed connectivity over simple, low-cost infrastructure. Valens is the inventor of the HDBaseT Technology, which enables the converged delivery of ultra-high-definition digital video and audio, Ethernet, control signals, USB and power through a single cable. In the audio-video space, Valens’ HDBaseT technology enables plug-and-play digital connectivity between ultra-HD video sources and remote displays. In the automotive domain, Valens’ product offering includes both symmetric and asymmetric connectivity solutions for high bandwidth transmission of native interfaces over a single low-cost wires and connectors. Valens’ advanced PHY technologies for the auto industry provides the safety and resilience required to handle the noisy automotive environment, addressing the needs of Advanced driver-assistance systems (ADAS), Automotive Data Solutions (ADS), infotainment, telematics and backbone connectivity. b. As of December 31, 2023, and 2022, the Company has wholly owned subsidiaries in the United States, Japan, China, and Germany primarily for the marketing of and support for the Company’s products. In March 2010, the Company incorporated, together with Samsung Electronics, LG Electronics and Sony Pictures Technologies Inc., the HDBaseT Licensing LLC (the “LLC’) in Oregon, USA. The Company holds 25% of interest in the LLC. The LLC’s purposes are (i) to hold, obtain, license and/or acquire rights to certain intellectual property associated with or connected to or related to technical specifications developed by the HDBaseT Alliance, an Oregon nonprofit mutual benefit corporation (hereafter the “Alliance”), to enter into licensing arrangements for such intellectual property as required by the intellectual property rights policy of the Alliance; and (ii) to engage in any other lawful act or activity for which limited liability companies may be formed under the Act, and to do all things incidental to such purposes. c. On September 29, 2021 (the “Closing Date”), the Company consummated a merger transaction (referred to as the “Merger Agreement Closing”) pursuant to a merger agreement, dated May 25, 2021 (the “Merger Agreement”), by and among the Company, PTK Acquisition Corp., a Delaware corporation whose common stock and warrants were then traded on the New York Stock Exchange (“PTK” or “SPAC”) and Valens Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). As a result of the Merger Agreement Closing, and upon consummation of other transactions contemplated by the Merger Agreement Closing (the “Transactions”), PTK became a wholly owned subsidiary of the Company, and (a) each of the PTK Warrants (total of 18,160,000 warrants (composed of 11,500,000 Public Warrants (“Public Warrants”) and 6,660,000 Private Warrants as both further disclosed in Note 9(b) below) convertible into 9,080,000 PTK common stock), automatically became a Company Warrant and all rights with respect to the PTK common stock underlying the PTK Warrants were automatically converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company, and (b) each PTK common stock issued and outstanding immediately prior to the Merger Agreement Closing was converted automatically into one Company Ordinary Share (for total of 5,867,763 Ordinary Shares including the Ordinary Shares subject to forfeiture). The total proceeds received by the Company as part of the above Transactions totaled to $29.9 million. In connection therewith, the Company issued to the PTK’s sponsor: (a) 2,875,000 Ordinary Shares; and (b) 6,660,000 warrants, each of which entitles the holder thereof to purchase one half (1/2) of a Company Ordinary Share (the “Private Warrants”, refer also to Note 9(b) below) ((a) and (b) together, the “Sponsor Equity”). The Sponsor Equity is subject to certain terms and conditions, as set forth in the Merger Agreement. 35% of the Valens Ordinary Shares that the PTK sponsor received in respect of its PTK common stock (i.e., 1,006,250 Ordinary Shares), are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time after the Closing Date or if an M&A Transaction (as defined in the Merger Agreement), does not occur at a certain minimum price (the “Forfeiture Shares”). Such Forfeiture Shares are classified as a liability and presented at fair value, although they are considered outstanding shares and are entitled to voting rights and distributions. Please refer in addition to Note 2(x). Concurrently with the execution of the Merger Agreement, Valens and certain accredited investors, entered into a series of subscription agreements, providing for the purchase by the PIPE (Private Investment in Public Equity) Investors at the Closing Date of an aggregate of 12,500,000 Valens Ordinary Shares at a price per share of $10.00, for gross proceeds to Valens of $125.0 million (collectively, the “PIPE Financing”). Pursuant to the Merger Agreement Closing, and immediately prior to the consummation of the Merger and the PIPE Financing, the Company effected a recapitalization transaction whereby (i) all of the Company Preferred Shares were converted on a one-to-one basis into the Company Ordinary Shares, (ii) each Company Ordinary Share that was issued and outstanding immediately prior to the Closing Date, was reverse split into a number of the Company Ordinary Shares, such that each Company Ordinary Share had an implied value of $10.00 per share at the Closing Date, after giving effect to a stock reverse split ratio of 0.662531-to-one Ordinary Share (the “Reverse Stock Split”), ((i) and (ii) collectively the “Recapitalization”), (iii) the Company adopted amended and restated articles of association and (iv) any outstanding stock options of the Company issued and outstanding immediately prior to the Closing Date were adjusted to give effect to the foregoing transactions and remained outstanding and their exercise prices were adjusted accordingly. In addition, the Company eliminated the par value of its Ordinary Shares. As a result, all Ordinary Shares, options exercisable for Ordinary Shares, exercise prices and income (loss) per share amounts have been adjusted on a retroactive basis, for all periods presented in these consolidated financial statements, to reflect such Reverse Stock Split. The number of Preferred Shares has not been retrospectively adjusted in these consolidated financial statements since the conversion to Ordinary Shares occurred simultaneously with the Reverse Stock Split. The conversion of the Redeemable Convertible Preferred Shares was reflected on the Closing Date. The total number of Preferred Shares converted into Ordinary Shares on September 29, 2021, was 67,242,640 after giving effect of the Reverse Stock Split. The net proceeds received by the Company as part of the Merger Agreement Closing and the PIPE Financing totaled to $131.6 million; underwriting fees and issuance costs (which consist of certain legal, accounting and other costs) amounted to $23.4 million, out of which an amount of $20.8 million was recorded as a reduction to Shareholders’ Equity, and an amount of $2.6 million was recorded within Statements of Operations ($2.1 million in the General and administrative expenses and $0.5 million was recorded in the Financial income, net). In addition, and as part of the Merger Agreement Closing and the PIPE Financing, i) the Company booked within the General and Administrative expenses an amount of approximately $3.4 million, due to options vesting acceleration resulted from the Merger Agreement Closing (refer also to note 10); and ii) the Company recorded the Forfeiture Shares liability of $4.5 million against the Additional Paid In Capital (refer also to note 2(x)). d. The Company continues to monitor the implications of the COVID-19 pandemic and macroeconomic environment on its operations and on its supply chain, and may modify its business practices and policies from time to time. The ability to quantify the impact of the pandemic on the Company’s business remains limited and its effects on the business are unlikely to be fully realized, or reflected in the Company’s financial results, until future periods. e. On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israel’s civilian population and industrial centers along Israel’s border with the Gaza Strip and in the Central District of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against the organization as Hamas has continued its rocket and terror attacks in parallel. In addition, Hezbollah has attacked military and civilian targets in northern Israel, to which Israel has responded. How long and how severe the current conflict in Gaza becomes is unknown at this time and any continued clash among Israel, Hamas or Hezbollah or other countries in the region may escalate in the future into a greater regional conflict. To date the Company’s operations and financial results have not been materially affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). b. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances. On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards, estimated useful lives of fixed assets and forfeiture shares liability. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. c. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements. d. Functional Currency The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of income (loss) as part of “financial income (expenses), net”. e. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase. f. Short term deposits Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2023, and 2022, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 5.8% and 4.2%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest. g. Fair Value of Financial Instruments The FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company’s financial instruments consist of cash, cash equivalents, short-term bank deposits, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability. Other than the Forfeiture Shares liability (see below), the recorded amounts approximate their respective fair value because of the liquidity and short period of time to maturity, receipt or payment of these instruments. The Company’s financial instruments which are considered as a Level 3 measurement are Forfeiture Shares liability (refer also to note 8). h. Accounts Receivable, net Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. The Company’s accounts receivables accounting policy from January 1, 2023, following the adoption of the new CECL standard: The Company estimates CECL on trade receivables at inception for estimated losses resulting from the inability of the Company’s customers to make required payments, based on estimated current expected credit losses. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering historical information, current market conditions and reasonable and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. There were no write-offs of accounts receivable for the years ended December 31, 2023, 2022 and 2021, respectively. There are no expected credit losses recorded as of December 31, 2023, and December 31, 2022. The Company’s accounts receivables accounting policy until December 31, 2022, prior to the adoption of the new CECL standard: The Company assesses the need for allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments by considering factors such as historical collection experience, credit quality, aging of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. i. Inventories Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped. j. Property and equipment Property and equipment are stated at cost less accumulated depreciation that is calculated using the straight-line method over the estimated useful lives of the related assets, as follows: % Computers and software 33 Electronic and laboratory equipment 15–33 Furniture and office equipment 7 Production equipment 33–50 Leasehold improvements are depreciated by the straight-line method over the shorter of the term of the lease or the estimated useful life of such improvements. k. Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize an impairment loss on its long-lived assets. l. Severance Pay Valens: The employees of Valens Ltd. elected to be included under section 14 of the Israeli Severance Compensation Act, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with section 14 release Valens Ltd. from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet as they are not under the Company’s control. Chinese subsidiary: m. Revenue recognition The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when (or as) the performance obligation is satisfied. The Company uses the following practical expedients that are permitted under ASC 606: ● The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses. ● When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. ● The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less. The Company generates revenues mainly from selling semiconductor products (chips). Revenues are recognized when the customer (which includes distributors) obtains control over the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company does not grant a right of return, refund, cancelation or termination. From time to time, the Company provides certain distributors with the right to free or discounted goods products in future periods that provides a material right to the customer. In such cases, such right is accounted for as a separate performance obligation. As of December 31, 2023, and 2022, the deferred revenues for such material rights were $0 thousand and $0 thousand, respectively. The amounts of revenues recognized in the period that were included in the opening deferred revenues balance were $0 and $54 thousand for the years ended December 31, 2023, and December 31, 2022, respectively. The Company generally provides to its customers a limited warranty assurance that the sold products are in compliance with the applicable specifications at the time of delivery. Under the Company’s standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items. To the extent the Company sells extended warranty, the recognition of such revenue is deferred until such warranty is in effect. n. Cost of Revenues Cost of revenues includes cost of materials, such as the cost of wafers, costs associated with packaging, assembly and testing costs, as well as royalties, shipping cost, depreciation cost of production equipment, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support. o. