VALENS SEMICONDUCTOR LTD., 20-F filed on 2/25/2026
Annual and Transition Report (foreign private issuer)
v3.25.4
Cover
 12 Months Ended
Dec. 31, 2025
shares
Document Information [Line Items]  
Document Type 20-F
Document Registration Statement false
Document Annual Report true
Document Transition Report false
Document Financial Statement Error Correction [Flag] false
Document Shell Company Report false
Entity Interactive Data Current Yes
Document Accounting Standard U.S. GAAP
ICFR Auditor Attestation Flag false
Amendment Flag false
Document Period End Date Dec. 31, 2025
Document Fiscal Year Focus 2025
Document Fiscal Period Focus FY
Entity Information [Line Items]  
Entity Registrant Name Valens Semiconductor Ltd.
Entity Central Index Key 0001863006
Entity File Number 001-40842
Entity Incorporation, State or Country Code L3
Current Fiscal Year End Date --12-31
Entity Well-known Seasoned Issuer No
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Shell Company false
Entity Filer Category Accelerated Filer
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Contact Personnel [Line Items]  
Entity Address, Address Line One 8 Hanagar St. POB 7152
Entity Address, City or Town Hod Hasharon
Entity Address, Country IL
Entity Address, Postal Zip Code 4501309
Entity Listings [Line Items]  
Entity Common Stock, Shares Outstanding 103,050,266
Ordinary shares, no par value  
Entity Listings [Line Items]  
Title of 12(b) Security Ordinary shares, no par value
Trading Symbol VLN
Security Exchange Name NYSE
Warrants to purchase ordinary shares  
Entity Listings [Line Items]  
Title of 12(b) Security Warrants to purchase ordinary shares
Trading Symbol VLNW
Security Exchange Name NYSE
Business Contact [Member]  
Entity Contact Personnel [Line Items]  
Contact Personnel Name Guy Nathanzon
Entity Address, Address Line One 8 Hanagar St. POB 7152
Entity Address, City or Town Hod Hasharon
Entity Address, Country IL
Entity Address, Postal Zip Code 4501309
Entity Phone Fax Numbers [Line Items]  
City Area Code +972
Local Phone Number (9) 762-6900
v3.25.4
Audit Information
 12 Months Ended
Dec. 31, 2025
Auditor [Table]  
Auditor Name Kesselman & Kesselman
Auditor Firm ID 1309
Auditor Location Tel-Aviv, Israel
Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Valens Semiconductor Ltd. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
v3.25.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
CURRENT ASSETS:    
Cash and cash equivalents $ 27,863 $ 35,423
Short-term deposits 64,733 95,532
Restricted short-term deposit 1,132 1,138
Trade accounts receivable 9,971 7,751
Prepaid expenses and other current assets 4,842 3,904
Inventories 10,117 10,155
TOTAL CURRENT ASSETS 118,658 153,903
LONG-TERM ASSETS:    
Property and equipment, net 2,901 3,555
Operating lease right-of-use assets 6,901 7,458
Intangible assets 3,762 4,702
Goodwill 1,847 1,847
Other assets 632 687
TOTAL LONG-TERM ASSETS 16,043 18,249
TOTAL ASSETS 134,701 172,152
CURRENT LIABILITIES:    
Trade accounts payable 4,698 6,003
Accrued compensation 7,298 4,964
Earnout liability 282
Current maturities of operating leases liabilities 1,526 975
Other current liabilities 9,130 8,384
TOTAL CURRENT LIABILITIES 22,934 20,326
LONG-TERM LIABILITIES:    
Forfeiture Shares, no par value: 0 and 359,375 shares authorized, issued and outstanding as of December 31, 2025 and 2024 1
Non-current operating leases liabilities 6,717 6,645
Earnout liability 2,413
Other long-term liabilities 67 79
TOTAL LONG-TERM LIABILITIES 6,784 9,138
COMMITMENTS AND CONTINGENT LIABILITIES
TOTAL LIABILITIES 29,718 29,464
