Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | Valens Semiconductor Ltd. |
Entity Central Index Key | 0001863006 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | This Post-Effective Amendment No. 1 to the Registration Statement on Form F-1 (File No. 333-260390) (as amended, the “Registration Statement”) of Valens Semiconductor Ltd. (the “Registrant”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on October 27, 2021, is being filed pursuant to the undertakings in Item 9 of the Registration Statement to update the information in the Registration Statement to reflect the Company’s results for the year ended December 31, 2021. The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and Cash Equivalents | $ 56,791 | $ 26,316 |
Short-term deposits | 117,568 | 35,254 |
Trade accounts receivable | 7,095 | 8,679 |
Prepaid expenses | 6,927 | 2,344 |
Other current assets | 1,328 | 625 |
Inventories | 9,322 | 3,159 |
TOTAL CURRENT ASSETS | 199,031 | 76,377 |
LONG-TERM ASSETS: | ||
Property and equipment, net | 2,741 | 2,353 |
Other assets | 828 | 435 |
TOTAL LONG-TERM ASSETS | 3,569 | 2,788 |
TOTAL ASSETS | 202,600 | 79,165 |
CURRENT LIABILITIES: | ||
Trade accounts payable | 4,493 | 1,787 |
Accrued compensation | 4,583 | 3,950 |
Other current liabilities | 6,623 | 5,427 |
TOTAL CURRENT LIABILITIES | 15,699 | 11,164 |
LONG-TERM LIABILITIES: | ||
Warrants liability | 568 | |
Forfeiture Shares, no par value: 1,006,250 and 0 shares authorized, issued and outstanding as of December 31, 2021 and 2020, respectively; | 4,658 | |
Other long-term liabilities | 46 | 45 |
TOTAL LONG-TERM LIABILITIES | 4,704 | 613 |
COMMITMENTS AND CONTINGENT LIABILITIES | 0 | 0 |
TOTAL LIABILITIES | 20,403 | 11,777 |
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 149,611 | |
SHAREHOLDERS' EQUITY (DEFICIT): | ||
Ordinary shares, no par value: 700,000,000 and 95,709,724 shares authorized as of December 31, 2021 and 2020, respectively; 97,122,405 (excluding 1,006,250 Ordinary shares subject to forfeiture), and 10,795,372 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 49 | 40 |
Additional paid-in capital | 312,156 | 21,211 |
Accumulated deficit | (130,008) | (103,474) |
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) | 182,197 | (82,223) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 202,600 | 79,165 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 15,634 | |
Series B One Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 3,929 | |
Series B Two Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 10,000 | |
Series C Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 19,942 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | 60,286 | |
Series E Redeemable Convertible Preferred Stock [Member] | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES | ||
Redeemable Noncontrolling Interest, Equity, Preferred, Carrying Amount | $ 39,820 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2021$ / sharesshares | Dec. 31, 2021₪ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2020₪ / sharesshares |
Common stock par or stated value per share | $ / shares | $ 0 | $ 0 | ||
Common stock, shares authorized | 700,000,000 | 700,000,000 | 95,709,724 | 95,709,724 |
Common stock, shares issued | 97,122,405 | 97,122,405 | 10,795,372 | 10,795,372 |
Common stock, shares outstanding | 97,122,405 | 97,122,405 | 10,795,372 | 10,795,372 |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 38,000,000 | 38,000,000 |
Temporary equity shares issued | 0 | 0 | 32,901,384 | 32,901,384 |
Temporary equity shares outstanding | 0 | 0 | 32,901,384 | 32,901,384 |
Series B One Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 11,000,000 | 11,000,000 |
Temporary equity shares issued | 0 | 0 | 9,957,400 | 9,957,400 |
Temporary equity shares outstanding | 0 | 0 | 9,957,400 | 9,957,400 |
Series B Two Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 19,000,000 | 19,000,000 |
Temporary equity shares issued | 0 | 0 | 18,670,270 | 18,670,270 |
Temporary equity shares outstanding | 0 | 0 | 18,670,270 | 18,670,270 |
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 9,425,000 | 9,425,000 |
Temporary equity shares issued | 0 | 0 | 9,424,938 | 9,424,938 |
Temporary equity shares outstanding | 0 | 0 | 9,424,938 | 9,424,938 |
Series D Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 19,313,650 | 19,313,650 |
Temporary equity shares issued | 0 | 0 | 19,313,646 | 19,313,646 |
Temporary equity shares outstanding | 0 | 0 | 19,313,646 | 19,313,646 |
Series E Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity par or stated value per share | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ||
Temporary equity shares authorized | 0 | 0 | 11,205,179 | 11,205,179 |
Temporary equity shares issued | 0 | 0 | 11,080,674 | 11,080,674 |
Temporary equity shares outstanding | 0 | 0 | 11,080,674 | 11,080,674 |
Forfeiture Shares [Member] | ||||
Common stock par or stated value per share | $ / shares | $ 0 | $ 0 | ||
Common stock, shares authorized | 1,006,250 | 1,006,250 | 0 | 0 |
Common stock, shares issued | 1,006,250 | 1,006,250 | 0 | 0 |
Common stock, shares outstanding | 1,006,250 | 1,006,250 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
REVENUES | $ 70,684 | $ 56,910 | $ 60,041 |
COST OF REVENUES | (20,105) | (13,432) | (12,585) |
GROSS PROFIT | 50,579 | 43,478 | 47,456 |
OPERATING EXPENSES: | |||
Research and development expenses | (46,875) | (44,725) | (52,704) |
Sales and marketing expenses | (14,214) | (13,657) | (17,616) |
General and administrative expenses | (16,556) | (7,884) | (5,120) |
TOTAL OPERATING EXPENSES | (77,645) | (66,266) | (75,440) |
OPERATING LOSS | (27,066) | (22,788) | (27,984) |
Financial income, net | 929 | 3,300 | 2,443 |
Loss before income taxes | (26,137) | (19,488) | (25,541) |
INCOME TAXES | (407) | (164) | (414) |
LOSS AFTER INCOME TAXES | (26,544) | (19,652) | (25,955) |
Equity in earnings of investee | 10 | 17 | 21 |
NET LOSS | $ (26,534) | $ (19,635) | $ (25,934) |
Basic and diluted net loss per Ordinary Share | $ (1.15) | $ (3.25) | $ (4.13) |
Weighted average number of shares used in computing net loss per Ordinary Share | 33,031,205 | 10,448,218 | 9,522,608 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | |
Beginning Balance at Dec. 31, 2018 | $ (45,385) | $ 34 | $ 12,486 | $ (57,905) | |
Beginning balance, Shares at Dec. 31, 2018 | 9,379,757 | ||||
Exercise of options | 132 | $ 2 | 130 | ||
Exercise of options, Shares | 509,927 | ||||
Stock-based compensation | 2,864 | 2,864 | |||
Net loss | (25,934) | (25,934) | |||
Ending balance, Shares at Dec. 31, 2019 | 9,889,684 | ||||
Ending balance at Dec. 31, 2019 | (68,323) | $ 36 | 15,480 | (83,839) | |
Exercise of options | 406 | $ 4 | 402 | ||
Exercise of options, Shares | 905,688 | ||||
Stock-based compensation | 5,329 | 5,329 | |||
Net loss | (19,635) | (19,635) | |||
Ending balance, Shares at Dec. 31, 2020 | 10,795,372 | ||||
Ending balance at Dec. 31, 2020 | (82,223) | $ 40 | 21,211 | (103,474) | |
Exercise of options | $ 1,246 | $ 9 | 1,237 | ||
Exercise of options, Shares | 1,722,880 | 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, Shares | 67,242,640 | ||||
Merger transaction, net (Note 1(d)) | 129,660 | 129,660 | |||
Merger transaction, net (Note 1(d)), Shares | [1] | 17,361,513 | |||
Net loss | (26,534) | (26,534) | |||
Ending balance, Shares at Dec. 31, 2021 | 97,122,405 | ||||
Ending balance at Dec. 31, 2021 | $ 182,197 | $ 49 | $ 312,156 | $ (130,008) | |
[1] | Excluding 1,006,250 Forfeiture Shares. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, shares outstanding | 97,122,405 | 10,795,372 |
Forfeiture Shares [Member] | ||
Common stock, shares outstanding | 1,006,250 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (26,534) | $ (19,635) | $ (25,934) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,099 | 1,093 | 1,038 |
Stock-based compensation | 9,869 | 5,329 | 2,864 |
Exchange rate differences | (496) | (2,821) | (429) |
Interest from short-term deposits | 87 | 524 | 188 |
Change in fair value of warrant liability | 109 | ||
Change in fair value of Forfeiture Shares | 173 | ||
Equity in earnings of investee, net of dividend received | 18 | 11 | 2 |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | 1,584 | (944) | 2,457 |
Prepaid expenses | (4,583) | (902) | 304 |
Other current assets | (703) | 161 | (161) |
Inventories | (6,163) | (449) | (1,728) |
Long-term assets | (411) | (1) | (119) |
Trade accounts payable | 2,633 | (1,470) | (545) |
Accrued compensation | 633 | (1,555) | 158 |
Other current liabilities | 1,184 | 944 | 243 |
Other long-term liabilities | 1 | 45 | |
Net cash used in operating activities | (21,609) | (19,606) | (21,617) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in short-term deposits | (121,947) | (86,861) | (90,000) |
Maturities in short-term deposits | 39,227 | 116,036 | 102,000 |
Purchase of property and equipment | (1,443) | (861) | (1,431) |
Net cash provided by (used in) investing activities | (84,163) | 28,314 | 10,569 |
CASH FLOWS FROM FINANCING ACTIVITIES - | |||
Proceeds from Transactions related to the Merger, net | 134,185 | ||
Exercise of options | 1,246 | 406 | 132 |
Net cash provided by financing activities | 135,431 | 406 | 132 |
Effect of exchange rate changes on cash and cash equivalents | 816 | 1,646 | 429 |
INCREASE IN CASH AND CASH EQUIVALENTS | 30,475 | 10,760 | (10,487) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 26,316 | 15,556 | 26,043 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 56,791 | 26,316 | 15,556 |
SUPPLEMENT DISCLOSURE OF CASH FLOW INFORMATION - | |||
Cash paid for taxes | 417 | $ 139 | $ 433 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Trade accounts payable on account of property and equipment | 44 | ||
Unpaid issuance costs | 41 | ||
Conversion of Redeemable Convertible Preferred Shares | 150,179 | ||
Issuance of Forfeiture Shares | $ 4,485 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 plug-and-play ultra-HD low-cost As of September 30, 2021, the Company began trading on the New York Stock Exchange under the Symbol “VLN”; refer also to 1(d) below. b. On March 11, 2020, the World Health Organization designated the outbreak of a novel strain of coronavirus (“COVID-19”) COVID-19, shelter-in-place COVID-19 COVID-19 COVID-19 The Company has taken precautionary measures intended to help minimize the risk of the virus to its employees, including requiring some of the employees to work remotely and suspended all non-essential The Company’s business and operations have been and could in the future be adversely affected by the global COVID-19 COVID-19 COVID-19 COVID-19 On the product supply side, as the shortage in the semiconductor industry increases, the Company continues to face the impact of extended lead times from its suppliers as well as cost increases for certain raw materials that are in short supply, which may impact the Company’s revenues and gross margins. Overall, considering the changing nature and continuing uncertainty around the COVID-19 COVID-19 c. As of December 31, 2021, and 2020, 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. d. 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 10(b) below) convertible into 9,080 5,86 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 hal 1/2 Concurrently with the execution of the Merger Agreement, Valens and certain accredited investors (the “PIPE 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 (“PIPE 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 0.662531-to-one 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 11); and ii) the Company recorded the Forfeiture Shares liability of $4.5 million against the Additional Paid In Capital (refer also to note 2(y)). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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, fair value of warrants liability 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 non-monetary 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, 2021, and 2020, the short-term deposits were denominated in U.S. dollars and bore interest of 0.6% and 1.2%, 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 warrants liability and forfeiture shares liability. Other than the warrants liability and 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 warrants liability and forfeiture shares liability (refer also to note 7 and 8). h. Trade Accounts Receivable and Allowances for Doubtful Accounts 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 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. There were no write-offs of accounts receivable for the fiscal years ended December 31, 2021, 2020 and 2019, respectively. There is no allowance for doubtful accounts recorded as of December 31, 2021 and 2020, respectively. 