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2023, 2022 and 2021 amounted $482 thousand, $615 thousand and $790 thousand, respectively. q. Leases Lease accounting policy from January 1, 2022, following the adoption of ASC 842: On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“Topic 842”). The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets. Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are included in other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheet. Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive income (loss). Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised. The Company elected to apply the short-term lease exemption for lease with a non-cancelable period of twelve months or less. Additionally, the Company has lease agreements with lease and non-lease components. The non-lease components are accounted for separately and not included in the leased assets and corresponding liabilities. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. Such variable payments are recognized in the consolidated statements of operations and comprehensive income (loss) in the period in which the event or condition that triggers the payment occurs. These variable payment amounts were not material to the consolidated financial statements for the periods presented. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable. Lease accounting policy until December 31, 2021, prior to the adoption of ASC 842: The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals for operating leases are charged to expense using the straight-line method. r. Equity investee Investment in which the Company exercises significant influence, and which is not considered a subsidiary is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment, see Note 1b. The equity investee is included within Other assets and totaled to $16 thousand and $17 thousand as of December 31, 2023 and 2022, respectively. s. Segment reporting The chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments. The Company’s business includes two operating segments based on the two markets the Company serves: 1) Audio-Video: The Company solutions for the Audio-Video market deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable. The products sold into enterprise, Industrial, digital signage, medical, residential, education and VR markets. 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars. t. Net income (loss) per Ordinary Share Net loss per Ordinary Share is computed by adjusting net loss by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net loss per Ordinary Share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net loss per Ordinary Share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the year, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. As long as the company had Redeemable Convertible Preferred Shares outstanding, net loss per Ordinary Share was calculated and reported under the “two-class” method. For periods where there was a net loss, no loss was allocated to the participating securities because they had no contractual obligation to share in the losses. The Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date. The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the Closing Date were included in the basic net loss per share calculation on a prospective basis. u. Stock-based compensation The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures. 1) With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock by using the volatility rates of its peer companies, as well as the historical volatility rates of the Company. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models. 2) With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs. v. Concentrations of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in short-term deposits and trade accounts receivable. As of December 31, 2023, and 2022, the Company had cash and cash equivalents totaling $17,261 thousand and $20,024 thousand, respectively, as well as short-term deposits of $124,759 thousand and $128,363 thousand as of December 31, 2023, and 2022, respectively, which are deposited in major Israeli, U.S, Japanese, German and Chinese financial institutions. The Company’s management believes that these financial institutions are financially sound. The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2023, and 2022, the Company did not have expected credit losses. w. Income taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes. x. Forfeiture shares Shares issued to PTK’s sponsor that are subject to forfeiture (“Forfeiture Shares”) are evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares are not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Closing Date. This liability is subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value is recognized in the Company’s statement of operations. y. Public and Private Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the Public and the Private Warrants are considered indexed to the entity’s own stock and are classified within equity. z. New Accounting Pronouncements Recently adopted accounting standards: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company adopted ASC 326 on January 1, 2023, and there was no material impact on the Company’s consolidated balance sheet and the consolidated statements of operations upon adoption. Accounting Pronouncements effective in future periods: In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its Segment disclosure. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 3 - INVENTORIES: December 31 2023 2022 U.S. dollars in thousands Work in process 6,176 9,870 Finished goods 7,660 13,946 13,836 23,816 Inventories write-downs amounted to $1,097 thousand, $23 thousand and $0 thousand during the years ended December 31, 2023, 2022 and 2021, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 - PROPERTY AND EQUIPMENT, NET: December 31 2023 2022 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,927 4,538 Furniture and office equipment 407 407 Leasehold improvements 657 657 Production equipment 1,206 668 Computers and software 4,139 3,270 11,336 9,540 Less: accumulated depreciation (8,382 ) (6,750 ) Property and equipment, net 2,954 2,790 Depreciation expenses were $1,632 thousand, $1,377 thousand and $1,099 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. During the years ended December 31, 2023, 2022 and 2021, there were no impairments of property and equipment. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 5 - OTHER CURRENT LIABILITIES: December 31 2023 2022 U.S. dollars in thousands Accrued vacation 2,820 3,203 Taxes payable 36 514 Accrued expenses- related party - 142 Accrued expenses and other 2,102 2,262 4,958 6,121 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 6 - LEASES: Lease agreements: As of December 31, 2023, the Company has several operating lease agreements for its facilities and vehicles as follows: Vehicles: The Company rents motor vehicles for use by some of its employees under operating lease agreements with lease terms of three years. As collateral for the cars’ lease agreements, the Company pays in advance the fee for the last month under the lease agreement. As of December 31, 2023, the Company is engaged with car lease companies for leasing of over 30 vehicles. The monthly payments for those agreements are approximately $28 thousands. Offices: The Company’s corporate headquarters are located in Hod Hasharon, Israel, consisting of approximately 5,500 square meters of facility space under lease that expires in February 2023, with an option to extend the lease period by additional two years until February 28, 2025. The Company concluded that it is reasonably certain that it will exercise the renewal option. Accordingly, such renewal option was included in determining the lease term. During February 2023, the Company extended the lease by one year until the end of February 2024. The monthly rent payment is approximately $121 thousands. The Company has entered into various operating leases for office buildings in other territories. The total monthly rent payment of those leases is approximately $10 thousands. The table below presents the effects on the amounts relating to the Company’s total lease costs: Year Ended on Year Ended on U.S. dollars in thousands Operating lease cost: Fixed Payment 2,064 2,252 The table below presents supplemental cash flow information related to operating leases: Year Ended on Year Ended on U.S. dollars in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 1,935 2,093 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating lease liabilities arising from obtaining operating right-of-use assets 398 648 (*) Upon adoption of ASC 842, the Company recognized operating right-of-use assets of $4.9 million with corresponding operating lease liabilities on its consolidated balance sheet as of January 1, 2022. The table below presents supplemental balance sheet information related to operating leases: December 31, December 31, U.S. dollars U.S. dollars Operating lease right-of-use assets 2,202 3,824 Current maturities of operating leases 1,766 1,811 Non-current operating leases 190 1,624 Total operating lease liabilities 1,956 3,435 Weighted average remaining lease term (years) 1.17 2.00 Weighted annual average discount rate 13.12 % 13.09 % The table below presents maturities of operating lease liabilities: December 31, U.S. dollars 2024 1,900 2025 212 2026 15 Total operating lease payments 2,127 Less: imputed interest (171 ) Present value of lease liabilities 1,956 Operating lease expenses for the year ended December 31, 2021, were $2,670 thousand. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Royalties: In addition to its own intellectual property, the Company also embeds certain off the shelf technologies (Intellectual Property (“IP”) licensed from third parties in its chip technology. These are typically non-exclusive contracts provided under royalty-accruing and/or paid-up licenses. Once deployed in the Company’s products, such licenses for commercial use are generally perpetual. Royalty arrangements with certain vendors are vary between 0.5%-3.5% of net revenues per chip plus additional royalties of up to $0.1 per chip. The royalties’ expenses totaled to $725 thousand, $903 thousand and $844 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. The royalties were recorded as part of cost of revenues. b. The Israel Innovation Authority (formerly known as “Office of Chief Scientist”) Until 2016, the Company received grants from the Israel Innovation authority (“IIA”) for participation in research and development costs of the Company’s. The IIA grants were recognized when grants were received and presented as a deduction from research and development expenses. The Company repaid the IIA all its liability for the received grant. While the Company has no outstanding obligation to the IIA, the Company is still subject to the provisions of the Research and Development law in Israel. c. Noncancelable Purchase Obligations The Company depends upon third party subcontractors for manufacturing of wafers, packaging and final tests. As of December 31, 2023, and 2022, the total value of open purchase orders for such manufacturing contractors was approximately $4,951 thousand and $19,418 thousand, respectively. The Company has noncancelable purchase agreements for certain IP embedded in the Company products as well as certain agreement for the license of development tools used by the development team. As of December 31, 2023, and 2022, the total value of non-paid amounts related to such agreements totaled $5,513 thousand and $2,783 thousand, respectively. d. Legal proceedings As of December 31, 2023, and 2022, the Company is not a party to, or subject to the provisions of any order, writ, injunction, judgment or decree of any court or governmental agency or instrumentality. There is no material action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate. e. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications (especially with respect to confidentiality with third party related to IP) may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnifications. As of December 31, 2023, and 2022 the Company has no liabilities recorded for these agreements. |
Forfeiture Shares
Forfeiture Shares | 12 Months Ended |
Dec. 31, 2023 | |
Forfeiture Shares [Abstract] | |
FORFEITURE SHARES | NOTE 8 - FORFEITURE SHARES: a. On the Closing Date, 1,006,250 Ordinary Shares that PTK sponsor received in respect of its PTK common stock, are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time (of up to four years), after the Closing Date or if an M&A Transaction (as defined in the Merger Agreement Closing), does not occur at a certain minimum price. The Company performed a Monte-Carlo simulation to calculate the fair value. As of the Closing Date, the fair value was $4,485 using the following assumptions: stock price of $7.4, expected term of 3-4 years, expected volatility of 47.74%-50.31% and risk-free interest rate of return of 0.53%-0.76%. The fair value of the Forfeiture Shares was computed using the following key assumptions: December 31, December 31, Stock price 2.45 5.37 Expected term (years) 0.75-1.75 1.75-2.75 Expected volatility 30.95%-60.31 % 51.37%-53.53 % Risk-free interest rate 4.37%-5.03 % 4.27%-4.49 % b. The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3: Year ended Year ended U.S. dollars in thousands Balance at beginning of year 1,751 4,658 Changes in fair value (1,713 ) (2,907 ) Balance at end of year 38 1,751 |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders Equity [Abstract] | |