SHAREHOLDERS’ EQUITY:    
Ordinary shares, no par value: 700,000,000 shares authorized as of December 31, 2025 and 2024; 106,352,460 and 107,614,972 shares issued and 103,050,266 and 106,342,415 shares outstanding as of December 31, 2025 and 2024, respectively (excluding 0 and 359,375 Ordinary shares subject to forfeiture) 49 49
Treasury shares at cost: 3,302,194 and 625,682 shares as of December 31, 2025 and 2024, respectively (10,006) (1,613)
Additional paid-in capital 360,013 357,570
Accumulated other comprehensive income 429 601
Accumulated deficit (245,502) (213,919)
TOTAL SHAREHOLDERS’ EQUITY 104,983 142,688
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 134,701 $ 172,152
v3.25.4
Consolidated Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Forfeiture shares, par value (in Dollars per share)
Forfeiture shares, authorized (in Shares) 0 359,375
Forfeiture shares, issued (in Shares) 0 359,375
Forfeiture shares, outstanding (in Shares) 0 359,375
Ordinary shares, par value (in Dollars per share)
Ordinary shares, shares authorized (in Shares) 700,000,000 700,000,000
Ordinary shares, shares issued (in Shares) 106,352,460 107,614,972
Ordinary shares, shares outstanding (in Shares) 103,050,266 106,342,415
Treasury shares at cost (in Shares) 3,302,194 625,682
v3.25.4
Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Statement [Abstract]      
REVENUES $ 70,625 $ 57,859 $ 84,161
COST OF REVENUES (26,540) (23,582) (31,569)
GROSS PROFIT 44,085 34,277 52,592
OPERATING EXPENSES:      
Research and development expenses (42,655) (40,475) (48,171)
Sales and marketing expenses (21,390) (18,302) (17,314)
General and administrative expenses (14,264) (16,465) (14,024)
Change in earnout liability 169 (377)
TOTAL OPERATING EXPENSES (78,140) (75,619) (79,509)
OPERATING LOSS (34,055) (41,342) (26,917)
Change in fair value of Forfeiture Shares 1 37 1,713
Financial income, net 2,620 4,795 5,637
LOSS BEFORE INCOME TAXES (31,434) (36,510) (19,567)
INCOME TAXES (158) (96) (112)
LOSS AFTER INCOME TAXES (31,592) (36,606) (19,679)
Equity in earnings of investee 9 23 18
NET LOSS $ (31,583) $ (36,583) $ (19,661)
Basic net loss per Ordinary Share (in Dollars per share) $ (0.31) $ (0.35) $ (0.19)
Diluted net loss per ordinary share (in Dollars per share) $ (0.31) $ (0.35) $ (0.19)
Weighted average number of shares and vested RSUs used in computing net loss per Ordinary Share (in Shares) 103,142,173 105,477,191 101,985,939
Change in unrealized gain (loss) on cash flow hedges $ (172) $ 601
TOTAL COMPREHENSIVE LOSS $ (31,755) $ (35,982) $ (19,661)
v3.25.4
Consolidated Statements of Changes in Shareholders’ Equity - USD ($)
$ in Thousands
Ordinary Shares
Additional paid-in capital
Treasury Shares
Accumulated other comprehensive income
Accumulated deficit
Total
Balance at Dec. 31, 2022 $ 49 $ 325,067   $ (157,675) $ 167,441
Balance (in Shares) at Dec. 31, 2022 98,876,266 [1]        
CHANGE DURING 2023:            
Exercise of options and vesting of RSUs 1,498   1,498
Exercise of options and vesting of RSUs (in Shares) 4,278,130          
Stock-based compensation 15,026   15,026
Net loss   (19,661) (19,661)
Balance at Dec. 31, 2023 $ 49 341,591   (177,336) 164,304
Balance (in Shares) at Dec. 31, 2023 103,154,396 [1]        
CHANGE DURING 2023:            
Exercise of options and vesting of RSUs 861   861
Exercise of options and vesting of RSUs (in Shares) 3,813,701          
Repurchase of Ordinary Shares   (1,613)
Repurchase of Ordinary Shares (in Shares) (625,682)   (1,613)      
Stock-based compensation 15,118   15,118
Net loss   (36,583) (36,583)