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” 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 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, 2021, 2020 and 2019, the Company did not recognize an impairment loss on its long-lived assets. l. Severance Pay Valens: one-month’s 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. Upon adoption of ASC 606 on January 1, 2019, the Company analyzed the contracts that were signed and not yet completed before the effective date and found no material impact on its consolidated financial statements as a result of the transition into the new accounting standard. No cumulative adjustment to accumulated deficit was recorded as a result of ASC 606 implementation. The Company uses the following practical expedients that are permitted under the rules: • 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 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, 2021, and 2020, the deferred revenues for such material rights were $54 thousand and $76 thousand, respectively. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $76 and $0 thousand for the years ended December 31, 2021, and December 31, 2020, 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. 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 p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2021, 2020 and 2019 were $790 thousand, $412 thousand and $509 thousand, respectively. q. Leases The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals (excluding contingent rentals) for operating leases are charged to expense using the straight-line method. If rental payments are not made on a straight-line basis, rental expenses nevertheless are recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis is used. The Company will adopt the requirements of ASC 842 on January 1, 2022, using the modified retrospective approach, at the effective date, without adjusting the comparative periods, please refer to note 2(aa). 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 1c. The equity investee is included within Other assets and totaled to $17 thousand and $35 thousand as of December 31, 2021 and 2020, 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’ HDBaseT technology for the Audio-Video market deliver superior, plug-and-play 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle t. Net income (loss) per Ordinary Share Net income (loss) per Ordinary Share is computed by adjusting net income (loss) by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the period, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. Net income (loss) per Ordinary Share is calculated and reported under the “two-class” 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. 718-10, 718-10 pre-vesting 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. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon 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. Redeemable Convertible Preferred Shares When the Company issued preferred shares, it considered the provisions of ASC 480 in order to determine whether the preferred share should be classified as a liability. If the instrument was not within the scope of ASC 480, the Company further analyzed the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. w. 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, 2021 and 2020, the Company had cash and cash equivalents totaling $56,791 thousand and $26,316 thousand, respectively, as well as short-term deposits of $117,568 thousand and $35,254 thousand as of December 31, 2021 and 2020, 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, 2021, and 2020, the Company did not have allowances for doubtful accounts. x. Income tax 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. y. 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, re-measurement z. 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. aa. New Accounting Pronouncements Recently issued accounting pronouncements, not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, right-of-use The guidance is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company will adopt the requirements of ASC 842 on January 1, 2022, using the modified retrospective approach, at the effective date, without adjusting the comparative periods. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. In addition, the new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including ROU assets or lease liabilities for existing short-term leases of assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease The Company currently expects to recognize on January 1, 2022 operating lease liabilities of approximately $5 million, with corresponding ROU assets. In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13 In December 2019, the FASB issued ASU No. 2019-12, 2019-12 No. 2019-12 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES: December 31 2021 2020 U.S. dollars in thousands Work in process 4,718 1,400 Finished goods 4,604 1,759 9,322 3,159 Inventories write-downs totaled to $0 thousand, $73 thousand and $170 thousand during the years ended December 31, 2021, 2020 and 2019, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT, NET: December 31 2021 2020 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,045 3,779 Furniture and office equipment 407 404 Leasehold improvements 657 427 Production equipment 308 181 Computers and software 2,697 1,836 8,114 6,627 Less: accumulated depreciation (5,373 ) (4,274 ) Property and equipment, net 2,741 2,353 Depreciation expenses were $1,099 thousand, $1,093 thousand and $1,038 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020 and 2019, there were no impairments of property and equipment. |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | NOTE 5 - OTHER CURRENT LIABILITIES: December 31 2021 2020 U.S. dollars in thousands Accrued vacation 3,464 2,989 Taxes payable 40 37 Accrued expenses- related party 142 — Accrued expenses - other 2,977 2,401 6,623 5,427 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | NOTE 6 - COMMITMENTS AND CONTINGENT LIABILITIES: a. Lease agreements: 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. 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. This facility accommodates the Company’s principal operations, including sales, marketing, research and development, finance, and administration activities. Valens and its subsidiaries have entered into various operating leases for office buildings and research and development facilities in their respective territories. On July 21, 2015, the Company signed an extension of the lease agreement for its office space in Hod Hasharon, Israel that was due to expire in February 2021. On August 9, 2020, the Company signed an amendment to the lease agreement, regarding 5,500 square meters. According to that amendment, the lease term started on March 1, 2021 and will last through February 28, 2023. This amendment also provides the Company with an option to extend the lease period by additional two years until February 28, 2025. As of December 31, 2021 and 2020, the rented space of the Company’s offices in Israel is 5,500 square meters and 6,295 respectively Long-term lease deposits that are recorded within other assets totaled to $433 thousand and $336 thousand as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the minimum future rental payments applicable to non-cancelable U.S. dollars in 2022 1,821 2023 348 2024 30 Total 2,199 The table above does not include future rental payments of future extension periods of 10 thousand, 1,457 thousand, 1,689 thousand and 281 thousand for the years ended on December 31, 2022, 2023, 2024 and 2025. Operating lease expenses for the years ended December 31, 2021, 2020 and 2019 were $2,670 thousand, $2,527 thousand and $2,368 thousand, respectively. b. 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 paid-up Royalty arrangements with certain vendors are vary between 1%-3.5% The royalties’ expenses totaled to $844 thousand, $711 thousand and $389 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. The royalties were recorded as part of cost of revenues. c. The Israel Innovation Authority (formerly known as “Office Of Chief Scientist”) In previous years, 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. As of December 31, 2019, the Company repaid the IIA all its liability for the received grant. A repayment in an amount of $2,028 thousand was included in the Company’s research and development expenses for 2019. 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. d. Noncancelable Purchase Obligations The Company depends upon third party subcontractors for manufacturing of wafers, packaging and final tests. As of December 31, 2021, and 2020, the total value of open purchase orders for such manufacturing contractors was approximately $50,591 thousand and $12,417 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, 2021, and 2020, the total value of non-paid e. Legal proceedings As of December 31, 2021, and 2020, 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. f. 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, 2021, and 2020 the Company has no liabilities recorded for these agreements. |
Warrants Liability
Warrants Liability | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Liability [Abstract] | |
Warrants Liability | NOTE 7 - WARRANTS LIABILITY: a. On February 16, 2011, following a loan agreement signed between the Company and a third party, the Company granted to the lender warrants to purchase 161,808 Series B-1 fifth B-1 B-1 B-1 The Preferred B-1 480-10-35-5, B-1 B-1 The fair value of the warrants was computed using the following key assumptions: 2020 2019 Stock price 3.97 3.2128 Exercise price 0.40171 0.40171 Expected term (years) 0.13 1.13 Expected volatility 48.15 % 45.85 % Risk-free interest rate 0.1%-0.17 % 1.59 % Expected dividend rate 0 % 0 % b. The table below sets forth a summary of the changes in the fair value of the warrants liability classified as Level 3: 2021 2020 2019 U.S. dollars in thousands Balance at beginning of year 568 459 459 Exercise of warrants (568 ) — — Changes in fair value — 109 — Balance at end of year — 568 459 |
Forfeiture Shares
Forfeiture Shares | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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 47.74%-50.31% 0.53%-0.76%. The fair value of the Forfeiture Shares was computed using the following key assumptions: December 31, Stock price 7.7 Expected term (years) 2.75-3.75 Expected volatility 48.77%-48.92 % Risk-free interest rate 0.91%-1.08 % b. The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3: 2021 2020 U.S. dollars in thousands Balance at beginning of year — — Issuance of Forfeiture Shares 4,485 — Changes in fair value 173 — Balance at end of year 4,658 — |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Shares | NOTE 9 - REDEEMABLE CONVERTIBLE PREFERRED SHARES: Rights of redeemable convertible preferred shares: Aggregate Liquidation 2021 2020 U.S. dollars in thousands Series A — 34,609 Series B-1 — 7,613 Series B-2 — 19,029 Series C — 27,586 Series D — 77,806 Series E — 52,394 Total convertible preferred shares — 219,037 With respect to the conversion of redeemable convertible preferred shares, please refer to note 1(d) – Recapitalization. As of the December 31, 2020 the Company had issued Ordinary Shares and six classes of Preferred Shares. The rights, preferences and privileges with respect to the Preferred Shares are stipulated in the Company’s Articles of Association (“AoA”) and a summary of significant provisions are as follows: a. Conversion and conversion price adjustment “Conversion Price” as of the time of creation of any series or class of Preferred Shares, the conversion price per share for each share of such series of Preferred Share shall initially be the Original Issue Price thereof (subject to customary adjustments). b. Mandatory Conversion : As-Converted or by consent of such required majority), including the Series D Consent and the Series E Consent, and (iii) immediately prior to the consummation of an IPO (as defined below) (that does not constitute a Qualified IPO) on the New York Stock Exchange, NASDAQ, London Stock Exchange or the main list in the Hong Kong Stock Exchange, effected with the consent (by vote or written consent) of the holders of at least seventy percent (70%) of the voting power underlying the then outstanding Series D Preferred Shares on an As-Converted As-Converted “Qualified IPO” means the closing of the sale of Ordinary Shares in an initial firm-commitment underwritten public offering with net proceeds to the Company of at least $100 Million. “IPO” means the closing of the sale of Ordinary Shares in an initial firm-commitment underwritten public offering, pursuant to applicable securities law(s) and regulations, covering the offer and sale of Ordinary Shares to the public. c. Anti-Dilution Protection : “Additional Shares” means all Equity Securities issued by the Company following its Series E Preferred financing round (excluding customary exclusions). “Equity Securities” means any Ordinary Shares, Preferred Shares, any securities evidencing an ownership interest in the Company, or any securities (including, inter alia, options, warrants, convertible securities, convertible debentures, bonds or capital notes) convertible, exchangeable or exercisable into any of the aforesaid securities, any agreement, undertaking, instrument or certificates conferring a right to acquire any Ordinary Shares, Preferred Shares or any other securities of the Company. d. Special Adjustment for Conversion Price upon an Initial Public Offering: 1) If the IPO closing price, is less than 1.2 times the then applicable Conversion Price of the Preferred C Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Preferred C Shares into Ordinary Shares) the then applicable Conversion Price of the Preferred C Shares shall be automatically reduced so as to be equal to the IPO Closing Price divided by 1.2. 