SHAREHOLDERS EQUITY | NOTE 9 - SHAREHOLDERS EQUITY: a. Ordinary Shares confer to holders the right to receive notice to participate and vote in the general meetings of the Company, to appoint directors and the right to receive dividends if declared. b. Warrants: Following the Merger Agreement Closing, each warrant of PTK entitled the holder to purchase one-half share of PTK common stock per warrant at a price of $11.50 per whole share (each, a “PTK warrant”), outstanding immediately prior to the Closing Date was assumed by Valens and became a Valens warrant entitling the holder to purchase one-half share of Valens Ordinary Shares, with the number of Valens Ordinary Shares underlying the Valens warrants. Public Warrants: Each of the 11,500,000 public warrants entitles its holder to purchase one half (1/2) Valens Ordinary Share (i.e. exercisable in total to 5,750,000 Ordinary Shares), at a price of $11.50 per one share, at any time commencing on the Closing Date. Under certain conditions, Valens may call the outstanding public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, but only if: (i) the reported last sale price of the Valens ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period; and (ii) there is a current registration statement in effect covering the Valens ordinary shares underlying such warrants. If Valens calls the warrants for redemption as described above, Valens will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis”. The exercise price and number of Valens Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or a recapitalization, reorganization, merger or consolidation. The warrants will expire on September 29, 2026. Private Warrants: Each of the 6,660,000 Private Warrants convertible into 3,330,000 Ordinary Shares of the Company, will not be redeemable by The Company, regardless of the holder’s identity. The holders have the option to exercise the Private Warrants on a cashless basis at any time into Valens ordinary shares. Except as described above, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Both the Public Warrants and Private Warrants, are publicly-traded as of the Closing Date. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Stock Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10 - STOCK-BASED COMPENSATION: In September 2021, the Company adopted the “Valens Semiconductor Ltd. 2021 Share Incentive Plan”. The Company’s stock options have a term of 7-10 years from grant date unless extended by the Board of Directors. The granted options generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters. The granted RSUs generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters. The Company started to grant RSUs as of December 2021. During 2023, the Company added 2,282,424 Ordinary Shares to the Ordinary Shares pool reserved for issuance ( none Stock Options On September 30, 2021, the vesting of 814,272 options of one of the Company’s executives were accelerated. The Company expensed $3,396 thousand in the general and administrative expenses due to such vesting acceleration. 635,948 out of the outstanding options that have not yet vested as of December 31, 2023, have acceleration mechanisms according to certain terms set forth in the grant agreements primarily in the case of an M&A Transaction which constitutes a Liquidation Event. As of December 31, 2023, the unrecognized compensation costs related to those unvested stock options are $1,221 thousand, which are expected to be recognized over a weighted-average period of 1.38 years. The following is a summary of the status of the Company’s share option plan as of December 31, 2023, as well as changes during the year: December 31, 2023 Number of Options Weighted- Options outstanding at the beginning of the year 13,948,149 $ 0.85 Granted during the year 300,750 $ 3.76 Exercised during the year (2,647,907 ) $ 0.57 Expired during the year (19,876 ) $ 0.75 Forfeited during the year (254,173 ) $ 1.59 Outstanding at the end of the year 11,326,943 $ 0.75 Options exercisable at year-end 10,290,733 $ 0.89 The following table summarizes information about share options outstanding as of December 31, 2023: Outstanding as of December 31, 2023 Exercisable as of December 31, 2023 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.15-$0.86 10,880,051 4.80 $ 0.79 18,097 10,067,076 4.66 $ 0.78 16,780 $ 1.87 3,313 7.03 $ 1.87 2 2,277 7.03 $ 1.87 1 $ 2.10 16,563 1.00 $ 2.10 6 16,563 1.00 $ 2.10 6 $ 2.40 1,474 6.50 $ 2.40 - 246 6.50 $ 2.40 - $ 4.99 196,625 6.04 $ 4.99 - 64,038 6.04 $ 4.99 - $ 5.36 140,000 5.50 $ 5.36 - 52,500 5.50 $ 5.36 - $ 7.58 85,380 5.04 $ 7.58 - 85,380 5.04 $ 7.58 - $ 9.07 3,537 4.96 $ 9.07 - 2,653 4.96 $ 9.07 - The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards: 2023 2022 Expected term 4-5 4-6 Expected volatility 48.35%-63.84 % 46.71%-47.71 % Expected dividend rate 0 % 0 % Risk-free rate 3.62%-4.21 % 1.31%-3.00 % During 2023, 2022 and 2021, 300,750, 239,610 and 321,777 options respectively, were granted to several related parties (please refer to Note 15 regarding Related Parties). As of December 31, 2023, the unrecognized compensation costs related to unvested stock options totaled to $2,994 thousand, which are expected to be expensed over a weighted-average period of 1.32 years. The following table presents the classification of the stock options expenses for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Cost of revenue 183 233 158 Research and development 1,158 1,766 1,684 Sales and marketing 1,120 1,317 1,162 General and administrative 2,641 2,844 6,819 Total stock-based compensation -Stock Options 5,102 6,160 9,823 Restricted Stock Units The following is a summary of the status of the Company’s RSU’s as of December 31, 2023, as well as changes during the year: December 31, 2023 Number of Weighted- RSUs outstanding at the beginning of the year 3,779,716 $ 6.08 Granted during the year 4,377,951 $ 4.80 Vested during the year (1,630,223 ) $ 6.11 Forfeited during the year (1,085,131 ) $ 5.41 Outstanding at the end of the year 5,442,313 $ 5.26 As of December 31, 2023, the unrecognized compensation cost related to unvested RSUs totaled to approximately $21,786 thousand and is expected to be expensed over a weighted-average recognition period of approximately 2.67 years. During 2023, 2022 and 2021, 548,849, 515,103 and 7,398 RSU’s, respectively, were granted to several related parties (please refer to Note 15 regarding Related Parties). The following table presents the classification of RSU’s expenses for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Cost of revenue 606 317 6 Research and development 5,141 3,034 22 Sales and marketing 2,399 1,302 4 General and administrative 1,778 1,276 14 Total stock-based compensation-RSUs 9,924 5,929 46 |
Financial Income (Expenses), Ne
Financial Income (Expenses), Net | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses), Net [Abstract] | |
FINANCIAL INCOME (EXPENSES), NET | NOTE 11 - FINANCIAL INCOME (EXPENSES), NET: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Foreign currency exchange differences (1,078 ) (4,377 ) 1,295 Issuance costs attributed to Forfeiture Shares - - (473 ) Interest income on short-term deposits 6,669 2,298 311 Other 46 309 (31 ) Total financial income (expenses), net 5,637 (1,770 ) 1,102 |
Net Loss Per Ordinary Share
Net Loss Per Ordinary Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Ordinary Share [Abstract] | |
NET LOSS PER ORDINARY SHARE | NOTE 12 - NET LOSS PER ORDINARY SHARE: The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated. Net loss per ordinary share calculations for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(c). Year Ended December 31 2023 2022 2021(*) U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (19,661 ) (27,667 ) (26,534 ) Dividend on Series E Redeemable Preferred - - (2,710 ) Dividend on Series D Redeemable Preferred - - (4,023 ) Dividend on Series C Redeemable Preferred - - (1,426 ) Dividend on Series B-2 Redeemable Preferred - - (985 ) Dividend on Series B-1 Redeemable Preferred - - (394 ) Dividend on Series A Redeemable Preferred - - (1,792 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (19,661 ) (27,667 ) (37,864 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 101,985,939 97,820,782 33,031,205 Basic and dilutive net loss per common share (0.19 ) (0.28 ) (1.15 ) (*) Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). The following weighted-average Ordinary Shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: 2023 2022 2021 Options 12,233,173 14,913,114 16,028,893 Restricted Stock Units 5,844,514 3,270,669 - Warrants liability - - 41,351 Private Warrants 3,330,000 3,330,000 1,683,500 Public Warrants 5,750,000 5,750,000 2,906,944 Forfeiture Shares 1,006,250 1,006,250 508,715 Redeemable Convertible Preferred A shares - - 24,584,645 Redeemable Convertible Preferred B-1 shares - - 7,524,342 Redeemable Convertible Preferred B-2 shares - - 13,950,841 Redeemable Convertible Preferred C shares - - 7,042,522 Redeemable Convertible Preferred D shares - - 14,431,585 Redeemable Convertible Preferred E shares - - 8,279,726 The number of Redeemable Convertible Preferred Shares and warrants liability have not been retrospectively adjusted to reflect the Reverse Stock Split in these consolidated financial statements as a result of the conversion to Ordinary Shares occurring simultaneously with the Reverse Stock Split. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 - INCOME TAXES: a. Basis of taxation Current tax is calculated with reference to the profit of the Company and its subsidiaries in their respective countries of operation. Set out below are details in respect of the significant jurisdictions where the Company and its subsidiaries operate and the factors that influenced the current and deferred taxation in those jurisdictions: Israel Valens is taxed under the laws of the State of Israel at a corporate tax rate of 23%. In 2023, 2022 and 2021, Valens is at a losses position and therefore has no corporate tax liability. As of December 31, 2023, 2022 and 2021, Valens has a carry forward loss of approximately $116 million, $99 million and $88 million, respectively. Such carry forward loss has no expiration date. Valens is taxed in the New Israeli Shekel (“NIS”), which is different from its functional currency (U.S. Dollar). The change in the Company’s NOLs for tax purposes is partly resulted by such rate differences. United States The principal federal tax rate applicable to the U.S. subsidiaries is 21%. With respect to Valens Semiconductor Inc., is also subject to state taxes at the following rates: 8.84% in California and 0.75% in Texas. As of December 31, 2023, Valens Merger Sub, Inc. (formerly PTK) has a carry forward loss of approximately $4 million. Such carry forward loss is subject to the 382 limitation and has no expiration date. Japan The effective principal corporate tax rate applicable to the Japanese subsidiary is 36%. Germany The effective principal corporate tax rate applicable to the German subsidiary is 30%. China The effective principal corporate tax rate applicable to the Chinese subsidiary for is 5%. b. Income (loss) Before Income Taxes: Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) (20,291 ) (27,959 ) (26,549 ) Foreign 724 727 412 Loss before income taxes (19,567 ) (27,232 ) (26,137 ) c. Income tax expenses consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) 45 360 306 Foreign 67 91 101 Income tax expenses 112 451 407 d. Taxes on Income: Taxes on income for the years ended December 31, 2023, 2022 and 2021 were comprised of the following: December 31 2023 2022 2021 U.S. dollars in thousands Current: Domestic 45 360 306 Foreign 67 91 101 Total 112 451 407 Deferred: Domestic - - - Foreign - - - Total - - - Income tax expenses 112 451 407 A reconciliation our theoretical income tax expense to actual income tax expense is as follows: December 31 2023 2022 2021 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (19,567 ) (27,232 ) (26,137 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (4,500 ) (6,263 ) (6,011 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 4 (3 ) 1 Operating losses and other temporary differences for which valuation allowance was provided 5,915 5,505 3,773 Permanent differences (1,352 ) 852 2,338 Tax prepayment and other 45 360 306 Actual taxes on income 112 451 407 e. Deferred Tax Assets and Liabilities: The components of the Company’s deferred tax assets and liabilities as of December 31, 2023, and 2022 were as follows: December 31 2023 2022 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 27,617 17,670 Research and development 2,092 10,861 Issuance costs - 1,009 Employee and payroll accrued expenses 623 700 Operating lease liabilities 403 742 Share-based compensation 2,283 1,364 Other 37 38 Total deferred tax assets 33,055 32,384 Deferred tax liabilities: Operating lease right-of-use assets 461 832 Total deferred tax liabilities 461 832 Total deferred tax assets, net 32,594 31,552 Less valuation allowance for deferred tax assets (32,594 ) (31,552 ) Deferred tax assets - - Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considered all available evidence, including past operating results, the most recent projections for taxable income, and prudent and feasible tax planning strategies. The Company reassess its valuation allowance periodically and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. As of December 31, 2023, and 2022, the Company has recorded a full valuation allowance of $(32,594) and $(31,552) thousand with regard to its deferred taxes (which is mainly tax loss carryforwards) generated in Israel, respectively. The change in valuation allowance for the years ended December 31, 2023, 2022 and 2021 was $(1,042) thousand, $340 thousand and $(9,595) thousand, respectively. f. Uncertain tax positions The Company implement a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company do not have any material liabilities in any reported periods regarding uncertain tax positions. The Company classify interest and penalties recognized related to our uncertain tax positions within income taxes on the consolidated statements of operations. g. Tax assessments The Israeli entity’s’ income tax assessments are considered final through 2016. The US subsidiary’s income tax assessments are considered final through 2019. |