Change in unrealized gain (loss) on cash flow hedges   601 601
Balance at Dec. 31, 2024 $ 49 357,570   601 (213,919) $ 142,688
Balance (in Shares) at Dec. 31, 2024 106,342,415 [2]   (1,613)     106,342,415
CHANGE DURING 2023:            
Exercise of options and vesting of RSUs 903   $ 903
Exercise of options and vesting of RSUs (in Shares) 5,535,588         1,262,732
Repurchase of Ordinary Shares   $ (23,393)
Repurchase of Ordinary Shares (in Shares) (8,827,737)   (23,393)      
Retirement of treasury shares (15,000)  
Retirement of treasury shares (in Shares)     15,000      
Stock-based compensation 16,540   16,540
Net loss   (31,583) (31,583)
Change in unrealized gain (loss) on cash flow hedges   (172) (172)
Balance at Dec. 31, 2025 $ 49 $ 360,013   $ 429 $ (245,502) $ 104,983
Balance (in Shares) at Dec. 31, 2025 103,050,266   (10,006)     103,050,266
[1] Excluding 1,006,250 Forfeiture Shares
[2] Excluding 359,375 Forfeiture Shares
v3.25.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (31,583) $ (36,583) $ (19,661)
Income and expense items not involving cash flows:      
Depreciation and amortization 2,980 2,546 1,632
Stock-based compensation 16,540 15,118 15,026
Exchange rate differences 818 660 945
Realized and unrealized losses on non-designated derivative instruments 651 609
Interest in short-term deposits 1,168 244 (848)
Change in fair value of Forfeiture Shares (1) (37) (1,713)
Change in fair value of earnout liability (169) 377
Reduction in the carrying amount of ROU assets 1,219 1,500 1,874
Equity in earnings of investee, net of dividend received 17 17 1
Changes in operating assets and liabilities, net of effects of businesses acquired:      
Trade accounts receivable (2,245) 7,185 (3,166)
Prepaid expenses and other current assets (1,053) 991 489
Inventories (178) 6,178 9,980
Other long-term assets 50 12 (174)
Trade accounts payable (1,534) 594 (6,374)
Accrued compensation 1,667 839 (1,949)
Other current liabilities (7) 2,063 (864)
Change in operating lease liabilities (1,046) (1,278) (1,598)
Other long-term liabilities (12) (16) 41
Net cash provided by (used in) operating activities (12,718) 1,019 (6,359)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Investment in short-term deposits (105,555) (141,541) (206,024)
Maturities of short-term deposits 135,973 170,113 208,561
Purchase of property and equipment (1,070) (1,867) (1,185)
Investment in a restricted short-term deposit (1,120)
Derivative instruments of non-designated hedges (1,320) (4)
Cash paid for business combination, net of cash acquired (note 3) (7,800)
Net cash provided by investing activities 28,028 17,781 1,352
CASH FLOWS FROM FINANCING ACTIVITIES:      
Repurchase of Ordinary Shares (23,990) (1,016)
Exercise of stock options 903 861 1,498
Net cash provided by (used in) financing activities- (23,087) (155) 1,498
Effect of exchange rate changes on cash and cash equivalents 217 (483) 746
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (7,560) 18,162 (2,763)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 35,423 17,261 20,024
CASH AND CASH EQUIVALENTS AT END OF YEAR 27,863 35,423 17,261
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:      
Trade accounts payable on account on property and equipment 100 569 611
Repurchase of Ordinary Shares 597
Fair value of earnout liability assumed in business combination 2,036
Operating lease liabilities arising from obtaining operating right-of-use assets and lease modification $ 673 $ 6,094 $ 398
v3.25.4
General
 12 Months Ended
Dec. 31, 2025
General [Abstract]  
GENERAL