2) If the IPO closing price, is less than 1.2 times the then applicable Conversion Price of the Series D Preferred Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Series D Preferred Shares into Ordinary Shares) the then applicable Conversion Price of the Series D Preferred Shares shall be automatically reduced so as to be equal to the IPO closing price divided by 1.2. 3) If the IPO closing price, is less than 1.5 times the then applicable Conversion Price of the Series E Preferred Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Series E Preferred Shares into Ordinary Shares) the then applicable Conversion Price of the Series E Preferred Shares shall be automatically reduced so as to be equal to the IPO closing price divided by 1.5. e. Dividend Preference: Upon declaration of dividend by the Company’s Board of directors, the holders of the 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) since the issuance of each series Preferred Shares, prior to and in preference to the holders of the Ordinary Shares and any preceding Series of Preferred Shares, see also note f below. To date, no dividends have been declared. Cumulative dividends in arrears as of December 31, 2020, for all the preferred shares are, $64,578 thousand. f. Liquidation Preference : After payment has been made to the holders of the Series E Preferred Shares, Series D Preferred Shares, the Preferred C Shares, Preferred B Shares and Series A Preferred Shares of the full Preferential Amount, the holders of Preferred Shares and Ordinary Shares shall be entitled to receive any remaining Distributable Assets, if any, on a pro rata basis based upon the number of Ordinary Shares and Ordinary Shares into which such Preferred Shares could be converted into at the time of distribution until with respect to holders of the Preferred Shares, such holders have received an aggregate of three (3) times the applicable Original Issue Price of the Preferred Shares held thereby (including any paid Preferential Amounts); Thereafter, any remaining Distributable Assets shall be distributed to the holders of Ordinary Shares, pro rata based on the number of Ordinary Shares held by each. ”Liquidation Event” means (i) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; (ii) any Acquisition or (iii) Asset Transfer. For the purposes of this note, “Acquisition” shall mean (A) any consolidation, merger or reorganization of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the voting power of the surviving entity (or in the event stock or ownership interests of an affiliated entity are issued in such transaction, less than 50% of the voting power of such affiliated entity) immediately after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s outstanding voting power is transferred (e.g. by way of the sale of all or substantially all of the Company’s share capital); and “Asset Transfer” means the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Company. With respect to the conversion of redeemable convertible preferred shares, please refer to note 1(d) – Recapitalization. |
Shareholders Equity
Shareholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | |
Stockholders Equity | NOTE 10 - 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 one-half Public Warrants: Each of the 11,500,000 public warrants entitles its holder to purchase one half 30-day Private Warrants: Each of the 6,660,000 Private Warrants will not be redeemable by Valens, 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, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | NOTE 11 - STOCK-BASED COMPENSATION: In September 2021, the Company adopted the “Valens Semiconductor Ltd. 2021 Share Incentive Plan”. The Company’s stock options and Restricted Stock Units (RSUs) have a term of up to 10 years from grant date unless extended by the Board of Directors. Options and 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. During 2021, the Company added 8,370,000 Ordinary Shares to the Ordinary Shares pool reserved for issuance (2,318,860 in 2020). As of December 31, 2021, and 2020, the number of ordinary shares included in the Company’s stock incentive plans totaled to 28,383,788 and 20,013,788, respectively. 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. The following is a summary of the status of the Company’s share option plan as of December 31, 2021, as well as changes during the years: December 31, 2021 Number of Weighted- Options outstanding at the beginning of the year 15,955,892 $ 0.71 Granted during the year 1,662,897 $ 0.90 Exercised during the year (1,722,880 ) $ 0.72 Forfeited during the year (446,396 ) $ 0.84 Outstanding at the end of the year 15,449,513 $ 0.73 Options exercisable at year-end 11,449,733 $ 0.68 The following table summarizes information about share options outstanding as of December 31, 2021: Outstanding as of December 31, 2021 Exercisable as of December 31, 2021 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $0.15-$0.86 15,403,350 6.12 $ 0.72 107,517 11,416,017 5.29 $ 0.67 80,243 $1.87 5,963 9.03 $ 1.87 35 — — — — $2.10 33,126 2.69 $ 2.10 186 33,126 2.69 $ 2.10 186 $9.07 7,074 9.95 $ 9.07 — 590 9.95 $ 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: 2021 2020 Expected term 6-10 6-10 Expected volatility 46.71%-50.7% 48.15 % Expected dividend rate 0 % 0 % Risk-free rate 0.61%-1.74 % 0.42%-1.69 % During 2021, 2020 and 2019, 321,777, 3,347,705 and 1,003,185 options respectively, were granted to several related parties (please refer to Note 16 regarding Related Parties). As of December 31, 2021, the unrecognized compensation costs related to unvested stock options totaled to $13,853 thousand, which are expected to be expensed over a weighted-average period of 2.7 years. 2,300,980 out of the outstanding options that have not yet vested as of December 31, 2021, have acceleration mechanisms according to certain terms set forth in the grant agreements primarily in the case of a M&A Transaction which constitutes a Liquidation Event (as defined in Note 9). The unrecognized compensation costs related to those unvested stock options are $7,281 thousand, which are expected to be recognized over a weighted-average period of 2.3 years. The following table presents the classification of the stock options expenses for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Cost of revenue 158 178 180 Research and development 1,684 1,267 1,266 Selling, general and administrative 7,981 3,884 1,418 Total stock-based compensation -Stock Options 9,823 5,329 2,864 Restricted Stock Units The following is a summary of the status of the Company’s RSU’s as of December 31, 2021, as well as changes during the year: December 31, 2021 Number of Weighted- RSUs outstanding at the beginning of the year — — Granted during the year 133,384 $7.89 Exercised during the year — — Forfeited during the year — — Outstanding at the end of the year 133,384 $7.89 RSUs exercisable at year-end 616 $7.89 Outstanding as of December 31, 2021 Exercisable as of December 31, 2021 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 7.89 133,384 9.96 $ 7.89 $ 76 616 9.96 $ 7.89 ( *) (*) Less than $1 thousand As of December 31, 2021, the unrecognized compensation cost related to unvested RSUs totaled to approximately $914 thousand and is expected to be expensed over a weighted-average recognition period of approximately 3.8 years. During 2021, 2020 and 2019, 7,398, 0 and 0 RSU’s respectively, were granted to several related parties (please refer to Note 17 regarding Related Parties). The following table presents the classification of RSU’s expenses for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Cost of revenue 6 — — Research and development 22 — — Selling, general and administrative 18 — — Total stock-based compensation-RSUs 46 — — |
Financial Income, Net
Financial Income, Net | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income Net [Abstract] | |
Financial Income, Net | NOTE 12 - FINANCIAL INCOME, NET: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Foreign currency exchange differences 1,295 2,592 378 Issuance costs attributed to Forfeiture Shares (473 ) — — Interest income 311 849 2,174 Change in fair value of Warrants liability — (109 ) — Change in fair value of Forfeiture shares (173 ) — — Other (31 ) (32 ) (109 ) Total financial income, net 929 3,300 2,443 |
Net Income (loss) Per Ordinary
Net Income (loss) Per Ordinary Shares | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (loss) Per Ordinary Shares | NOTE 13 - NET INCOME (LOSS) PER ORDINARY SHARE: The following table sets forth the computation of basic and diluted net income (loss) per ordinary share for the periods indicated. Net income (loss) per ordinary share calculations for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(d). Year Ended December 31 2021(*) 2020 2019 U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (26,534 ) (19,635 ) (25,934 ) Dividend on Series E Redeemable Preferred (2,710 ) (3,428 ) (3,203 ) Dividend on Series D Redeemable Preferred (4,023 ) (5,090 ) (4,757 ) Dividend on Series C Redeemable Preferred (1,426 ) (1,805 ) (1,687 ) Dividend on Series B-2 (985 ) (1,245 ) (1,163 ) Dividend on Series B-1 (394 ) (498 ) (465 ) Dividend on Series A Redeemable Preferred (1,792 ) (2,264 ) (2,116 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (37,864 ) (33,965 ) (39,325 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 33,031,205 10,448,218 9,522,608 Basic and dilutive net loss per common share (1.15 ) (3.25 ) (4.13 ) (*) Dividend on Redeemable Preferred Shared referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Recapitalization Closing Date, refer to note 1(d)). |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 - 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 2021, 2020 and 2019, Valens is at a losses position and therefore has no corporate tax liability. As of December 31, 2021, 2020 and 2019, Valens has a carry forward loss of approximately $ 88 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, 2021, Valens Merger Sub, Inc. (formerly PTK) has a carry forward loss of approximately $5 million and is subject to state taxes at a rate of 8.84% in California. 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 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) (26,549 ) (19,935 ) (26,083 ) Foreign 412 447 542 Loss before income taxes (26,137 ) (19,488 ) (25,541 ) c. Income tax expenses consisted of the following for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) 306 97 281 Foreign 101 67 133 Income tax expenses 407 164 414 d. Taxes on Income: Taxes on income for the years ended December 31, 2021, 2020 and 2019 were comprised of the following: December 31 2021 2020 2019 U.S. dollars in thousands Current: Domestic — — — Foreign 40 37 25 Total 40 37 25 Deferred: Domestic — — — Foreign — — — Total — — — Provision for income taxes 40 37 225 A reconciliation our theoretical income tax expense to actual income tax expense is as follows: December 31 2021 2020 2019 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (26,137 ) (19,488 ) (25,541 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (6,011 ) (4,482 ) (5,874 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 1 4 5 Operating losses and other temporary differences for which valuation allowance was provided 3,773 3,224 5,203 Permanent differences 2,338 1,321 799 Tax prepayment 306 97 281 Actual taxes on income 407 164 414 e. Deferred Tax Assets and Liabilities The components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: December 31 2021 2020 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 21,221 19,477 Research and development 7,526 2,124 Issuance costs 2,338 — Employee and payroll accrued expenses 763 654 Other 44 42 Total deferred tax assets 31,892 22,297 Less valuation allowance for deferred tax assets (31,892 ) (22,297 ) 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, 2021, and 2020, the Company has recorded a full valuation allowance of $(31,892) and $(22,297) 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, 2021, 2020 and 2019 was $(9,595), $(4,500) thousand and $(7,931) thousand, respectively. f. Uncertain tax positions The Company implement a two-step approach g. Tax assessments The Israeli entity’s’ income tax assessments are considered final through 2015. The US subsidiary’s income tax assessments are considered final through 2016. |