Segment and Revenue by Geograph
Segment and Revenue by Geography and by Major Customer | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue by Geography and by Major Customer [Abstract] | |
SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER | NOTE 14 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER: a. For the purpose of evaluating financial performance and allocating resources, the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments, to make decisions about resources to be allocated to the segments and assess their performance. Assets information is not provided to the CODM and is not reviewed. Revenues and cost of goods sold are directly associated with the activities of a specific segment. Direct operating expenses, including general and administrative expenses, associated with the activities of a specific segment are charged to that segment. General and administrative expenses which cannot be attributed directly, are allocated evenly between segments. Other operating expenses are allocated to segments based on headcount ratio. Year ended December 31, 2023 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 57,411 26,750 84,161 Gross profit 44,262 8,330 52,592 Research and development expenses 25,620 22,551 48,171 Sales and marketing expenses 7,410 9,904 17,314 General and administrative expenses 7,062 6,962 14,024 Segment operating profit (loss) 4,170 (31,087 ) (26,917 ) Change in fair value of Forfeiture Shares 1,713 Financial income, net 5,637 Loss before taxes on income (19,567 ) Depreciation expenses 816 816 1,632 Stock-based compensation 6,928 8,098 15,026 Year ended December 31, 2022 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 74,540 16,175 90,715 Gross profit 58,425 4,965 63,390 Research and development expenses 20,901 37,306 58,207 Sales and marketing expenses 7,290 9,669 16,959 General and administrative expenses 8,259 8,334 16,593 Segment operating profit (loss) 21,975 (50,344 ) (28,369 ) Change in fair value of Forfeiture Shares 2,907 Financial income, net (1,770 ) Loss before taxes on income (27,232 ) Depreciation expenses 641 736 1,377 Stock-based compensation 5,151 6,938 12,089 Year ended December 31, 2021 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 62,801 7,883 70,684 Gross profit 48,909 1,670 50,579 Research and development expenses 14,054 32,821 46,875 Sales and marketing expenses 6,944 7,270 14,214 General and administrative expenses 8,322 8,234 16,556 Segment operating profit (loss) 19,589 (46,655 ) (27,066 ) Change in fair value of Forfeiture Shares (173 ) Financial income, net 1,102 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Stock-based compensation 4,385 5,484 9,869 b. Geographic Revenues The following table shows revenue by geography, based on the customers’ “bill to” location: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Israel 3,086 2,803 1,670 China 9,578 9,609 15,574 Hong Kong 7,211 15,157 13,964 United States 7,330 17,494 10,842 Japan 7,445 9,238 7,669 Germany 8,347 6,724 3,361 Hungary 21,126 11,205 5,978 Other 20,038 18,485 11,626 84,161 90,715 70,684 c. Supplemental data - Major Customers: The following table summarizes the significant customers’ (including distributors) accounts receivable and revenues as a percentage of total accounts receivable and total revenues, respectively: December 31 2023 2022 Accounts Receivable U.S. dollars in thousands Customer A 19 % 10 % Customer B 11 % 0 % Customer C 11 % 26 % Customer D 10 % 7 % Customer E 0 % 16 % Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Revenues Customer A 17 % 7 % 4 % Customer B 5 % 10 % 6 % Customer C 11 % 12 % 10 % Customer F 8 % 10 % 11 % d. Long-lived assets by Geography: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) 4,419 5,827 2,259 Taiwan 296 184 199 China 176 225 210 USA 139 217 73 Singapore 72 124 - Other 54 37 - 5,156 6,614 2,741 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 - RELATED PARTY TRANSACTIONS: a. During the years ended December 31, 2023, 2022 and 2021, the Company granted 300,750, 239,610 and 321,777 options, respectively, at a weighted average exercise price of $3.76, $6.28 and $1.04, respectively to several executive officers, and Board members of the Company. In addition, during the years ended December 31, 2023, and 2022, the Company granted 548,849 and 515,103 RSUs, respectively to several executive officers and Board members of the Company. The fair value of the stock options that were granted during the year ended December 31, 2023, is $593 thousand, which is expected to be recognized over a 1-4-years vesting period, and the fair value of the RSUs granted during the year ended December 31, 2023, is $2,502 thousand, which is expected to be recognized over a 1-4-years vesting period. b. During the years ended as of December 31, 2023, and 2022, the Company paid to certain Board members of the Company (non-employee directors), a total amount of $401 thousand and $401 thousand, respectively. c. The Company’s Amended and Restated Articles of Association permit it to exculpate, indemnify and insure certain of its executive officers and Board members of the Company (as such term is defined under the Israeli Companies Law) to the fullest extent permitted by the Companies Law. The Company entered into agreements with certain executive officers and Board members of the Company, exculpating them from a breach of their duty of care to the Company to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities resulting from the closing of the Business Combination to the extent that these liabilities are not covered by insurance. d. In February 2020, the Company changed the employment terms of one of its executives, who is also a member of the Board of directors of the Company, into a fixed term employment of 5 years, ending in January 2025. e. On September 30, 2021, the vesting of 814,272 options of one of the Company’s executives were accelerated. The Company expensed $3,396 thousand in the general and administrative expenses due to such vesting acceleration. f. In respect of the execution of the Merger Agreement Closing and the listing as a public Company in the NYSE, certain of the Company’s executives received cash bonus in the amount of $1,545 thousand, that was expensed in the general and administrative expenses. g. As of December 31, 2023, and 2022, the Company accrued $0 and $532 respectively, for bonus payments to several executive officers. h. As of December 31, 2023, and 2022, the Company accrued $0 and $142 for services provided to PTK by its Sponsor in connection with the Merger. i. In August 2023, as part of a separation agreement (“the Agreement”), the Company changed the employment terms of one of its executives, including changes to the Executive’s options terms. Accordingly, during the year ended December 31,2023, the Company recorded an expense of $289 thousands with regard to the Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 - SUBSEQUENT EVENTS a. On January 1, 2024, the Company added 5,208,032 Ordinary Shares to the Ordinary Shares pool reserved for issuance under the Company’s 2021 Share Incentive Plan. b. During February 2024, the Company extended the lease for its offices in Hod Hasharon, Israel, by one year until the end of February 2025. In addition, the Company entered into negotiations concerning the renewal of the lease agreement until February 28, 2029. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (19,661) | $ (27,667) | $ (26,534) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of estimates in preparation of financial statements | b. Use of estimates in preparation of financial statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances. On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards, estimated useful lives of fixed assets and forfeiture shares liability. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. |
Principles of consolidation | c. Principles of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements. |
Functional Currency | d. Functional Currency The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of income (loss) as part of “financial income (expenses), net”. |
Cash and cash equivalents | e. Cash and cash equivalents Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase. |
Short term deposits | f. Short term deposits Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2023, and 2022, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 5.8% and 4.2%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest. |
Fair Value of Financial Instruments | g. Fair Value of Financial Instruments The FASB ASC Topic 820, Fair Value Measurements and Disclosures (“Topic 820”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. The Company’s financial instruments consist of cash, cash equivalents, short-term bank deposits, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability. Other than the Forfeiture Shares liability (see below), the recorded amounts approximate their respective fair value because of the liquidity and short period of time to maturity, receipt or payment of these instruments. The Company’s financial instruments which are considered as a Level 3 measurement are Forfeiture Shares liability (refer also to note 8). |
Trade Accounts Receivable and Allowances for Doubtful Accounts | h. Accounts Receivable, net Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. The Company’s accounts receivables accounting policy from January 1, 2023, following the adoption of the new CECL standard: The Company estimates CECL on trade receivables at inception for estimated losses resulting from the inability of the Company’s customers to make required payments, based on estimated current expected credit losses. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering historical information, current market conditions and reasonable and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. There were no write-offs of accounts receivable for the years ended December 31, 2023, 2022 and 2021, respectively. There are no expected credit losses recorded as of December 31, 2023, and December 31, 2022. The Company’s accounts receivables accounting policy until December 31, 2022, prior to the adoption of the new CECL standard: The Company assesses the need for allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments by considering factors such as historical collection experience, credit quality, aging of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. |
Inventories | i. Inventories Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped. |
Property and equipment | j. Property and equipment Property and equipment are stated at cost less accumulated depreciation that is calculated using the straight-line method over the estimated useful lives of the related assets, as follows: % Computers and software 33 Electronic and laboratory equipment 15–33 Furniture and office equipment 7 Production equipment 33–50 Leasehold improvements are depreciated by the straight-line method over the shorter of the term of the lease or the estimated useful life of such improvements. |
Impairment of long-lived assets | k. Impairment of long-lived assets The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Recoverability of long-lived assets is measured by comparing the carrying amount of the long-lived asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the sum of the expected undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment loss, which is the excess of the carrying amount over the fair value of the asset, using the expected future discounted cash flows. For the years ended December 31, 2023, 2022 and 2021, the Company did not recognize an impairment loss on its long-lived assets. |
Severance Pay | Severance Pay Valens: The employees of Valens Ltd. elected to be included under section 14 of the Israeli Severance Compensation Act, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies and/or pension funds. Payments in accordance with section 14 release Valens Ltd. from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees. The aforementioned deposits are not recorded as an asset in the Company’s balance sheet as they are not under the Company’s control. Chinese subsidiary: |
Revenue recognition | m. Revenue recognition The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when (or as) the performance obligation is satisfied. The Company uses the following practical expedients that are permitted under ASC 606: ● The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses. ● When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. ● The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less. The Company generates revenues mainly from selling semiconductor products (chips). Revenues are recognized when the customer (which includes distributors) obtains control over the Company’s product, typically upon shipment to the customer. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company does not grant a right of return, refund, cancelation or termination. From time to time, the Company provides certain distributors with the right to free or discounted goods products in future periods that provides a material right to the customer. In such cases, such right is accounted for as a separate performance obligation. As of December 31, 2023, and 2022, the deferred revenues for such material rights were $0 thousand and $0 thousand, respectively. The amounts of revenues recognized in the period that were included in the opening deferred revenues balance were $0 and $54 thousand for the years ended December 31, 2023, and December 31, 2022, respectively. |
Cost of Revenues | n. Cost of Revenues Cost of revenues includes cost of materials, such as the cost of wafers, costs associated with packaging, assembly and testing costs, as well as royalties, shipping cost, depreciation cost of production equipment, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support. |
Research and development costs | o. Research and development costs Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold. |
Commissions, Policy [Policy Text Block] | p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2023, 2022 and 2021 amounted $482 thousand, $615 thousand and $790 thousand, respectively. |
Leases | q. Leases Lease accounting policy from January 1, 2022, following the adoption of ASC 842: On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“Topic 842”). The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets. Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are included in other long-term assets, other current liabilities, and other long-term liabilities on the consolidated balance sheet. Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive income (loss). Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised. The Company elected to apply the short-term lease exemption for lease with a non-cancelable period of twelve months or less. Additionally, the Company has lease agreements with lease and non-lease components. The non-lease components are accounted for separately and not included in the leased assets and corresponding liabilities. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. Such variable payments are recognized in the consolidated statements of operations and comprehensive income (loss) in the period in which the event or condition that triggers the payment occurs. These variable payment amounts were not material to the consolidated financial statements for the periods presented. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable. Lease accounting policy until December 31, 2021, prior to the adoption of ASC 842: The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals for operating leases are charged to expense using the straight-line method. |
Equity investee | r. Equity investee Investment in which the Company exercises significant influence, and which is not considered a subsidiary is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment, see Note 1b. The equity investee is included within Other assets and totaled to $16 thousand and $17 thousand as of December 31, 2023 and 2022, respectively. |
Segment reporting | s. Segment reporting The chief operating decision maker is the Company’s Chief Executive Officer (the “CODM”), who makes resource allocation decisions and assesses performance based on financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues, gross profit and operating loss by the two identified reportable segments. The Company’s business includes two operating segments based on the two markets the Company serves: 1) Audio-Video: The Company solutions for the Audio-Video market deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable. The products sold into enterprise, Industrial, digital signage, medical, residential, education and VR markets. 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars. |
Net income (loss) per Ordinary Share | t. Net income (loss) per Ordinary Share Net loss per Ordinary Share is computed by adjusting net loss by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net loss per Ordinary Share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net loss per Ordinary Share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the year, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. As long as the company had Redeemable Convertible Preferred Shares outstanding, net loss per Ordinary Share was calculated and reported under the “two-class” method. For periods where there was a net loss, no loss was allocated to the participating securities because they had no contractual obligation to share in the losses. The Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date. The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the Closing Date were included in the basic net loss per share calculation on a prospective basis. |
Stock-based compensation | u. Stock-based compensation The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures. 1) With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends. The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock by using the volatility rates of its peer companies, as well as the historical volatility rates of the Company. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models. 2) With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs. |
Concentrations of credit risk | v. Concentrations of credit risk Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in short-term deposits and trade accounts receivable. As of December 31, 2023, and 2022, the Company had cash and cash equivalents totaling $17,261 thousand and $20,024 thousand, respectively, as well as short-term deposits of $124,759 thousand and $128,363 thousand as of December 31, 2023, and 2022, respectively, which are deposited in major Israeli, U.S, Japanese, German and Chinese financial institutions. The Company’s management believes that these financial institutions are financially sound. The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2023, and 2022, the Company did not have expected credit losses. |
Income tax | w. Income taxes The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes. |
Forfeiture shares | x. Forfeiture shares Shares issued to PTK’s sponsor that are subject to forfeiture (“Forfeiture Shares”) are evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares are not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Closing Date. This liability is subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value is recognized in the Company’s statement of operations. |
Public and Private Warrants | y. Public and Private Warrants The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”. Accordingly, both the Public and the Private Warrants are considered indexed to the entity’s own stock and are classified within equity. |
New Accounting Pronouncements | z. New Accounting Pronouncements Recently adopted accounting standards: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASC 326”): Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses, or CECL. Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Early application is permitted. The Company adopted ASC 326 on January 1, 2023, and there was no material impact on the Company’s consolidated balance sheet and the consolidated statements of operations upon adoption. Accounting Pronouncements effective in future periods: |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment stated accumulated depreciation using the straight-line method over the estimated useful lives of the related assets | Property and equipment are stated at cost less accumulated depreciation that is calculated using the straight-line method over the estimated useful lives of the related assets, as follows: % Computers and software 33 Electronic and laboratory equipment 15–33 Furniture and office equipment 7 Production equipment 33–50 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | December 31 2023 2022 U.S. dollars in thousands Work in process 6,176 9,870 Finished goods 7,660 13,946 13,836 23,816 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment, Net | PROPERTY AND EQUIPMENT, NET: December 31 2023 2022 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,927 4,538 Furniture and office equipment 407 407 Leasehold improvements 657 657 Production equipment 1,206 668 Computers and software 4,139 3,270 11,336 9,540 Less: accumulated depreciation (8,382 ) (6,750 ) Property and equipment, net 2,954 2,790 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | December 31 2023 2022 U.S. dollars in thousands Accrued vacation 2,820 3,203 Taxes payable 36 514 Accrued expenses- related party - 142 Accrued expenses and other 2,102 2,262 4,958 6,121 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Total Lease Costs | The table below presents the effects on the amounts relating to the Company’s total lease costs: Year Ended on Year Ended on U.S. dollars in thousands Operating lease cost: Fixed Payment 2,064 2,252 |
Schedule of Cash Flow Information Related to Operating Leases | The table below presents supplemental cash flow information related to operating leases: Year Ended on Year Ended on U.S. dollars in thousands Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 1,935 2,093 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating lease liabilities arising from obtaining operating right-of-use assets 398 648 |
Schedule of Balance Sheet Information Related to Operating Leases | The table below presents supplemental balance sheet information related to operating leases: December 31, December 31, U.S. dollars U.S. dollars Operating lease right-of-use assets 2,202 3,824 Current maturities of operating leases 1,766 1,811 Non-current operating leases 190 1,624 Total operating lease liabilities 1,956 3,435 Weighted average remaining lease term (years) 1.17 2.00 Weighted annual average discount rate 13.12 % 13.09 % |
Schedule of Maturities of Operating Lease Liabilities | The table below presents maturities of operating lease liabilities: December 31, U.S. dollars 2024 1,900 2025 212 2026 15 Total operating lease payments 2,127 Less: imputed interest (171 ) Present value of lease liabilities 1,956 |
Forfeiture Shares (Tables)
Forfeiture Shares (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Forfeiture Shares [Abstract] | |
Schedule of Fair Value of Forfeited Shares | The fair value of the Forfeiture Shares was computed using the following key assumptions: December 31, December 31, Stock price 2.45 5.37 Expected term (years) 0.75-1.75 1.75-2.75 Expected volatility 30.95%-60.31 % 51.37%-53.53 % Risk-free interest rate 4.37%-5.03 % 4.27%-4.49 % |
Schedule of Changes in Fair Value of Forfeited Shares | The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3: Year ended Year ended U.S. dollars in thousands Balance at beginning of year 1,751 4,658 Changes in fair value (1,713 ) (2,907 ) Balance at end of year 38 1,751 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Based Compensation [Abstract] | |
Schedule of Share Option Plan | The following is a summary of the status of the Company’s share option plan as of December 31, 2023, as well as changes during the year: December 31, 2023 Number of Options Weighted- Options outstanding at the beginning of the year 13,948,149 $ 0.85 Granted during the year 300,750 $ 3.76 Exercised during the year (2,647,907 ) $ 0.57 Expired during the year (19,876 ) $ 0.75 Forfeited during the year (254,173 ) $ 1.59 Outstanding at the end of the year 11,326,943 $ 0.75 Options exercisable at year-end 10,290,733 $ 0.89 |
Schedule of Summarizes Information About Share Options Outstanding | The following table summarizes information about share options outstanding as of December 31, 2023: Outstanding as of December 31, 2023 Exercisable as of December 31, 2023 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 0.15-$0.86 10,880,051 4.80 $ 0.79 18,097 10,067,076 4.66 $ 0.78 16,780 $ 1.87 3,313 7.03 $ 1.87 2 2,277 7.03 $ 1.87 1 $ 2.10 16,563 1.00 $ 2.10 6 16,563 1.00 $ 2.10 6 $ 2.40 1,474 6.50 $ 2.40 - 246 6.50 $ 2.40 - $ 4.99 196,625 6.04 $ 4.99 - 64,038 6.04 $ 4.99 - $ 5.36 140,000 5.50 $ 5.36 - 52,500 5.50 $ 5.36 - $ 7.58 85,380 5.04 $ 7.58 - 85,380 5.04 $ 7.58 - $ 9.07 3,537 4.96 $ 9.07 - 2,653 4.96 $ 9.07 - |
Schedule of Options Granted Estimate the Fair Value of Stock-Based Compensation Awards | The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards: 2023 2022 Expected term 4-5 4-6 Expected volatility 48.35%-63.84 % 46.71%-47.71 % Expected dividend rate 0 % 0 % Risk-free rate 3.62%-4.21 % 1.31%-3.00 % |
Schedule of Classification of the Stock Options Expenses | The following table presents the classification of the stock options expenses for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Cost of revenue 183 233 158 Research and development 1,158 1,766 1,684 Sales and marketing 1,120 1,317 1,162 General and administrative 2,641 2,844 6,819 Total stock-based compensation -Stock Options 5,102 6,160 9,823 |
Schedule of Company’s RSU’s | The following is a summary of the status of the Company’s RSU’s as of December 31, 2023, as well as changes during the year: December 31, 2023 Number of Weighted- RSUs outstanding at the beginning of the year 3,779,716 $ 6.08 Granted during the year 4,377,951 $ 4.80 Vested during the year (1,630,223 ) $ 6.11 Forfeited during the year (1,085,131 ) $ 5.41 Outstanding at the end of the year 5,442,313 $ 5.26 |
Schedule of Classification of RSU's Expenses | Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Cost of revenue 606 317 6 Research and development 5,141 3,034 22 Sales and marketing 2,399 1,302 4 General and administrative 1,778 1,276 14 Total stock-based compensation-RSUs 9,924 5,929 46 |
Financial Income (Expenses), _2
Financial Income (Expenses), Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Income (Expenses), Net [Abstract] | |
Schedule of Financial Income (Expenses), Net | Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Foreign currency exchange differences (1,078 ) (4,377 ) 1,295 Issuance costs attributed to Forfeiture Shares - - (473 ) Interest income on short-term deposits 6,669 2,298 311 Other 46 309 (31 ) Total financial income (expenses), net 5,637 (1,770 ) 1,102 |
Net Loss Per Ordinary Share (Ta