Segment and Revenue by Geograph
Segment and Revenue by Geography and by Major Customer | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 15- 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, 2021 Audio- 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 ) Financial income, net 929 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Year ended December 31, 2020 Audio- Automotive Consolidated U.S. dollars in thousands Revenues 54,843 2,067 56,910 Gross profit (loss) 43,609 (131 ) 43,478 Research and development expenses 13,116 31,609 44,725 Sales and marketing expenses 6,625 7,032 13,657 General and administrative expenses 4,064 3,820 7,884 Segment operating profit (loss) 19,804 (42,592 ) (22,788 ) Financial income, net 3,300 Loss before taxes on income (19,488 ) Depreciation expenses 419 674 1,093 Year ended December 31, 2019 Audio- Automotive Consolidated U.S. dollars in thousands Revenues 59,053 988 60,041 Gross profit (loss) 47,699 (243 ) 47,456 Research and development expenses 20,257 32,447 52,704 Sales and marketing expenses 8,046 9,570 17,616 General and administrative expenses 2,569 2,551 5,120 Segment operating profit (loss) 16,827 (44,811 ) (27,984 ) Financial income, net 2,443 Loss before taxes on income (25,541 ) Depreciation expenses 505 533 1,038 b. Geographic Revenues The following table shows revenue by geography, based on the customers’ “bill to” location: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Israel 1,670 1,028 1,470 China 15,574 11,989 7,268 Hong Kong 13,964 9,780 11,267 United States 10,842 7,969 12,189 Mexico 2,381 7,708 9,065 Japan 7,669 6,802 8,895 Other 18,584 11,634 9,887 70,684 56,910 60,041 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 2021 2020 U.S. dollars in thousands Accounts Receivable Customer A 0 % 36 % Customer B 16 % 20 % Customer C 0 % 14 % Customer D 12 % 3 % Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Revenues Customer C 10 % 17 % 18 % Customer D 11 % 12 % 14 % Customer B 9 % 10 % 12 % d. Property and Equipment by Geography: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) 2,259 1,543 1,939 Taiwan 199 344 349 China 210 312 — USA 73 151 290 Other — 3 7 2,741 2,353 2,585 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16 - RELATED PARTY TRANSACTIONS: a. During the years ended December 31, 2021, 2020 and 2019, the Company granted 321,777, 3,347,705 and 1,089,195 options, respectively, at a weighted average exercise price of $1.04, $0.86 and $0.86 and respectively to several executives officers, and Board members of the Company. In addition, during the year ended December 31, 2021, the Company granted 7,398 RSUs to several Board members of the Company. The fair value of the stock options that were granted during the year ended December 31, 2021 is $1,266 thousand, which is expected to be recognized over a 3-4-years 3-years b. 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. c. 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. d. With 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. e. As of December 31, 2021, and 2020, the Company accrued $179 and $92 respectively, for bonus payments to the Covered Executives. f. As of December 31, 2021, and 2020, the Company accrued $142 and $0, respectively, for services provided to PTK by its Sponsor in connection with the Merger. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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, fair value of warrants liability 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 non-monetary |
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, 2021, and 2020, the short-term deposits were denominated in U.S. dollars and bore interest of 0.6% and 1.2%, 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 warrants liability and forfeiture shares liability. Other than the warrants liability and 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 warrants liability and forfeiture shares liability (refer also to note 7 and 8). |
Trade Accounts Receivable and Allowances for Doubtful Accounts | h. Trade Accounts Receivable and Allowances for Doubtful Accounts 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 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. There were no write-offs of accounts receivable for the fiscal years ended December 31, 2021, 2020 and 2019, respectively. There is no allowance for doubtful accounts recorded as of December 31, 2021 and 2020, respectively. |
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” |
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 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, 2021, 2020 and 2019, the Company did not recognize an impairment loss on its long-lived assets. |
Severance Pay | l. Severance Pay Valens: one-month’s 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. Upon adoption of ASC 606 on January 1, 2019, the Company analyzed the contracts that were signed and not yet completed before the effective date and found no material impact on its consolidated financial statements as a result of the transition into the new accounting standard. No cumulative adjustment to accumulated deficit was recorded as a result of ASC 606 implementation. The Company uses the following practical expedients that are permitted under the rules: • 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 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, 2021, and 2020, the deferred revenues for such material rights were $54 thousand and $76 thousand, respectively. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $76 and $0 thousand for the years ended December 31, 2021, and December 31, 2020, 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. |
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 |
Sales Commissions | p. Sales Commissions Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2021, 2020 and 2019 were $790 thousand, $412 thousand and $509 thousand, respectively. |
Leases | q. Leases The Company leases cars and offices for use in its operations, which are classified as operating leases. Rentals (excluding contingent rentals) for operating leases are charged to expense using the straight-line method. If rental payments are not made on a straight-line basis, rental expenses nevertheless are recognized on a straight-line basis unless another systematic and rational basis is more representative of the time pattern in which use benefit is derived from the leased property, in which case that basis is used. The Company will adopt the requirements of ASC 842 on January 1, 2022, using the modified retrospective approach, at the effective date, without adjusting the comparative periods, please refer to note 2(aa). |
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 1c. The equity investee is included within Other assets and totaled to $17 thousand and $35 thousand as of December 31, 2021 and 2020, 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’ HDBaseT technology for the Audio-Video market deliver superior, plug-and-play 2) Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle |
Net income (loss) per Ordinary Share | t. Net income (loss) per Ordinary Share Net income (loss) per Ordinary Share is computed by adjusting net income (loss) by the amount of dividends on redeemable convertible preferred shares, if applicable. Basic net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the year. Diluted net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the period, while giving effect to all potentially dilutive Ordinary Shares to the extent they are dilutive. Net income (loss) per Ordinary Share is calculated and reported under the “two-class” 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. 718-10, 718-10 pre-vesting 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. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon 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. |
Redeemable Convertible Preferred Shares | v. Redeemable Convertible Preferred Shares When the Company issued preferred shares, it considered the provisions of ASC 480 in order to determine whether the preferred share should be classified as a liability. If the instrument was not within the scope of ASC 480, the Company further analyzed the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. |
Concentrations of credit risk | w. 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, 2021 and 2020, the Company had cash and cash equivalents totaling $56,791 thousand and $26,316 thousand, respectively, as well as short-term deposits of $117,568 thousand and $35,254 thousand as of December 31, 2021 and 2020, 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, 2021, and 2020, the Company did not have allowances for doubtful accounts. |
Income tax | x. Income tax 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 | y. 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, re-measurement |
Public and Private Warrants | z. 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 | aa. New Accounting Pronouncements Recently issued accounting pronouncements, not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, right-of-use The guidance is effective for the Company for annual periods beginning after December 15, 2021 and interim periods within annual periods beginning after December 15, 2022. The Company will adopt the requirements of ASC 842 on January 1, 2022, using the modified retrospective approach, at the effective date, without adjusting the comparative periods. The Company elected to utilize the available package of practical expedients permitted under the transition guidance within ASC 842 which does not require it to reassess the prior conclusions about lease identification, lease classification and initial direct costs. In addition, the new standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including ROU assets or lease liabilities for existing short-term leases of assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. The Company also elected the practical expedient to not separate lease and non-lease The Company currently expects to recognize on January 1, 2022 operating lease liabilities of approximately $5 million, with corresponding ROU assets. In June 2016, the FASB issued ASU No. 2016-13, No. 2016-13 In December 2019, the FASB issued ASU No. 2019-12, 2019-12 No. 2019-12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule Of 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 50 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31 2021 2020 U.S. dollars in thousands Work in process 4,718 1,400 Finished goods 4,604 1,759 9,322 3,159 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Property And Equipment | December 31 2021 2020 U.S. dollars in thousands Cost: Electronic and laboratory equipment 4,045 3,779 Furniture and office equipment 407 404 Leasehold improvements 657 427 Production equipment 308 181 Computers and software 2,697 1,836 8,114 6,627 Less: accumulated depreciation (5,373 ) (4,274 ) Property and equipment, net 2,741 2,353 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Current Liabilities | December 31 2021 2020 U.S. dollars in thousands Accrued vacation 3,464 2,989 Taxes payable 40 37 Accrued expenses- related party 142 — Accrued expenses - other 2,977 2,401 6,623 5,427 |
Commitments And Contingent Li_2
Commitments And Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of the Minimum Future Rental Payments Applicable to Non-Cancelable Operating Leases (Detail) | As of December 31, 2021, the minimum future rental payments applicable to non-cancelable U.S. dollars in 2022 1,821 2023 348 2024 30 Total 2,199 |
Warrants Liability (Tables)
Warrants Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants Liability [Abstract] | |
Schedule of Fair Value of the Warrants | The fair value of the warrants was computed using the following key assumptions: 2020 2019 Stock price 3.97 3.2128 Exercise price 0.40171 0.40171 Expected term (years) 0.13 1.13 Expected volatility 48.15 % 45.85 % Risk-free interest rate 0.1%-0.17 % 1.59 % Expected dividend rate 0 % 0 % |
Schedule of the Changes in the Fair Value of the Warrants Liability | b. The table below sets forth a summary of the changes in the fair value of the warrants liability classified as Level 3: 2021 2020 2019 U.S. dollars in thousands Balance at beginning of year 568 459 459 Exercise of warrants (568 ) — — Changes in fair value — 109 — Balance at end of year — 568 459 |
Forfeiture Shares (Tables)
Forfeiture Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Fair Value of Forfeited Shares | The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards: 2021 2020 Expected term 6-10 6-10 Expected volatility 46.71%-50.7% 48.15 % Expected dividend rate 0 % 0 % Risk-free rate 0.61%-1.74 % 0.42%-1.69 % |
Schedule of Changes in Fair Value of Forfeited Shares | b. The table below sets forth a summary of the changes in the fair value of the warrants liability classified as Level 3: 2021 2020 2019 U.S. dollars in thousands Balance at beginning of year 568 459 459 Exercise of warrants (568 ) — — Changes in fair value — 109 — Balance at end of year — 568 459 |