Net Loss Per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Ordinary Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Ordinary Share | The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated. Net loss per ordinary share calculations for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(c). Year Ended December 31 2023 2022 2021(*) U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (19,661 ) (27,667 ) (26,534 ) Dividend on Series E Redeemable Preferred - - (2,710 ) Dividend on Series D Redeemable Preferred - - (4,023 ) Dividend on Series C Redeemable Preferred - - (1,426 ) Dividend on Series B-2 Redeemable Preferred - - (985 ) Dividend on Series B-1 Redeemable Preferred - - (394 ) Dividend on Series A Redeemable Preferred - - (1,792 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (19,661 ) (27,667 ) (37,864 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 101,985,939 97,820,782 33,031,205 Basic and dilutive net loss per common share (0.19 ) (0.28 ) (1.15 ) (*) Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Schedule of Weighted-Average Ordinary Shares of Securities | The following weighted-average Ordinary Shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive: 2023 2022 2021 Options 12,233,173 14,913,114 16,028,893 Restricted Stock Units 5,844,514 3,270,669 - Warrants liability - - 41,351 Private Warrants 3,330,000 3,330,000 1,683,500 Public Warrants 5,750,000 5,750,000 2,906,944 Forfeiture Shares 1,006,250 1,006,250 508,715 Redeemable Convertible Preferred A shares - - 24,584,645 Redeemable Convertible Preferred B-1 shares - - 7,524,342 Redeemable Convertible Preferred B-2 shares - - 13,950,841 Redeemable Convertible Preferred C shares - - 7,042,522 Redeemable Convertible Preferred D shares - - 14,431,585 Redeemable Convertible Preferred E shares - - 8,279,726 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) (20,291 ) (27,959 ) (26,549 ) Foreign 724 727 412 Loss before income taxes (19,567 ) (27,232 ) (26,137 ) |
Schedule of Income Tax Expenses | Income tax expenses consisted of the following for the periods indicated Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) 45 360 306 Foreign 67 91 101 Income tax expenses 112 451 407 December 31 2023 2022 2021 U.S. dollars in thousands Current: Domestic 45 360 306 Foreign 67 91 101 Total 112 451 407 Deferred: Domestic - - - Foreign - - - Total - - - Income tax expenses 112 451 407 |
Schedule of Reconciliation of Income Tax Expense | A reconciliation our theoretical income tax expense to actual income tax expense is as follows: December 31 2023 2022 2021 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (19,567 ) (27,232 ) (26,137 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (4,500 ) (6,263 ) (6,011 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 4 (3 ) 1 Operating losses and other temporary differences for which valuation allowance was provided 5,915 5,505 3,773 Permanent differences (1,352 ) 852 2,338 Tax prepayment and other 45 360 306 Actual taxes on income 112 451 407 |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities as of December 31, 2023, and 2022 were as follows: December 31 2023 2022 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 27,617 17,670 Research and development 2,092 10,861 Issuance costs - 1,009 Employee and payroll accrued expenses 623 700 Operating lease liabilities 403 742 Share-based compensation 2,283 1,364 Other 37 38 Total deferred tax assets 33,055 32,384 Deferred tax liabilities: Operating lease right-of-use assets 461 832 Total deferred tax liabilities 461 832 Total deferred tax assets, net 32,594 31,552 Less valuation allowance for deferred tax assets (32,594 ) (31,552 ) Deferred tax assets - - |
Segment and Revenue by Geogra_2
Segment and Revenue by Geography and by Major Customer (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue by Geography and by Major Customer [Abstract] | |
Schedule of Evaluating Financial Performance and Allocating Resources | Year ended December 31, 2023 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 57,411 26,750 84,161 Gross profit 44,262 8,330 52,592 Research and development expenses 25,620 22,551 48,171 Sales and marketing expenses 7,410 9,904 17,314 General and administrative expenses 7,062 6,962 14,024 Segment operating profit (loss) 4,170 (31,087 ) (26,917 ) Change in fair value of Forfeiture Shares 1,713 Financial income, net 5,637 Loss before taxes on income (19,567 ) Depreciation expenses 816 816 1,632 Stock-based compensation 6,928 8,098 15,026 Year ended December 31, 2022 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 74,540 16,175 90,715 Gross profit 58,425 4,965 63,390 Research and development expenses 20,901 37,306 58,207 Sales and marketing expenses 7,290 9,669 16,959 General and administrative expenses 8,259 8,334 16,593 Segment operating profit (loss) 21,975 (50,344 ) (28,369 ) Change in fair value of Forfeiture Shares 2,907 Financial income, net (1,770 ) Loss before taxes on income (27,232 ) Depreciation expenses 641 736 1,377 Stock-based compensation 5,151 6,938 12,089 Year ended December 31, 2021 Audio-Video Automotive Consolidated U.S. dollars in thousands Revenues 62,801 7,883 70,684 Gross profit 48,909 1,670 50,579 Research and development expenses 14,054 32,821 46,875 Sales and marketing expenses 6,944 7,270 14,214 General and administrative expenses 8,322 8,234 16,556 Segment operating profit (loss) 19,589 (46,655 ) (27,066 ) Change in fair value of Forfeiture Shares (173 ) Financial income, net 1,102 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Stock-based compensation 4,385 5,484 9,869 |
Schedule of Table Shows Revenue by Geography | The following table shows revenue by geography, based on the customers’ “bill to” location: Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Israel 3,086 2,803 1,670 China 9,578 9,609 15,574 Hong Kong 7,211 15,157 13,964 United States 7,330 17,494 10,842 Japan 7,445 9,238 7,669 Germany 8,347 6,724 3,361 Hungary 21,126 11,205 5,978 Other 20,038 18,485 11,626 84,161 90,715 70,684 |
Schedule of Supplemental Data - Major Customers | The following table summarizes the significant customers’ (including distributors) accounts receivable and revenues as a percentage of total accounts receivable and total revenues, respectively: December 31 2023 2022 Accounts Receivable U.S. dollars in thousands Customer A 19 % 10 % Customer B 11 % 0 % Customer C 11 % 26 % Customer D 10 % 7 % Customer E 0 % 16 % Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Revenues Customer A 17 % 7 % 4 % Customer B 5 % 10 % 6 % Customer C 11 % 12 % 10 % Customer F 8 % 10 % 11 % |
Schedule of long lived assets by geography | Year Ended December 31 2023 2022 2021 U.S. dollars in thousands Domestic (Israel) 4,419 5,827 2,259 Taiwan 296 184 199 China 176 225 210 USA 139 217 73 Singapore 72 124 - Other 54 37 - 5,156 6,614 2,741 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 29, 2021 | Mar. 31, 2010 | Dec. 31, 2023 | |
General [Line Items] | |||
Warrants shares | 6,660,000 | ||
Convertible into common stock | 9,080,000 | ||
Ordinary shares subject to forfeiture | 5,867,763 | ||
Total proceeds | $ 29.9 | ||
Share price per share | $ 10 | ||
Reverse stock split | 67,242,640 | ||
General and administrative expenses | $ 3.4 | ||
Forfeiture Shares liability | $ 4.5 | ||
HDBaseT Licensing LLC [Member] | |||
General [Line Items] | |||
Interest rate | 25% | ||
PTK [Member] | |||
General [Line Items] | |||
Warrants shares | 18,160,000 | ||
PTK Sponsor [Member] | |||
General [Line Items] | |||
Ordinary shares, shares issued | 2,875,000 | ||
Public Warrants [Member] | |||
General [Line Items] | |||
Warrants shares | 11,500,000 | ||
Public Warrants [Member] | PTK [Member] | |||
General [Line Items] | |||
Warrants shares | 11,500,000 | ||
Private Warrants [Member] | |||
General [Line Items] | |||
Warrants shares | 6,660,000 | ||
Private Warrants [Member] | PTK [Member] | |||
General [Line Items] | |||
Warrants shares | 6,660,000 | ||
PIPE Financing [Member] | |||
General [Line Items] | |||
Net proceeds | $ 131.6 | ||
Underwriting fees and issuance costs | 23.4 | ||
Reduction to shareholders’ equity | 20.8 | ||
Statements of operations | 2.6 | ||
General and administrative expenses | 2.1 | ||
Financial income, net | $ 0.5 | ||
Valens Ordinary Shares [Member] | PTK Sponsor [Member] | |||
General [Line Items] | |||
Ownership percentage | 35% | ||
Private Investment In Public Equity Investors [Member] | |||
General [Line Items] | |||
Aggregate shares | 12,500,000 | ||
Share price per share | $ 10 | ||
Gross proceeds | $ 125 | ||
PTK Sponsor [Member] | Common Stock [Member] | |||
General [Line Items] | |||
Ordinary shares, shares issued | 1,006,250 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Short term deposits, interest rate | 5.80% | 4.20% | ||
Monthly deposits of employees | 8.33% | 8.33% | ||
Salary paid | $ 3,500 | ¥ 24,633 | ||
Contract with Customer, Liability | 0 | $ 0 | ||
Contract with Customer, Liability, Revenue Recognized | 0 | 54 | ||
Internal sales commissions recorded In sales and marketing expense | 482 | 615 | $ 790 | |
Cash and Cash Equivalents, at Carrying Value | 17,261 | 20,024 | ||
Short-Term Investments | 124,759 | 128,363 | ||
Equity Investee [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Operating lease liabilities | $ 16 | $ 17 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Stated Accumulated Depreciation using the Straight-Line Method Over the Estimated Useful Lives of the Related Assets | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 15% |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 7% |
Production equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 33% |
Production equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, depreciation percentage | 50% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventories [Abstract] | |||
Inventory write downs | $ 1,097 | $ 23 | $ 0 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Line Items] | ||
Work in process | $ 6,176 | $ 9,870 |
Finished goods | 7,660 | 13,946 |
Total | $ 13,836 | $ 23,816 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||
Depreciation expenses | $ 1,632 | $ 1,377 | $ 1,099 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 11,336 | $ 9,540 |
Less: accumulated depreciation | (8,382) | (6,750) |
Property and equipment, net | 2,954 | 2,790 |
Equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 4,927 | 4,538 |
Furniture and Fixtures [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 407 | 407 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 657 | 657 |
Production equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | 1,206 | 668 |
Computers and software [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Property and equipment, gross | $ 4,139 | $ 3,270 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Liabilities [Abstract] | ||
Accrued vacation | $ 2,820 | $ 3,203 |
Taxes payable | 36 | 514 |
Accrued expenses- related party | 142 | |
Accrued expenses and other | 2,102 | 2,262 |
Total other current liabilities | $ 4,958 | $ 6,121 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) m² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Leases [Line Items] | ||||
Payments for agreements | $ 1,935 | $ 2,093 | ||
Operating right-of-use assets | $ 2,202 | $ 3,824 | ||
Operating lease expenses | $ 2,670 | |||
Lease Agreements [Member] | ||||
Leases [Line Items] | ||||
Operating right-of-use assets | $ 4,900 | |||
Vehicles [Member] | ||||
Leases [Line Items] | ||||
Lease terms | 3 years | |||
Payments for agreements | $ 28 | |||
Building [Member] | ||||
Leases [Line Items] | ||||
Lease terms | 1 year | |||
Payments for agreements | $ 10 | |||
Square meters (in Square Meters) | m² | 5,500 | |||
Lease period | 2 years | |||
Building [Member] | ISRAEL | ||||
Leases [Line Items] | ||||
Payments for agreements | $ 121 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Total Lease Costs - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Fixed Payment | $ 2,064 | $ 2,252 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Cash Flow Information Related to Operating Leases - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 1,935 | $ 2,093 | |
Right-of-use assets obtained in exchange for lease obligations (non-cash): | |||
Operating lease liabilities arising from obtaining operating right-of-use assets | $ 398 | $ 648 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Balance Sheet Information Related to Operating Leases - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases [Line Items] | ||
Operating lease right-of-use assets | $ 2,202 | $ 3,824 |
Current maturities of operating leases | 1,766 | 1,811 |
Non-current operating leases | 190 | 1,624 |
Total operating lease liabilities | $ 1,956 | $ 3,435 |
Weighted average remaining lease term (years) | 1 year 2 months 1 day | 2 years |
Weighted annual average discount rate | 13.12% | 13.09% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | $ 1,900 | |
2025 | 212 | |
2026 | 15 | |
Total operating lease payments | 2,127 | |
Less: imputed interest | (171) | |
Present value of lease liabilities | $ 1,956 | $ 3,435 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingent Liabilities [Line Items] | |||
Additional royalties per chip (in Dollars per share) | $ 0.1 | ||
Total value of open purchase orders | $ 4,951 | $ 19,418 | |
Purchase obligation | $ 5,513 | 2,783 | |
Minimum [Member] | |||
Commitments and Contingent Liabilities [Line Items] | |||
Percentage of net revenues per chip paid as royalty | 0.50% | ||
Maximum [Member] | |||
Commitments and Contingent Liabilities [Line Items] | |||
Percentage of net revenues per chip paid as royalty | 3.50% | ||
Cost of Sales [Member] | |||
Commitments and Contingent Liabilities [Line Items] | |||
Royalty expense | $ 725 | $ 903 | $ 844 |
Forfeiture Shares (Details)
Forfeiture Shares (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Forfeiture Shares [Line Items] | ||
Shares issued with respect forfeiture (in Shares) | 1,006,250 | |
Stock price (in Dollars per share) | $ 2.45 | $ 5.37 |
Minimum [Member] | ||
Forfeiture Shares [Line Items] | ||
Expected term | 4 years | 4 years |
Expected volatility | 47.74% | |
Risk-free interest rate | 0.53% | |
Maximum [Member] | ||
Forfeiture Shares [Line Items] | ||
Expected term | 5 years | 6 years |
Expected volatility | 50.31% | |
Risk-free interest rate | 0.76% | |
Monte-Carlo [Member] | ||
Forfeiture Shares [Line Items] | ||
Fair value (in Dollars) | $ 4,485 | |
Stock price (in Dollars per share) | $ 7.4 | |
Monte-Carlo [Member] | Minimum [Member] | ||
Forfeiture Shares [Line Items] | ||
Expected term | 3 years | |
Monte-Carlo [Member] | Maximum [Member] | ||
Forfeiture Shares [Line Items] | ||
Expected term | 4 years |
Forfeiture Shares (Details) - S
Forfeiture Shares (Details) - Schedule of Fair Value of Forfeited Shares - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock price (in Dollars per share) | $ 2.45 | $ 5.37 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 9 months | 1 year 9 months |
Expected volatility | 30.95% | 51.37% |
Risk-free interest rate | 4.37% | 4.27% |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 1 year 9 months | 2 years 9 months |
Expected volatility | 60.31% | 53.53% |
Risk-free interest rate | 5.03% | 4.49% |
Forfeiture Shares (Details) -_2
Forfeiture Shares (Details) - Schedule of Changes in Fair Value of Forfeited Shares - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of year | $ 1,751 | ||
Changes in fair value | (1,713) | $ (2,907) | $ 173 |
Balance at end of year | 38 | 1,751 | |
Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of year | $ 1,751 | 4,658 | |
Balance at end of year | $ 1,751 | $ 4,658 |
Shareholders Equity (Details)
Shareholders Equity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Shareholders Equity [Line Items] | |
Public warrants shares | 6,660,000 |
Ordinary shares | 3,330,000 |
Price per share warrants | $ / shares | $ 0.01 |
PTK Warrant [Member] | |
Shareholders Equity [Line Items] | |
Price per share | $ / shares | 11.5 |
Public Warrants [Member] | |
Shareholders Equity [Line Items] | |
Price per share | $ / shares | $ 11.5 |
Public warrants shares | 11,500,000 |
Ordinary shares | 5,750,000 |
Private Warrants [Member] | |
Shareholders Equity [Line Items] | |
Public warrants shares | 6,660,000 |
Public Warrants [Member] | |
Shareholders Equity [Line Items] | |
Price per share | $ / shares | $ 18 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation [Line Items] | ||||
Share based compensation | 814,272 | |||
Unrecognized compensation costs (in Dollars) | $ 593 | |||
Sharebased payment options | 300,750 | |||
Unvested stock options | 2,994,000 | |||
Weighted-average period | 1 year 3 months 25 days | |||
Share-based compensation arrangement by share-based payment award equity instruments granted | 548,849 | 515,103 | ||
Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Ordinary Shares pool reserved for issuance | 2,282,424 | |||
Company’s stock incentive | 30,666,212 | 28,383,788 | ||
Minimum [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share based payment award, expiration period | 7 years | |||
Maximum [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share based payment award, expiration period | 10 years | |||
Share-Based Payment Arrangement, Option [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Sharebased payment award, vesting rights percentage | 25% | |||
Restricted Stock Units (RSUs) [Member] | Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Sharebased payment award, vesting rights percentage | 25% | |||
Options [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Sharebased payment options | 239,610 | 321,777 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share based compensation | 814,272 | |||
Share-Based Payment Arrangement, Option [Member] | Merger And Acquisition Transaction [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Number Of Outstanding Options Unvested | 635,948 | |||
Unrecognized compensation costs (in Dollars) | $ 1,221 | |||
weighted-average period | 1 year 4 months 17 days | |||
Share-Based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share-based Payment Arrangement, Accelerated Cost (in Dollars) | $ 3,396 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Unrecognized compensation costs (in Dollars) | $ 21,786 | |||
weighted-average period | 2 years 8 months 1 day | |||
Share-based compensation arrangement by share-based payment award equity instruments granted | 4,377,951 | |||
Restricted Stock Units (RSUs) [Member] | Related Parties [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Share-based compensation arrangement by share-based payment award equity instruments granted | 7,398 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of Share Option Plan | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of share option plan [Abstract] | |
Number of Options outstanding, Beginning balance | shares | 13,948,149 |
Weighted- Average Exercise price, Beginning balance | $ / shares | $ 0.85 |
Number of Options, Granted | shares | 300,750 |
Weighted- Average Exercise price, Granted | $ / shares | $ 3.76 |
Number of Options, Exercised | shares | (2,647,907) |
Weighted- Average Exercise price, Exercised | $ / shares | $ 0.57 |
Number of Options, Expired | shares | (19,876) |
Weighted- Average Exercise price, Expired | $ / shares | $ 0.75 |
Number of Options, Forfeited | shares | (254,173) |
Weighted- Average Exercise price, Forfeited | $ / shares | $ 1.59 |
Number of Options outstanding, Ending balance | shares | 11,326,943 |
Weighted- Average Exercise price, Ending balance | $ / shares | $ 0.75 |
Number of Options, exercisable | shares | 10,290,733 |
Weighted- Average Exercise price, exercisable | $ / shares | $ 0.89 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of Summarizes Information About Share Options Outstanding $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Range of exercise prices one [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Lower Range Limit | $ 0.15 |
Upper Range Limit | $ 0.86 |
Number outstanding (in Shares) | shares | 10,880,051 |
Weighted average remaining contractual term | 4 years 9 months 18 days |
Weighted average exercise price | $ 0.79 |
Aggregate intrinsic value (in Dollars) | $ | $ 18,097 |
Number of Options, exercisable (in Shares) | shares | 10,067,076 |
Weighted average remaining contractual term | 4 years 7 months 28 days |
Weighted- Average Exercise price, exercisable | $ 0.78 |
Aggregate intrinsic value (in Dollars) | $ | $ 16,780 |
Range of exercise prices two [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 1.87 |
Number outstanding (in Shares) | shares | 3,313 |
Weighted average remaining contractual term | 7 years 10 days |
Weighted average exercise price | $ 1.87 |
Aggregate intrinsic value (in Dollars) | $ | $ 2 |
Number of Options, exercisable (in Shares) | shares | 2,277 |
Weighted average remaining contractual term | 7 years 10 days |
Weighted- Average Exercise price, exercisable | $ 1.87 |
Aggregate intrinsic value (in Dollars) | $ | $ 1 |
Range of exercise prices three [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 2.1 |
Number outstanding (in Shares) | shares | 16,563 |
Weighted average remaining contractual term | 1 year |
Weighted average exercise price | $ 2.1 |
Aggregate intrinsic value (in Dollars) | $ | $ 6 |
Number of Options, exercisable (in Shares) | shares | 16,563 |
Weighted average remaining contractual term | 1 year |
Weighted- Average Exercise price, exercisable | $ 2.1 |
Aggregate intrinsic value (in Dollars) | $ | $ 6 |
Range of Exercise Prices Four [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 2.4 |
Number outstanding (in Shares) | shares | 1,474 |
Weighted average remaining contractual term | 6 years 6 months |
Weighted average exercise price | $ 2.4 |
Number of Options, exercisable (in Shares) | shares | 246 |
Weighted average remaining contractual term | 6 years 6 months |
Weighted- Average Exercise price, exercisable | $ 2.4 |
Range of Exercise Prices Five [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 4.99 |
Number outstanding (in Shares) | shares | 196,625 |
Weighted average remaining contractual term | 6 years 14 days |
Weighted average exercise price | $ 4.99 |
Number of Options, exercisable (in Shares) | shares | 64,038 |
Weighted average remaining contractual term | 6 years 14 days |
Weighted- Average Exercise price, exercisable | $ 4.99 |
Range of Exercise Prices Six [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 5.36 |
Number outstanding (in Shares) | shares | 140,000 |
Weighted average remaining contractual term | 5 years 6 months |
Weighted average exercise price | $ 5.36 |
Number of Options, exercisable (in Shares) | shares | 52,500 |
Weighted average remaining contractual term | 5 years 6 months |
Weighted- Average Exercise price, exercisable | $ 5.36 |
Aggregate intrinsic value (in Dollars) | $ | |
Range of Exercise Prices Sevan [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 7.58 |
Number outstanding (in Shares) | shares | 85,380 |
Weighted average remaining contractual term | 5 years 14 days |
Weighted average exercise price | $ 7.58 |
Aggregate intrinsic value (in Dollars) | $ | |
Number of Options, exercisable (in Shares) | shares | 85,380 |
Weighted average remaining contractual term | 5 years 14 days |
Weighted- Average Exercise price, exercisable | $ 7.58 |
Aggregate intrinsic value (in Dollars) | $ | |
Range of Exercise Prices Eight [Member] | |
Schedule of Summarizes Information About Share Options Outstanding [Line Items] | |
Upper Range Limit | $ 9.07 |
Number outstanding (in Shares) | shares | 3,537 |
Weighted average remaining contractual term | 4 years 11 months 15 days |
Weighted average exercise price | $ 9.07 |
Aggregate intrinsic value (in Dollars) | $ | |
Number of Options, exercisable (in Shares) | shares | 2,653 |
Weighted average remaining contractual term | 4 years 11 months 15 days |
Weighted- Average Exercise price, exercisable | $ 9.07 |
Aggregate intrinsic value (in Dollars) | $ |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Options Granted Estimate the Fair Value of Stock-Based Compensation Awards | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Options Granted Estimate the Fair Value of Stock-Based Compensation Awards [Line Items] | ||
Expected dividend rate | 0% | 0% |
Minimum [Member] | ||
Schedule of Options Granted Estimate the Fair Value of Stock-Based Compensation Awards [Line Items] | ||
Expected term | 4 years | 4 years |
Expected volatility | 48.35% | 46.71% |
Risk-free rate | 3.62% | 1.31% |
Maximum [Member] | ||
Schedule of Options Granted Estimate the Fair Value of Stock-Based Compensation Awards [Line Items] | ||
Expected term | 5 years | 6 years |
Expected volatility | 63.84% | 47.71% |
Risk-free rate | 4.21% | 3% |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of Classification of the Stock Options Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Classification of the Stock Options Expenses [Line Items] | |||
Total stock-based compensation -Stock Options | $ 5,102 | $ 6,160 | $ 9,823 |
Cost of revenue [Member] | |||
Schedule of Classification of the Stock Options Expenses [Line Items] | |||
Total stock-based compensation -Stock Options | 183 | 233 | 158 |
Research and development [Member] | |||
Schedule of Classification of the Stock Options Expenses [Line Items] | |||
Total stock-based compensation -Stock Options | 1,158 | 1,766 | 1,684 |
Sales and marketing [Member] | |||
Schedule of Classification of the Stock Options Expenses [Line Items] | |||
Total stock-based compensation -Stock Options | 1,120 | 1,317 | 1,162 |
General and administrative [Member] | |||
Schedule of Classification of the Stock Options Expenses [Line Items] | |||
Total stock-based compensation -Stock Options | $ 2,641 | $ 2,844 | $ 6,819 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of Company’s RSU’s - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Schedule of Company’s RSU’s [Line Items] | |
Number of Options Outstanding, Beginning Balance | shares | 3,779,716 |
Weighted-Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 6.08 |
Number of Options, Granted | shares | 4,377,951 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 4.8 |
Number of Options, Vested | shares | (1,630,223) |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | $ 6.11 |
Number of Options, Forfeited | shares | (1,085,131) |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | $ 5.41 |
Number of Options Outstanding, Ending Balance | shares | 5,442,313 |
Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.26 |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of Classification of RSU's Expenses - Restricted Stock Units (RSUs) [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company’s RSU’s [Line Items] | |||
Total stock-based compensation-RSUs | $ 9,924 | $ 5,929 | $ 46 |
Cost of revenue [Member] | |||
Schedule of Company’s RSU’s [Line Items] | |||
Total stock-based compensation-RSUs | 606 | 317 | 6 |
Research and development [Member] | |||
Schedule of Company’s RSU’s [Line Items] | |||
Total stock-based compensation-RSUs | 5,141 | 3,034 | 22 |
Selling and Marketing Expense [Member] | |||
Schedule of Company’s RSU’s [Line Items] | |||
Total stock-based compensation-RSUs | 2,399 | 1,302 | 4 |
General and administrative [Member] | |||
Schedule of Company’s RSU’s [Line Items] | |||
Total stock-based compensation-RSUs | $ 1,778 | $ 1,276 | $ 14 |
Financial Income (Expenses), _3
Financial Income (Expenses), Net (Details) - Schedule of Financial Income (Expenses), Net - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Financial Income (Expenses), Net [Abstract] | |||
Foreign currency exchange differences | $ (1,078) | $ (4,377) | $ 1,295 |
Issuance costs attributed to Forfeiture Shares | (473) | ||
Interest income on short-term deposits | 6,669 | 2,298 | 311 |