Forfeited Ordinary Shares [Member] | |
Schedule of Fair Value of Forfeited Shares | The fair value of the Forfeiture Shares was computed using the following key assumptions: December 31, Stock price 7.7 Expected term (years) 2.75-3.75 Expected volatility 48.77%-48.92 % Risk-free interest rate 0.91%-1.08 % |
Schedule of Changes in Fair Value of Forfeited Shares | b. The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3: 2021 2020 U.S. dollars in thousands Balance at beginning of year — — Issuance of Forfeiture Shares 4,485 — Changes in fair value 173 — Balance at end of year 4,658 — |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Right of Redeemable Convertible Preferred Shares | Rights of redeemable convertible preferred shares: Aggregate Liquidation 2021 2020 U.S. dollars in thousands Series A — 34,609 Series B-1 — 7,613 Series B-2 — 19,029 Series C — 27,586 Series D — 77,806 Series E — 52,394 Total convertible preferred shares — 219,037 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Share Option Plan | The following is a summary of the status of the Company’s share option plan as of December 31, 2021, as well as changes during the years: December 31, 2021 Number of Weighted- Options outstanding at the beginning of the year 15,955,892 $ 0.71 Granted during the year 1,662,897 $ 0.90 Exercised during the year (1,722,880 ) $ 0.72 Forfeited during the year (446,396 ) $ 0.84 Outstanding at the end of the year 15,449,513 $ 0.73 Options exercisable at year-end 11,449,733 $ 0.68 |
Summary of Share Options Outstanding | The following table summarizes information about share options outstanding as of December 31, 2021: Outstanding as of December 31, 2021 Exercisable as of December 31, 2021 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $0.15-$0.86 15,403,350 6.12 $ 0.72 107,517 11,416,017 5.29 $ 0.67 80,243 $1.87 5,963 9.03 $ 1.87 35 — — — — $2.10 33,126 2.69 $ 2.10 186 33,126 2.69 $ 2.10 186 $9.07 7,074 9.95 $ 9.07 — 590 9.95 $ 9.07 — |
Summary of Options Granted Estimate the Fair Value of Stock-Based Compensation Award | The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards: 2021 2020 Expected term 6-10 6-10 Expected volatility 46.71%-50.7% 48.15 % Expected dividend rate 0 % 0 % Risk-free rate 0.61%-1.74 % 0.42%-1.69 % |
Summary of Stock Options Expenses | The following table presents the classification of the stock options expenses for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Cost of revenue 158 178 180 Research and development 1,684 1,267 1,266 Selling, general and administrative 7,981 3,884 1,418 Total stock-based compensation -Stock Options 9,823 5,329 2,864 |
Summary of the RSU's | The following is a summary of the status of the Company’s RSU’s as of December 31, 2021, as well as changes during the year: December 31, 2021 Number of Weighted- RSUs outstanding at the beginning of the year — — Granted during the year 133,384 $7.89 Exercised during the year — — Forfeited during the year — — Outstanding at the end of the year 133,384 $7.89 RSUs exercisable at year-end 616 $7.89 |
Summary of Share-based Payment Arrangement, Restricted Stock Units Exercise Price Range | Outstanding as of December 31, 2021 Exercisable as of December 31, 2021 Range of Number Weighted Weighted Aggregate Number Weighted Weighted Aggregate $ 7.89 133,384 9.96 $ 7.89 $ 76 616 9.96 $ 7.89 ( *) (*) Less than $1 thousand |
Summary of Classification of RSU's Expenses | The following table presents the classification of RSU’s expenses for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Cost of revenue 6 — — Research and development 22 — — Selling, general and administrative 18 — — Total stock-based compensation-RSUs 46 — — |
Financial Income Net (Table)
Financial Income Net (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Finance Income Net [Abstract] | |
Schedule Of Finance Income Net | Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Foreign currency exchange differences 1,295 2,592 378 Issuance costs attributed to Forfeiture Shares (473 ) — — Interest income 311 849 2,174 Change in fair value of Warrants liability — (109 ) — Change in fair value of Forfeiture shares (173 ) — — Other (31 ) (32 ) (109 ) Total financial income, net 929 3,300 2,443 |
Net Income (loss) Per Ordinar_2
Net Income (loss) Per Ordinary Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per ordinary share | The following table sets forth the computation of basic and diluted net income (loss) per ordinary share for the periods indicated. Net income (loss) per ordinary share calculations for all periods presented have been retrospectively adjusted to reflect the Reverse Stock Split, as discussed in Note 1(d). Year Ended December 31 2021(*) 2020 2019 U.S. dollars in thousands Basic net loss per Ordinary Share Numerator: Net loss from continuing operations (26,534 ) (19,635 ) (25,934 ) Dividend on Series E Redeemable Preferred (2,710 ) (3,428 ) (3,203 ) Dividend on Series D Redeemable Preferred (4,023 ) (5,090 ) (4,757 ) Dividend on Series C Redeemable Preferred (1,426 ) (1,805 ) (1,687 ) Dividend on Series B-2 (985 ) (1,245 ) (1,163 ) Dividend on Series B-1 (394 ) (498 ) (465 ) Dividend on Series A Redeemable Preferred (1,792 ) (2,264 ) (2,116 ) Numerator for basic and diluted net loss per common share net loss attributable to common stockholders (37,864 ) (33,965 ) (39,325 ) Denominator: Denominator for basic and dilutive net loss per common share- adjusted weighted-average share 33,031,205 10,448,218 9,522,608 Basic and dilutive net loss per common share (1.15 ) (3.25 ) (4.13 ) (*) Dividend on Redeemable Preferred Shared referred to the period that started on January 1, 2021 and ended on September 29, 2021 (Recapitalization Closing Date, refer to note 1(d)). |
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: 2021 2020 2019 Options 16,028,893 15,257,902 14,157,546 Warrants liability 41,351 161,808 161,808 Private Warrants 1,683,500 — — Public Warrants 2,906,944 — — Forfeiture Shares 508,715 — — Redeemable Convertible Preferred A shares 24,584,645 32,901,384 32,901,384 Redeemable Convertible Preferred B-1 7,524,342 9,957,400 9,957,400 Redeemable Convertible Preferred B-2 13,950,841 18,670,270 18,670,270 Redeemable Convertible Preferred C shares 7,042,522 9,424,938 9,424,938 Redeemable Convertible Preferred D shares 14,431,585 19,313,646 19,313,646 Redeemable Convertible Preferred E shares 8,279,726 11,080,674 11,080,674 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Income (loss) before income taxes consisted of the following for the periods indicated: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) (26,549 ) (19,935 ) (26,083 ) Foreign 412 447 542 Loss before income taxes (26,137 ) (19,488 ) (25,541 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) 306 97 281 Foreign 101 67 133 Income tax expenses 407 164 414 |
Schedule of Taxes on Income | Taxes on income for the years ended December 31, 2021, 2020 and 2019 were comprised of the following: December 31 2021 2020 2019 U.S. dollars in thousands Current: Domestic — — — Foreign 40 37 25 Total 40 37 25 Deferred: Domestic — — — Foreign — — — Total — — — Provision for income taxes 40 37 225 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation our theoretical income tax expense to actual income tax expense is as follows: December 31 2021 2020 2019 U.S. dollars in thousands Loss before taxes on income and before Equity in earnings of investee (26,137 ) (19,488 ) (25,541 ) Statutory tax rate in Israel 23 % 23 % 23 % Theoretical tax benefit (6,011 ) (4,482 ) (5,874 ) Increase (decrease) in taxes resulting from: Effect of different tax rates applicable in foreign jurisdictions 1 4 5 Operating losses and other temporary differences for which valuation allowance was provided 3,773 3,224 5,203 Permanent differences 2,338 1,321 799 Tax prepayment 306 97 281 Actual taxes on income 407 164 414 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: December 31 2021 2020 U.S. dollars in thousands Deferred tax assets: Tax loss carryforwards 21,221 19,477 Research and development 7,526 2,124 Issuance costs 2,338 — Employee and payroll accrued expenses 763 654 Other 44 42 Total deferred tax assets 31,892 22,297 Less valuation allowance for deferred tax assets (31,892 ) (22,297 ) Deferred tax assets — — |
Segment and Revenue by Geogra_2
Segment and Revenue by Geography and by Major Customer (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by 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, 2021 Audio- 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 ) Financial income, net 929 Loss before taxes on income (26,137 ) Depreciation expenses 371 728 1,099 Year ended December 31, 2020 Audio- Automotive Consolidated U.S. dollars in thousands Revenues 54,843 2,067 56,910 Gross profit (loss) 43,609 (131 ) 43,478 Research and development expenses 13,116 31,609 44,725 Sales and marketing expenses 6,625 7,032 13,657 General and administrative expenses 4,064 3,820 7,884 Segment operating profit (loss) 19,804 (42,592 ) (22,788 ) Financial income, net 3,300 Loss before taxes on income (19,488 ) Depreciation expenses 419 674 1,093 Year ended December 31, 2019 Audio- Automotive Consolidated U.S. dollars in thousands Revenues 59,053 988 60,041 Gross profit (loss) 47,699 (243 ) 47,456 Research and development expenses 20,257 32,447 52,704 Sales and marketing expenses 8,046 9,570 17,616 General and administrative expenses 2,569 2,551 5,120 Segment operating profit (loss) 16,827 (44,811 ) (27,984 ) Financial income, net 2,443 Loss before taxes on income (25,541 ) Depreciation expenses 505 533 1,038 |
Schedule of Geographic Revenues | The following table shows revenue by geography, based on the customers’ “bill to” location: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Israel 1,670 1,028 1,470 China 15,574 11,989 7,268 Hong Kong 13,964 9,780 11,267 United States 10,842 7,969 12,189 Mexico 2,381 7,708 9,065 Japan 7,669 6,802 8,895 Other 18,584 11,634 9,887 70,684 56,910 60,041 |
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 2021 2020 U.S. dollars in thousands Accounts Receivable Customer A 0 % 36 % Customer B 16 % 20 % Customer C 0 % 14 % Customer D 12 % 3 % Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Revenues Customer C 10 % 17 % 18 % Customer D 11 % 12 % 14 % Customer B 9 % 10 % 12 % |
Schedule of Property and Equipment by Geography | d. Property and Equipment by Geography: Year Ended December 31 2021 2020 2019 U.S. dollars in thousands Domestic (Israel) 2,259 1,543 1,939 Taiwan 199 344 349 China 210 312 — USA 73 151 290 Other — 3 7 2,741 2,353 2,585 |
General - Additional Informatio
General - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Limited liability company or Limited partnership, Business, Formation state | Oregon, USA | |||
Class of warrant or right, Number of securities called by each warrant or right | 0.5 | 1.5 | ||
Adjustments to additional paid in capital, Stock issued, Issuance costs | $ | $ 9,869 | $ 5,329 | $ 2,864 | |
Adjustments to additional paid in capital, Forfeiture shares liability | $ | $ 4,500 | |||
LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Limited liability company or Limited partnership, Members or limited partners, Ownership interest | 25.00% | |||
General and Administrative Expense [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Options vesting acceleration and Listing expenses | $ | $ 3,400 | |||
Recapitalization [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Preferred stock, Conversion basis | a one-to-one basis | |||
Recapitalization [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion of stock, Shares converted | 67,242,640 | |||
Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common Stock, Conversion Basis | one | |||
Proceeds from merger | $ | $ 29,900 | |||
Merger Agreement Closing [Member] | PIPE Financing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from merger and issuance of common stock | $ | 131,600 | |||
Payments for underwriting fees and issuance costs | $ | $ 23,400 | |||
Adjustments to additional paid in capital, Stock issued, Issuance costs | $ | $ 20,800 | |||
Noncash merger related costs | $ | 2,600 | |||
Merger Agreement Closing [Member] | PIPE Financing [Member] | General and Administrative Expense [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Noncash merger related costs | $ | 2,100 | |||
Merger Agreement Closing [Member] | PIPE Financing [Member] | Financial Income Net [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Noncash merger related costs | $ | $ 500 | |||
PTK [Member] | Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Outstanding | 18,160,000 | |||
Common Stock [Member] | Recapitalization [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share Price | $ / shares | $ 10 | |||
Stockholders equity, Reverse stock split, Conversion ratio | 0.662531 | |||
Common Stock [Member] | Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Conversion of stock, Shares converted | 5,867,763 | |||