Other | 46 | 309 | (31) |
Total financial income (expenses), net | $ 5,637 | $ (1,770) | $ 1,102 |
Net Loss Per Ordinary Share (De
Net Loss Per Ordinary Share (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss Per Ordinary Share [Abstract] | |
Annual rate of percentage | 7% |
Net Loss Per Ordinary Share (_2
Net Loss Per Ordinary Share (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Net loss from continuing operations | $ (19,661) | $ (27,667) | $ (26,534) | |
Numerator for basic and diluted net loss per common share net loss attributable to common stockholders | $ (19,661) | $ (27,667) | $ (37,864) | [1] |
Denominator for basic and dilutive net loss per common share- adjusted weighted-average share (in Shares) | 101,985,939 | 97,820,782 | 33,031,205 | [1] |
Basic and dilutive net loss per common share (in Dollars per share) | $ (0.19) | $ (0.28) | $ (1.15) | [1] |
Dividend on Series E Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | $ (2,710) | [1] | ||
Dividend on Series D Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | (4,023) | [1] | ||
Dividend on Series C Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | (1,426) | [1] | ||
Dividend on Series B-2 Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | (985) | [1] | ||
Dividend on Series B-1 Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | (394) | [1] | ||
Dividend on Series A Redeemable Preferred [Member] | ||||
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Redeemable Preferred Stock Dividends | $ (1,792) | [1] | ||
[1]Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Net Loss Per Ordinary Share (_3
Net Loss Per Ordinary Share (Details) - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Parentheticals) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | [1] | |
Schedule of Basic and Diluted Net Loss Per Ordinary Share [Line Items] | ||||
Numerator for diluted net loss per common share net loss attributable to common stockholders | $ (19,661) | $ (27,667) | $ (37,864) | |
Denominator for dilutive net loss per common share- adjusted weighted-average share | 101,985,939 | 97,820,782 | 33,031,205 | |
Dilutive net loss per common share | $ (0.19) | $ (0.28) | $ (1.15) | |
[1]Pursuant to the Merger Agreement Closing, all the Company’s Preferred Shares were converted on a one-to-one basis into Company’s Ordinary Shares; The Company’s Articles of Association that was in effect prior the Merger Agreement Closing, stated that the Preferred Shares were entitled to dividend preference, according to which, upon declaration of dividend by the Company’s Board of Directors, such Preferred Shares shall be entitled to cumulative dividends as of their applicable issuance at an annual rate of 7% of the applicable Original Issue Price (compounded annually). Dividend on Redeemable Preferred Shares referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Closing Date, refer to note 1(c)). |
Net Loss Per Ordinary Share (_4
Net Loss Per Ordinary Share (Details) - Schedule of Weighted-Average Ordinary Shares of Securities - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,233,173 | 14,913,114 | 16,028,893 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,844,514 | 3,270,669 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41,351 | ||
Forfeiture Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,006,250 | 1,006,250 | 508,715 |
Redeemable Convertible Preferred A Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 24,584,645 | ||
Redeemable Convertible Preferred B-1 Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,524,342 | ||
Redeemable Convertible Preferred B-2 Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,950,841 | ||
Redeemable Convertible Preferred C Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,042,522 | ||
Redeemable Convertible Preferred D Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,431,585 | ||
Redeemable Convertible Preferred E Shares [Member] | Redeemable Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,279,726 | ||
Private Warrants [Member] | Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,330,000 | 3,330,000 | 1,683,500 |
Public Warrants [Member] | Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,750,000 | 5,750,000 | 2,906,944 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | |||
Tax rate | 23% | 23% | 23% |
Valuation allowance | $ 32,594 | $ 31,552 | |
Change in valuation allowance | $ 1,042 | 340 | $ 9,595 |
Tax benefit rate | 50% | ||
United States [Member] | |||
Income Taxes [Line Items] | |||
Carry forward loss subject to limitation, description | carry forward loss is subject to the 382 limitation and has no expiration date. | ||
Israel [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 23% | ||
Carry forward loss | $ 116,000 | $ 99,000 | $ 88,000 |
United States [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 21% | ||
California [Member] | |||
Income Taxes [Line Items] | |||
Carry forward loss | $ 4,000 | ||
State tax rate | 8.84% | ||
Texas [Member] | |||
Income Taxes [Line Items] | |||
State tax rate | 0.75% | ||
Japan [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 36% | ||
Germany [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 30% | ||
China [Member] | |||
Income Taxes [Line Items] | |||
Tax rate | 5% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income (Loss) Before Income Taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
Domestic (Israel) | $ (20,291) | $ (27,959) | $ (26,549) |
Foreign | 724 | 727 | 412 |
Loss before income taxes | $ (19,567) | $ (27,232) | $ (26,137) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | |||
Domestic (Israel) | $ 45 | $ 360 | $ 306 |
Foreign | 67 | 91 | 101 |
Income tax expenses | 112 | 451 | 407 |
Current: | |||
Total | 112 | 451 | 407 |
Deferred: | |||
Domestic | |||
Foreign | |||
Total |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of Income Tax Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | |||
Loss before taxes on income and before Equity in earnings of investee | $ (19,567) | $ (27,232) | $ (26,137) |
Statutory tax rate in Israel | 23% | 23% | 23% |
Theoretical tax benefit | $ (4,500) | $ (6,263) | $ (6,011) |
Increase (decrease) in taxes resulting from: | |||
Effect of different tax rates applicable in foreign jurisdictions | 4 | (3) | 1 |
Operating losses and other temporary differences for which valuation allowance was provided | 5,915 | 5,505 | 3,773 |
Permanent differences | (1,352) | 852 | 2,338 |
Tax prepayment and other | 45 | 360 | 306 |
Income tax expenses | $ 112 | $ 451 | $ 407 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 27,617 | $ 17,670 |
Research and development | 2,092 | 10,861 |
Issuance costs | 1,009 | |
Employee and payroll accrued expenses | 623 | 700 |
Operating lease liabilities | 403 | 742 |
Share-based compensation | 2,283 | 1,364 |
Other | 37 | 38 |
Total deferred tax assets | 33,055 | 32,384 |
Deferred tax liabilities: | ||
Operating lease right-of-use assets | 461 | 832 |
Total deferred tax liabilities | 461 | 832 |
Total deferred tax assets, net | 32,594 | 31,552 |
Less valuation allowance for deferred tax assets | (32,594) | (31,552) |
Deferred tax assets |
Segment and Revenue by Geogra_3
Segment and Revenue by Geography and by Major Customer (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Segment and Revenue by Geography and by Major Customer [Abstract] | |
Number of reportable segments | 2 |
Segment and Revenue by Geogra_4
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of Evaluating Financial Performance and Allocating Resources - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 84,161 | $ 90,715 | $ 70,684 |
Gross profit (loss) | 52,592 | 63,390 | 50,579 |
Research and development expenses | (48,171) | (58,207) | (46,875) |
Sales and marketing expenses | (17,314) | (16,959) | (14,214) |
General and administrative expenses | (14,024) | (16,593) | (16,556) |
Segment operating profit (loss) | (26,917) | (28,369) | (27,066) |
Financial income, net | 5,637 | (1,770) | 1,102 |
Loss before taxes on income | (19,567) | (27,232) | (26,137) |
Depreciation expenses | 1,632 | 1,377 | 1,099 |
Stock-based compensation | 5,102 | 6,160 | 9,823 |
Consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 84,161 | 90,715 | 70,684 |
Gross profit (loss) | 52,592 | 63,390 | 50,579 |
Research and development expenses | 48,171 | 58,207 | 46,875 |
Sales and marketing expenses | 17,314 | 16,959 | 14,214 |
General and administrative expenses | 14,024 | 16,593 | 16,556 |
Segment operating profit (loss) | (26,917) | (28,369) | (27,066) |
Change in fair value of Forfeiture Shares | 1,713 | 2,907 | (173) |
Financial income, net | 5,637 | (1,770) | 1,102 |
Loss before taxes on income | (19,567) | (27,232) | (26,137) |
Depreciation expenses | 1,632 | 1,377 | 1,099 |
Stock-based compensation | 15,026 | 12,089 | 9,869 |
Audio Video [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 57,411 | 74,540 | 62,801 |
Gross profit (loss) | 44,262 | 58,425 | 48,909 |
Research and development expenses | 25,620 | 20,901 | 14,054 |
Sales and marketing expenses | 7,410 | 7,290 | 6,944 |
General and administrative expenses | 7,062 | 8,259 | 8,322 |
Segment operating profit (loss) | 4,170 | 21,975 | 19,589 |
Depreciation expenses | 816 | 641 | 371 |
Stock-based compensation | 6,928 | 5,151 | 4,385 |
Automotive [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 26,750 | 16,175 | 7,883 |
Gross profit (loss) | 8,330 | 4,965 | 1,670 |
Research and development expenses | 22,551 | 37,306 | 32,821 |
Sales and marketing expenses | 9,904 | 9,669 | 7,270 |
General and administrative expenses | 6,962 | 8,334 | 8,234 |
Segment operating profit (loss) | (31,087) | (50,344) | (46,655) |
Depreciation expenses | 816 | 736 | 728 |
Stock-based compensation | $ 8,098 | $ 6,938 | $ 5,484 |
Segment and Revenue by Geogra_5
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of Table Shows Revenue by Geography - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 84,161 | $ 90,715 | $ 70,684 |
Israel [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 3,086 | 2,803 | 1,670 |
China [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 9,578 | 9,609 | 15,574 |
Hong Kong [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,211 | 15,157 | 13,964 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,330 | 17,494 | 10,842 |
Japan [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,445 | 9,238 | 7,669 |
GERMANY | |||
Segment Reporting Information [Line Items] | |||
Revenues | 8,347 | 6,724 | 3,361 |
Hungary [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 21,126 | 11,205 | 5,978 |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 20,038 | $ 18,485 | $ 11,626 |
Segment and Revenue by Geogra_6
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of Supplemental Data - Major Customers - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 19% | 10% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11% | 0% | |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11% | 26% | |
Accounts Receivable [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10% | 7% | |
Accounts Receivable [Member] | Customer E [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0% | 16% | |
Revenue Benchmark [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 17% | 7% | 4% |
Revenue Benchmark [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 5% | 10% | 6% |
Revenue Benchmark [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11% | 12% | 10% |
Revenue Benchmark [Member] | Customer F [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 8% | 10% | 11% |
Segment and Revenue by Geogra_7
Segment and Revenue by Geography and by Major Customer (Details) - Schedule of Long Lived Assets by Geography - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Long lived assets | $ 5,156 | $ 6,614 | $ 2,741 |
Domestic (Israel) [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | 4,419 | 5,827 | 2,259 |
Taiwan [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | 296 | 184 | 199 |
China [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | 176 | 225 | 210 |
USA [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | 139 | 217 | 73 |
Singapore [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | 72 | 124 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Long lived assets | $ 54 | $ 37 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Feb. 29, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Sharebased payment options (in Shares) | 300,750 | ||||
Weighted average exercise price (in Dollars per share) | $ 3.76 | ||||
Granted shares RSU (in Shares) | 548,849 | 515,103 | |||
Fair value, description | The fair value of the stock options that were granted during the year ended December 31, 2023, is $593 thousand, which is expected to be recognized over a 1-4-years vesting period, and the fair value of the RSUs granted during the year ended December 31, 2023, is $2,502 thousand, which is expected to be recognized over a 1-4-years vesting period. | ||||
Fair value of stock options | $ 593,000 | ||||
Restricted stock units granted | 2,502,000 | ||||
Total amount | 401,000 | $ 401,000 | |||
Term of employment | 5 years | ||||
Vesting options (in Shares) | 814,272 | ||||
Company accrued service | 0 | 142,000 | |||
Recorded expense | 289 | ||||
General and Administrative Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total amount | $ 3,396,000 | 1,545,000 | |||
Executive [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued bonuses payments | $ 0 | $ 532,000 | |||
Options [Member] | |||||
Related Party Transaction [Line Items] | |||||
Sharebased payment options (in Shares) | 239,610 | 321,777 | |||
Weighted Average [Member] | |||||
Related Party Transaction [Line Items] | |||||
Weighted average exercise price (in Dollars per share) | $ 6.28 | $ 1.04 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 01, 2024 shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Ordinary shares | 5,208,032 |