Common Stock [Member] | Merger Agreement Closing [Member] | PTK Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, Shares, Issued for services | 2,875,000 | |||
Equity method investment, Ownership percentage | 35.00% | |||
Common Stock [Member] | PTK [Member] | Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Number of securities called by each warrant or right | 9,080,000 | |||
Common Stock [Member] | PTK [Member] | Merger Agreement Closing [Member] | PTK Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common Stock, Conversion Basis | 1,006,250 | |||
PIPE Shares [Member] | Private Investment In Public Equity Investors [Member] | PIPE Financing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period, Shares | 12,500,000 | |||
Shares issued, Price per share | $ / shares | $ 10 | |||
Proceeds from issuance of common stock | $ | $ 125,000 | |||
Public Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Outstanding | 11,500,000 | |||
Class of warrant or right, Number of securities called by each warrant or right | 1.5 | |||
Public Warrants [Member] | PTK [Member] | Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Outstanding | 11,500,000 | |||
Private Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Outstanding | 6,660,000 | |||
Private Warrants [Member] | Merger Agreement Closing [Member] | PTK Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right issued during period, Warrants | 6,660,000 | |||
Private Warrants [Member] | PTK [Member] | Merger Agreement Closing [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrant or right, Outstanding | 6,660,000 | |||
Subsidiaries [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Equity method investment, Description of principal activities | marketing of and support for the Company’s products |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary Of Property And Equipment (Detail) | Dec. 31, 2021 |
Computers And Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Salvage Value, Percentage | 33.00% |
Electronic and Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Salvage Value, Percentage | 33.00% |
Electronic and Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Salvage Value, Percentage | 15.00% |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Salvage Value, Percentage | 7.00% |
Exploration and Production Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Salvage Value, Percentage | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)SegmentInteger | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Dec. 31, 2018USD ($) | |
Short term deposits, Interest rate | 0.60% | 1.20% | |||
Accounts receivable, Allowance for credit loss, Writeoff | $ 0 | $ 0 | $ 0 | ||
Accounts receivable, Allowance for credit loss, Current | 0 | 0 | |||
Impairement Loss On Long-Lived Assets | $ 0 | 0 | 0 | ||
Monthly Deposits Of Employees(In%) | 8.33% | ||||
Severance Payment Calculation, Description | The Chinese subsidiary liability for severance pay for its local employees is calculated in accordance with the Chinese law. The severance payment is calculated as the product of A x B, where A is the lower of a) most recent monthly salary paid to employees or b) cap of RMB 24,633 (approximately $3,900), and B is the length of employment in the Company (years). | ||||
Deferred Revenue Recognized During Period | $ 76 | 0 | |||
Equity Investment, Amount | $ 17 | 35 | |||
Number Of Operating Segments | Segment | 2 | ||||
Number Of Market | Integer | 2 | ||||
No Loss Allocated To Participating Securities | $ 0 | ||||
Cash and Cash Equivalents | 56,791 | 26,316 | 15,556 | $ 26,043 | |
Short term Deposits, Value | 117,568 | 35,254 | |||
Accounting Standards Update 2016-02 [Member] | Subsequent Event [Member] | |||||
Operating Lease Liability | $ 5,000 | ||||
Selling and Marketing Expense [Member] | |||||
Internal Sales Commissions Recorded In Sales And Marketing Expense | 790 | 412 | $ 509 | ||
Material Rights [Member] | |||||
Deferred Revenue for Material Rights | $ 54 | $ 76 | |||
Greater Than Twelve Month [Member] | |||||
Contractual term of right of use asset | 12 months | ||||
Equal To Or Less Than Twelve Month [Member] | |||||
Contractual term of operating leases | 12 months | ||||
Less Than Twelve Month [Member] | |||||
Contractual term of Short term lease | 12 months | ||||
Maximum [Member] | |||||
Short term deposits, Maturity term | 1 year | ||||
Minimum [Member] | |||||
Short term deposits, Maturity term | 3 months |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Inventory write down | $ 0 | $ 73 | $ 170 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work in process | $ 4,718 | $ 1,400 |
Finished goods | 4,604 | 1,759 |
Inventories | $ 9,322 | $ 3,159 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 1,099 | $ 1,093 | $ 1,038 |
Impairments of property and equipment | $ 0 | $ 0 | $ 0 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary Of Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 8,114 | $ 6,627 | |
Less: accumulated depreciation | (5,373) | (4,274) | |
Property and equipment, net | 2,741 | 2,353 | $ 2,585 |
Electronic and laboratory equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 4,045 | 3,779 | |
Furniture and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 407 | 404 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 657 | 427 | |
Production equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 308 | 181 | |
Computers and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,697 | $ 1,836 |
Other Current Liabilities - Sum
Other Current Liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued vacation | $ 3,464 | $ 2,989 |
Taxes payable | 40 | 37 |
Accrued expenses- related party | 142 | 0 |
Accrued expenses - other | 2,977 | 2,401 |
Other current liabilities | $ 6,623 | $ 5,427 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Summary of the Minimum Future Rental Payments Applicable to Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,821 |
2023 | 348 |
2024 | 30 |
Total | $ 2,199 |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Additional Information (Detail) | Aug. 09, 2020m² | Jul. 15, 2015 | Dec. 31, 2021USD ($)m² | Dec. 31, 2020USD ($)m² | Dec. 31, 2019USD ($) |
Operating leases, Future minimum payments due, Next twelve months | $ 1,821,000 | ||||
Operating leases, Future minimum payments, Due in two years | 348,000 | ||||
Operating leases, Future minimum payments, Due in three years | 30,000 | ||||
Operating leases, Rent expense | 2,670,000 | $ 2,527,000 | $ 2,368,000 | ||
Additional royalty per chip | 0.1 | ||||
Total value of open purchase orders | 50,591,000 | 12,417,000 | |||
Purchase obligation | 6,563,000 | 3,614,000 | |||
Indemnification Agreement [Member] | |||||
Guarantor obligations, Current carrying value | 0 | 0 | |||
Research and Development Arrangement [Member] | |||||
Contractual obligation | 0 | ||||
Cost of Sales [Member] | |||||
Royalty expense | $ 844,000 | $ 711,000 | 389,000 | ||
Research and Development Expense [Member] | |||||
Repayment of liability for the received grant | $ 2,028,000 | ||||
Minimum [Member] | |||||
Percentage of net revenues per chip paid as royalty | 1.00% | ||||
Maximum [Member] | |||||
Percentage of net revenues per chip paid as royalty | 3.50% | ||||
Future Extension Periods [Member] | |||||
Operating leases, Future minimum payments due, Next twelve months | $ 10,000 | ||||
Operating leases, Future minimum payments, Due in two years | 1,457,000 | ||||
Operating leases, Future minimum payments, Due in three years | 1,689,000 | ||||
Operating leases, Future minimum payments, Due in four years | $ 281,000 | ||||
Vehicles [Member] | |||||
Lessee, Operating lease, Term of contract | 3 years | ||||
Office Building [Member] | |||||
Net rentable area | m² | 5,500 | 5,500 | 6,295 | ||
Lessee, Operating lease, Expiration period | 2023-02 | ||||
Lessee, Operating lease, Amended lease terms | According to that amendment, the lease term started on March 1, 2021 and will last through February 28, 2023 | ||||
Lessee, Operating lease, Option to extend | This amendment also provides the Company with an option to extend the lease period by additional two years until February 28, 2025 | ||||
Lessee, Operating lease, Option to extend, End date | Feb. 28, 2025 | ||||
Office Building [Member] | Before Extension [Member] | |||||
Lessee, Operating lease, Expiration period | 2021-02 | ||||
Office Building [Member] | Other Noncurrent Assets [Member] | |||||
Security deposit, Non current | $ 433,000 | $ 336,000 |
Warrants Liability - Summary of
Warrants Liability - Summary of Fair Value Of The Warrants (Detail) - Fair Value, Inputs, Level 3 [Member] - Warrant [Member] | Dec. 31, 2021 | Dec. 31, 2020 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.2128 | 3.97 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.40171 | 0.40171 |
Expected term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.13 | 0.13 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 45.85 | 48.15 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 1.59 | |
Risk-free interest rate | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.1 | |
Risk-free interest rate | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.17 | |
Expected dividend rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Warrants Liability - Summary _2
Warrants Liability - Summary of the Changes in the Fair Value of the Warrants Liability (Detail) - Derivative Financial Instruments, Liabilities [Member] - Warrant [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of year | $ 568 | $ 459 | $ 459 |
Exercise of warrants | (568) | ||
Changes in fair value | 109 | ||
Balance at end of year | $ 568 | $ 459 |
Warrants Liability - Additional
Warrants Liability - Additional information (Detail) - Series B1 Redeemable Convertible Preferred Stock Warrants [Member] | Feb. 16, 2011$ / sharesshares |
Class of warrant or right, Date from which warrants or rights exercisable | Feb. 16, 2021 |
Class of warrant or right, Annual anniversary following the closing of an IPO from which warrants or rights exercisable | 5 years |
Series B1 Redeemable Convertible Preferred Stock [Member] | |
Class of warrant or right, Number of securities called by warrants or rights | shares | 161,808 |
Temporary equity par or stated value per share | $ / shares | $ 0.01 |
Class of warrant or right, Exercise price of warrants or rights | $ / shares | $ 0.40171 |
Class of warrant or right, Warrants exercised during period | shares | 161,808 |
Forfeiture Shares - Summary Of
Forfeiture Shares - Summary Of Fair Value of Forfeited Shares (Detail) - $ / shares | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility range, Minimum | 46.71% | ||
Expected volatility range, Maximum | 50.70% | ||
Risk-free rate range, Minimum | 0.61% | 0.42% | |
Risk-free rate range, Maximum | 1.74% | 1.69% | |
Forfeited Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $ 7.7 | $ 7.7 | |
Expected volatility range, Minimum | 48.77% | ||
Expected volatility range, Maximum | 48.92% | ||
Risk-free rate range, Minimum | 0.91% | ||
Risk-free rate range, Maximum | 1.08% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 4 years | 10 years | 10 years |
Maximum [Member] | Forfeited Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 3 years 9 months | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 3 years | 6 years | 6 years |
Minimum [Member] | Forfeited Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 2 years 9 months |
Forfeiture Shares - Summary o_2
Forfeiture Shares - Summary of Changes In Fair Value Of Forfeited Shares (Detail) - Changes Measurement [Member] - Forfeited Shares [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of year | $ 0 | $ 0 |
Issuance of Forfeiture Shares | 4,485 | 0 |
Changes in fair value | 173 | 0 |
Balance at end of year | $ 4,658 | $ 0 |
Forfeiture Shares - Additional
Forfeiture Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Method Used For Calculating Fair Value , Monte-Carlo Simulation | Monte-Carlo simulation | ||
Fair value Of shares | $ 4,485 | ||
Expected volatility range, Minimum | 46.71% | ||
Expected volatility range, Maximum | 50.70% | ||
Risk-free rate range, Minimum | 0.61% | 0.42% | |
Risk-free rate range, Maximum | 1.74% | 1.69% | |
Monte Carlo simulation [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Stock price per share | $ 7.4 | $ 7.4 | |
Expected volatility range, Minimum | 47.74% | ||
Expected volatility range, Maximum | 50.31% | ||
Risk-free rate range, Minimum | 0.53% | ||
Risk-free rate range, Maximum | 0.76% | ||
Maximum [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Expected Term In years | 4 years | 10 years | 10 years |
Minimum [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Expected Term In years | 3 years | 6 years | 6 years |
PTK Sponsor [Member] | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Number Of Shares Issued With Respect To Forfeiture On Failure Of Targets | 1,006,250 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Shares - Summary Of Right Of Redeemable Convertible Preferred Shares (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | $ 0 | $ 219,037 |
Series A Preferred Stock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | 0 | 34,609 |
SeriesB1PreferredStock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | 0 | 7,613 |
Series B2 Preferred Stock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | 0 | 19,029 |
Series C Preferred Stock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | 0 | 27,586 |
Series D Preferred Stock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | 0 | 77,806 |
Series E Preferred Stock [Member] | ||
Disclosure of REDEEMABLE CONVERTIBLE PREFERRED SHARES [Line Items] | ||
Preferred Stock, Liquidation Preference, Value | $ 0 | $ 52,394 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||
Conversion Rate Of Preferred Shares To Ordinary Shares | $ 1 | $ 1 | |
Redeemable Convertible Preferred Stock Voting Rights | 65 | ||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ 64,578 | ||
Preferred Stock, Dividend Rate, Percentage | 7.00% | ||
Series C Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Convertible, Terms | If the IPO closing price, is less than 1.2 times the then applicable Conversion Price of the Preferred C Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Preferred C Shares into Ordinary Shares) the then applicable Conversion Price of the Preferred C Shares shall be automatically reduced so as to be equal to the IPO Closing Price divided by 1.2. | ||
Series D Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Convertible, Terms | If the IPO closing price, is less than 1.2 times the then applicable Conversion Price of the Series D Preferred Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Series D Preferred Shares into Ordinary Shares) the then applicable Conversion Price of the Series D Preferred Shares shall be automatically reduced so as to be equal to the IPO closing price divided by 1.2. | ||
Series E Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Convertible, Terms | If the IPO closing price, is less than 1.5 times the then applicable Conversion Price of the Series E Preferred Shares, then, immediately prior to closing of such initial public offering (and, for the avoidance of doubt, prior to the conversion of the Series E Preferred Shares into Ordinary Shares) the then applicable Conversion Price of the Series E Preferred Shares shall be automatically reduced so as to be equal to the IPO closing price divided by 1.5. | ||
By vote or written consent [Member] | |||
Class of Stock [Line Items] | |||
Redeemable Convertible Preferred Stock Voting Rights | 70 | ||
Voting together as a single class or by consent of such required majority [Member] | |||
Class of Stock [Line Items] | |||
Redeemable Convertible Preferred Stock Voting Rights | 50 | ||
Qualified IPO [Member] | |||
Class of Stock [Line Items] | |||
Net Proceeds | $ 100 |
Shareholders Equity - Additiona
Shareholders Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Sep. 29, 2021 | |
Number of Shares Purchased Against Each Warrant | 1.5 | 0.5 |
PTK Acquisition Corp [Member] | ||
Number of Shares Purchased Against Each Warrant | 1.5 | |
Price per Common Share per Warrant | $ 11.50 | |
Public Warrants [Member] | ||
Number of Shares Purchased Against Each Warrant | 1.5 | |
Price per Common Share per Warrant | $ 11.50 | |
Number of Public Warrants outstanding | 11,500,000 | |
Total Number of Shares Purchased Against Each Warrant | 5,750,000 | |
Public Warrants [Member] | Warrants and Rights Subject to Mandatory Redemption Share Price Exceeds Eighteen Dollars [Member] | ||
Class of Warrants or Rights Redemption Price Per Warrant | 0.01 | |
Share price | $ 18 | |
Number of Trading Days for Determining the Share Price | 20 days | |
Number of Consecutive Trading Days for Determining the Share Price | 30 days | |
Private Warrants [Member] | ||
Number of Public Warrants outstanding | 6,660,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Share Option Plan (Detail) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options outstanding, Beginning balance | shares | 15,955,892 |
Number of Options, Granted | shares | 1,662,897 |
Number of Options, Exercised | shares | (1,722,880) |
Number of Options, Forfeited | shares | (446,396) |
Number of Options outstanding, Ending balance | shares | 15,449,513 |
Number of Options, exercisable | shares | 11,449,733 |
Weighted- Average Exercise price, Beginning balance | $ / shares | $ 0.71 |
Weighted- Average Exercise price, Granted | $ / shares | 0.90 |
Weighted- Average Exercise price, Exercised | $ / shares | 0.72 |
Weighted- Average Exercise price, Forfeited | $ / shares | 0.84 |
Weighted- Average Exercise price, Ending balance | $ / shares | 0.73 |
Weighted- Average Exercise price, exercisable | $ / shares | $ 0.68 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Share Options Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number outstanding | 15,449,513 | 15,955,892 |
Weighted average exercise price | $ 0.73 | $ 0.71 |
Number of Options, exercisable | 11,449,733 | |
Weighted- Average Exercise price, exercisable | $ 0.68 | |
Aggregate intrinsic value | $ 1 | |
Range Of Exercise Price One [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Lower Range Limit | $ 0.15 | |
Upper Range Limit | $ 0.86 | |
Number outstanding | 15,403,350 | |
Weighted average remaining contractual term | 6 years 1 month 13 days | |
Weighted average exercise price | $ 0.72 | |
Aggregate intrinsic value | $ 107,517 | |
Number of Options, exercisable | 11,416,017 | |
Weighted average remaining contractual term | 5 years 3 months 14 days | |
Weighted- Average Exercise price, exercisable | $ 0.67 | |
Aggregate intrinsic value | $ 80,243 | |
Range Of Exercise Price Two [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Upper Range Limit | $ 1.87 | |
Number outstanding | 5,963 | |
Weighted average remaining contractual term | 9 years 10 days | |
Weighted average exercise price | $ 1.87 | |
Aggregate intrinsic value | $ 35 | |
Range Of Exercise Price Three [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Upper Range Limit | $ 2.10 | |
Number outstanding | 33,126 | |
Weighted average remaining contractual term | 2 years 8 months 8 days | |
Weighted average exercise price | $ 2.10 | |
Aggregate intrinsic value | $ 186 | |
Number of Options, exercisable | 33,126 | |
Weighted average remaining contractual term | 2 years 8 months 8 days | |
Weighted- Average Exercise price, exercisable | $ 2.10 | |
Aggregate intrinsic value | $ 186 | |
Range Of Exercise Price Four [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Upper Range Limit | $ 9.07 | |
Number outstanding | 7,074 | |
Weighted average remaining contractual term | 9 years 11 months 12 days | |
Weighted average exercise price | $ 9.07 | |
Number of Options, exercisable | 590 | |
Weighted average remaining contractual term | 9 years 11 months 12 days | |
Weighted- Average Exercise price, exercisable | $ 9.07 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Options Granted Estimate the Fair Value of Stock-Based Compensation Award (Detail) | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected volatility range, Minimum | 46.71% | ||
Expected volatility range, Maximum | 50.70% | ||
Expected volatility | 48.15% | ||
Expected dividend rate | 0.00% | 0.00% | |
Risk-free rate range, Minimum | 0.61% | 0.42% | |
Risk-free rate range, Maximum | 1.74% | 1.69% | |
Minimum [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term | 3 years | 6 years | 6 years |
Maximum [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term | 4 years | 10 years | 10 years |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Stock Options Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation -Stock Options | $ 9,823 | $ 5,329 | $ 2,864 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation -Stock Options | 158 | 178 | 180 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation -Stock Options | 1,684 | 1,267 | 1,266 |
Selling, general and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation -Stock Options | $ 7,981 | $ 3,884 | $ 1,418 |
Stock-based Compensation - Su_5
Stock-based Compensation - Summary of the RSU's (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options outstanding, Beginning balance | 0 |
Number of Options, Granted | 133,384 |
Number of Options, Exercised | 0 |
Number of Options, Forfeited | 0 |
Number of Options outstanding, Ending balance | 133,384 |
Number of Options, exercisable | 616 |
Weighted-Average Grant Date Fair Value, Beginning balance | $ / shares | $ 0 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | $ 7.89 |
Weighted-Average Grant Date Fair Value, Exercised | 0 |
Weighted-Average Grant Date Fair Value, Exercised | $ / shares | $ 0 |
Weighted-Average Grant Date Fair Value, Ending balance | $ / shares | 7.89 |
Weighted-Average Grant Date Fair Value, Exercisable | $ / shares | $ 7.89 |
Stock-based Compensation - Su_6
Stock-based Compensation - Summary of Share-based Payment Arrangement, Restricted Stock Units Exercise Price Range (Detail) - Restricted Stock Units (RSUs) [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options By Exercise Price Range [Line Items] | ||
Outstanding, Number outstanding | 133,384 | 0 |
Outstanding, Weighted average exercise price | $ 7.89 | $ 0 |
Exercisable, Number Exercisable | 616 | |
Exercisable, Weighted Average exercise price | $ 7.89 | |
Range Of Exercise Price One [Member] | ||
Schedule Of Share Based Compensation Shares Authorized Under Equity Instruments Other Than Options By Exercise Price Range [Line Items] | ||
Outstanding, Range Of Exercise Prices | $ 7.89 | |
Outstanding, Number outstanding | 133,384 | |
Outstanding, Weighted average remaining contractual term | 9 years 11 months 15 days | |
Outstanding, Weighted average exercise price | $ 7.89 | |
Outstanding, Aggregate intrinsic value | $ 76 | |
Exercisable, Number Exercisable | 616 | |
Exercisable, Weighted average remaining contractual term | 9 years 11 months 15 days | |
Exercisable, Weighted Average exercise price | $ 7.89 |
Stock-based Compensation - Su_7
Stock-based Compensation - Summary of Share-based Payment Arrangement, Restricted Stock Units Exercise Price Range (Parenthetical) (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Share-based Payment Arrangement [Abstract] | |
Aggregate intrinsic value | $ 1 |
Stock-based Compensation - Su_8
Stock-based Compensation - Summary of Classification of RSU's Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation-RSUs | $ 9,869 | $ 5,329 | $ 2,864 |
Cost of revenue [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation-RSUs | 6 | ||
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation-RSUs | 22 | ||
Selling, general and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation-RSUs | 18 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation-RSUs | $ 46 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Sep. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)Quartersshares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 1,662,897 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award equity instruments granted | 133,384 | |||
Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ | $ 914,000 | |||
Cost Expected to be Expensed, Weighted Average Period | 3 years 9 months 18 days | |||
Restricted Stock Units (RSUs) [Member] | Related Parties [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award equity instruments granted | 7,398 | 0 | 0 | |
Share-based Payment Arrangement, Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 814,272 | |||
Unrecognized Compensation Costs | $ | $ 13,853,000 | |||
Cost Expected to be Expensed, Weighted Average Period | 2 years 8 months 12 days | |||
Share-based Payment Arrangement, Option [Member] | Merger and Acquisition Transaction [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized Compensation Costs | $ | $ 7,281,000 | |||
Cost Expected to be Expensed, Weighted Average Period | 2 years 3 months 18 days | |||
Number Of Outstanding Options Unvested | 2,300,980 | |||
Share-based Payment Arrangement, Option [Member] | Related Parties [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options, Granted | 321,777 | 3,347,705 | 1,003,185 | |
Share-based Payment Arrangement, Option [Member] | General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Accelerated Cost | $ | $ 3,396,000 | |||
Valens Semiconductor Ltd. 2021 Share Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based Payment Award, Expiration Period | 10 years | |||
Sharebased Payment Award, Vesting Rights Percentage | 25.00% | |||
Share based Payment Award, Vesting Rights Remaining Spread In Quarters | Quarters | 12 | |||
Common stock capital shares reserved for future issuance additions | 8,370,000 | 2,318,860 | ||
Ordinary Shares, Reserved For Issuance | 28,383,788 | 20,013,788 |
Financial Income Net - Summary
Financial Income Net - Summary Of Finance Income Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finance Income Net [Abstract] | |||
Foreign currency exchange differences | $ 1,295 | $ 2,592 | $ 378 |
Issuance costs attributed to Forfeiture Shares | (473) | ||
Interest income | 311 | 849 | 2,174 |
Change in fair value of Warrant liability | (109) | ||
Change in fair value of Forfeiture shares | (173) | ||
Other | (31) | (32) | (109) |
Total financial income, net | $ 929 | $ 3,300 | $ 2,443 |
Net Income (loss) Per Ordinar_3
Net Income (loss) Per Ordinary Shares - Summary of Basic And Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic net loss per Ordinary Share | |||
Net loss from continuing operations | $ (26,534) | $ (19,635) | $ (25,934) |
Numerator for basic and diluted net loss per common share net loss attributable to common stockholders | $ (37,864) | $ (33,965) | $ (39,325) |
Denominator for basic and dilutive net loss per common share- adjusted weighted-average share | 33,031,205 | 10,448,218 | 9,522,608 |
Basic and dilutive net loss per common share | $ (1.15) | $ (3.25) | $ (4.13) |
Series E Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | $ (2,710) | $ (3,428) | $ (3,203) |
Series D Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | (4,023) | (5,090) | (4,757) |
Series C Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | (1,426) | (1,805) | (1,687) |
Series B-2 Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | (985) | (1,245) | (1,163) |
Series B-1 Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | (394) | (498) | (465) |
Series A Redeemable Preferred Stock [Member] | |||
Basic net loss per Ordinary Share | |||
Redeemable Preferred Stock Dividends | $ (1,792) | $ (2,264) | $ (2,116) |
Net Income (loss) Per Ordinar_4
Net Income (loss) Per Ordinary Shares - Summary of Weighted Average Ordinary Shares of Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A 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 | 32,901,384 | 32,901,384 |
Series B-1 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 | 9,957,400 | 9,957,400 |
Series B-2 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 | 18,670,270 | 18,670,270 |
Series C 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 | 9,424,938 | 9,424,938 |
Series D 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 | 19,313,646 | 19,313,646 |
Series E 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 | 11,080,674 | 11,080,674 |
Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,028,893 | 15,257,902 | 14,157,546 |
Warrant Liability [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 41,351 | 161,808 | 161,808 |
Public Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,683,500 | ||
Private Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,906,944 | ||
Forfeilture Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 508,715 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 23.00% | 23.00% | 23.00% |
Deferrred tax asset valuation allowance | $ (31,892) | $ (22,297) | |
Change in valuation allowance | $ (9,595) | (4,500) | $ (7,931) |
Israel Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 23.00% | ||
Operating Loss Carryforwards | $ 88,000 | $ 85,000 | $ 65,000 |
Internal Revenue Service (IRS) [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 21.00% | ||
California Franchise Tax Board [Member] | Valens Semiconductor Inc [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable state tax rate | 8.84% | ||
California Franchise Tax Board [Member] | Valens Merger Sub, Inc [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable state tax rate | 8.84% | ||
Operating Loss Carryforwards | $ 5,000 | ||
Operating Loss Carryforwards, Limitations on Use | carry forward loss is subject to the 382 limitation and has no expiration date | ||
Texas State Tax Authority [Member] | Valens Semiconductor Inc [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable state tax rate | 0.75% | ||
National Tax Agency, Japan [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 36.00% | ||
Federal Ministry of Finance, Germany [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 30.00% | ||
State Administration of Taxation, China [Member] | |||
Income Tax Disclosure [Line Items] | |||
Applicable statutory tax rate | 5.00% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income loss Before Income Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ (26,549) | $ (19,935) | $ (26,083) |
Foreign | 412 | 447 | 542 |
Loss before income taxes | $ (26,137) | $ (19,488) | $ (25,541) |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current and Deferred Portions of Income Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic (Israel) | $ 306 | $ 97 | $ 281 |
Foreign | 101 | 67 | 133 |
Income tax expenses | $ 407 | $ 164 | $ 414 |
Income Taxes - Summary of Taxes
Income Taxes - Summary of Taxes on Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Domestic | $ 0 | $ 0 | $ 0 |
Foreign | 40 | 37 | 25 |
Total | 40 | 37 | 25 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Domestic | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total | 0 | 0 | 0 |
Provision for income taxes | $ 40 | $ 37 | $ 225 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Theoretical Income Tax Expense to Actual Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Loss before taxes on income and before Equity in earnings of investee | $ (26,137) | $ (19,488) | $ (25,541) |
Statutory tax rate in Israel | 23.00% | 23.00% | 23.00% |
Theoretical tax benefit | $ (6,011) | $ (4,482) | $ (5,874) |
Increase (decrease) in taxes resulting from [Abstract] | |||
Effect of different tax rates applicable in foreign jurisdictions | 1 | 4 | 5 |
Operating losses and other temporary differences for which valuation allowance was provided | 3,773 | 3,224 | 5,203 |
Permanent differences | 2,338 | 1,321 | 799 |
Tax prepayment | 306 | 97 | 281 |
Income tax expenses | $ 407 | $ 164 | $ 414 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Tax loss carryforwards | $ 21,221 | $ 19,477 |
Research and development | 7,526 | 2,124 |
Issuance costs | 2,338 | |
Employee and payroll accrued expenses | 763 | 654 |
Other | 44 | 42 |
Total deferred tax assets | 31,892 | 22,297 |
Less valuation allowance for deferred tax assets | (31,892) | (22,297) |
Deferred tax assets | $ 0 | $ 0 |
Segment and Revenue by Geogra_3
Segment and Revenue by Geography and by Major Customer - Summary of Segment Reporting Information, by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 70,684 | $ 56,910 | $ 60,041 |
Gross profit (Loss) | 50,579 | 43,478 | 47,456 |
Research and development expenses | (46,875) | (44,725) | (52,704) |
Sales and marketing expenses | (14,214) | (13,657) | (17,616) |
General and administrative expenses | (16,556) | (7,884) | (5,120) |
Segment operating profit (loss) | (27,066) | (22,788) | (27,984) |
Financial income, net | 929 | 3,300 | 2,443 |
Loss before taxes on income | (26,544) | (19,652) | (25,955) |
Depreciation expenses | 1,099 | 1,093 | 1,038 |
consolidated [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 70,684 | 56,910 | 60,041 |
Gross profit (Loss) | 50,579 | 43,478 | 47,456 |
Research and development expenses | 46,875 | 44,725 | 52,704 |
Sales and marketing expenses | 14,214 | 13,657 | 17,616 |
General and administrative expenses | 16,556 | 7,884 | 5,120 |
Segment operating profit (loss) | (27,066) | (22,788) | (27,984) |
Financial income, net | 929 | 3,300 | 2,443 |
Loss before taxes on income | (26,137) | (19,488) | (25,541) |
Depreciation expenses | 1,099 | 1,093 | 1,038 |
Audio Video [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 62,801 | 54,843 | 59,053 |
Gross profit (Loss) | 48,909 | 43,609 | 47,699 |
Research and development expenses | 14,054 | 13,116 | 20,257 |
Sales and marketing expenses | 6,944 | 6,625 | 8,046 |
General and administrative expenses | 8,322 | 4,064 | 2,569 |
Segment operating profit (loss) | 19,589 | 19,804 | 16,827 |
Depreciation expenses | 371 | 419 | 505 |
Automotive [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 7,883 | 2,067 | 988 |
Gross profit (Loss) | 1,670 | (131) | (243) |
Research and development expenses | 32,821 | 31,609 | 32,447 |
Sales and marketing expenses | 7,270 | 7,032 | 9,570 |
General and administrative expenses | 8,234 | 3,820 | 2,551 |
Segment operating profit (loss) | (46,655) | (42,592) | (44,811) |
Depreciation expenses | $ 728 | $ 674 | $ 533 |
Segment and Revenue by Geogra_4
Segment and Revenue by Geography and by Major Customer - Summary of Geographic Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | $ 70,684 | $ 56,910 | $ 60,041 |
Israel | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 1,670 | 1,028 | 1,470 |
China | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 15,574 | 11,989 | 7,268 |
Hong Kong | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 13,964 | 9,780 | 11,267 |
United States | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 10,842 | 7,969 | 12,189 |
Mexico | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 2,381 | 7,708 | 9,065 |
Japan | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | 7,669 | 6,802 | 8,895 |
Other | |||
Geographic Areas Revenues From External Customers [Line Items] | |||
Revenues | $ 18,584 | $ 11,634 | $ 9,887 |
Segment and Revenue by Geogra_5
Segment and Revenue by Geography and by Major Customer - Summary of Supplemental data - Major Customers (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue Benchmark [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 36.00% | |
Revenue Benchmark [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 16.00% | 20.00% | |
Revenue Benchmark [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 0.00% | 14.00% | |
Revenue Benchmark [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 12.00% | 3.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 9.00% | 10.00% | 12.00% |
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 17.00% | 18.00% |
Accounts Receivable [Member] | Customer D [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | 12.00% | 14.00% |
Segment and Revenue by Geogra_6
Segment and Revenue by Geography and by Major Customer - Summary of Property and Equipment by Geography (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | $ 2,741 | $ 2,353 | $ 2,585 |
Domestic (Israel) | |||
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | 2,259 | 1,543 | 1,939 |
Taiwan | |||
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | 199 | 344 | 349 |
China | |||
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | 210 | 312 | |
USA | |||
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | $ 73 | 151 | 290 |
Other | |||
Geographic Areas Long Lived Assets [Line Items] | |||
Property, Plant and Equipment, Net | $ 3 | $ 7 |
Segment and Revenue by Geogra_7
Segment and Revenue by Geography and by Major Customer - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021segments | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Share-based compensation arrangement by share-based payment award options grants in period gross | 1,662,897 | |||
Share-based compensation arrangement by share-based payment award options grants in period Weighted average exercise price | $ 0.90 | |||
Meger Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Related Parties | $ 142 | $ 0 | ||
Share-based Payment Arrangement, Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, accelerated vesting, number | 814,272 | |||
Non Executive Officers and Board Members [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based compensation arrangement by share-based payment award options grants in period gross | 321,777 | 3,347,705 | 1,089,195 | |
Share-based compensation arrangement by share-based payment award options grants in period Weighted average exercise price | $ 1.04 | $ 0.86 | $ 0.86 | |
Share Based Compensation Arrangement by Share Based Payment Award Options Granted in Period Fair Value | $ 1,266 | |||
Non Executive Officers and Board Members [Member] | Share-based Payment Arrangement, Option [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Nonvested award cost not yet recognized period for recognition | 3 years | |||
Non Executive Officers and Board Members [Member] | Share-based Payment Arrangement, Option [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Nonvested award cost not yet recognized period for recognition | 4 years | |||
Board Members [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based compensation arrangement by share-based payment award non option equity instruments granted | 7,398 | |||
Nonvested award cost not yet recognized period for recognition | 3 years | |||
dummy | $ 55 | |||
Executive [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued Bonuses | 179 | $ 92 | ||
Executive [Member] | Cash Bonus [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 1,545 | |||
Executive [Member] | Share-based Payment Arrangement, Option [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, accelerated vesting, number | 814,272 | |||
Share-based Payment Arrangement, Accelerated Cost | $ 3,396 | |||
Executive or Member of Board of Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Term Of Employment | 5 years | |||
Term Of Employment Ending Month Year | 2025-01 |