NOTE 1 - GENERAL:

 

a.Valens Semiconductor Ltd. (hereafter “Valens”, and together with its wholly owned subsidiaries, the “Company”), was incorporated in Israel in 2006.

 

Valens is a leading provider of semiconductor products (chips), operates in the Audio-Video, industrial, machine vision, medical (all referred to as the “CIB”) and Automotive industries, renowned for its Physical Layer (PHY) technologies, enabling resilient high-speed connectivity over simple, low-cost infrastructure. Valens is the inventor of the HDBaseT Technology, which enables the converged delivery of ultra-high-definition digital video and audio, Ethernet, control signals, USB and power through a single cable. In the audio-video space, Valens’ HDBaseT technology enables plug-and-play digital connectivity between ultra-HD video sources and remote displays. In the automotive domain, Valens’ product offering includes both symmetric and asymmetric connectivity solutions for high bandwidth transmission of native interfaces over single low-cost wires and connectors. Valens’ advanced PHY technologies for the auto industry provides the safety and resilience required to handle the noisy automotive environment, addressing the needs of Advanced driver-assistance systems (ADAS), Automotive Data Solutions (ADS), infotainment, telematics and backbone connectivity.

 

On September 29, 2021 (the “Merger Closing Date”), the Company consummated a merger transaction (referred to as the “Merger Agreement Closing”), by and among the Company, PTK Acquisition Corp., a special purpose acquisition company 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 of September 30, 2021, the Company’s shares and warrants began trading on the New York Stock Exchange under the Symbols “VLN” and “VLNW”.

 

b.In March 2010, the Company incorporated, together with Samsung Electronics, LG Electronics and Sony Pictures Technologies Inc., the HDBaseT Licensing LLC (the “LLC’) in Oregon, USA. The Company holds 25% of interest in the LLC. The LLC’s purposes are (i) to hold, obtain, license and/or acquire rights to certain intellectual property associated with or connected to or related to technical specifications developed by the HDBaseT Alliance, an Oregon nonprofit mutual benefit corporation (hereafter the “Alliance”), to enter into licensing arrangements for such intellectual property as required by the intellectual property rights policy of the Alliance; and (ii) to engage in any other lawful act or activity for which limited liability companies may be formed under the Act, and to do all things incidental to such purposes.

 

c.As of December 31, 2025, and 2024, 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. During 2024 the Company acquired Acroname Inc., a US company specializing in advanced automation and control technologies (refer to note 3).
v3.25.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

a.Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

b.Use of estimates in preparation of financial statements

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances.

 

On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards, estimated useful lives of intangible assets, the valuation of earnout liability, goodwill impairment valuation. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

 

c.Principles of consolidation

 

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements.

 

d.Functional Currency

 

The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive income as part of “financial income, net”.

 

e.Cash and cash equivalents

 

Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase.

 

f.Restricted short-term deposit

 

Restricted short-term bank deposit is an amount related to a bank guarantee in connection with hedging activity. Such a deposit is stated at cost including accrued interest, which approximates market value. As of December 31, 2025, the restricted short-term deposit is a deposit for a period of six months.

g.Short-term deposits

 

Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2025, and 2024, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 4.3% and 5.0%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest.

 

h.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, restricted short-term deposit, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability, earnout liability and derivative instruments. Other than the Forfeiture Shares liability, the earnout liability and the derivative instruments (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 derivative instruments are measured at fair value within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments (refer to note 12).

 

The Company’s financial instruments, which are considered as a Level 3 measurement, are Forfeiture Shares liability (refer to note 9) and earnout liability (refer to note 10).

 

i.Accounts Receivable, net

 

Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. 

 

The Company estimates Current Expected Credit Losses (“CECL”) on accounts receivable at inception for estimated credit losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable based on current conditions as of the balance sheet date. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses and economic and market conditions.

 

The Company elected to apply the practical expedient provided in ASU 2025-05. In accordance with ASU 2025-05, the Company assumes that current conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses on current trade receivables and contract assets.

 

As of December 31, 2025 and December 31, 2024, the credit loss allowance for trade accounts receivable was not material. For each of the years presented, the charge-offs and recoveries in relation to the credit losses were not material.

j.Inventories

 

Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped unless incurred in the same fiscal period.

 

k.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  10-33 
Furniture and office equipment  7 
Production equipment  20-50 

 

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.

 

l.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, 2025, 2024 and 2023, the Company did not recognize an impairment loss on its long-lived assets.

 

m.Severance Pay

 

The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month’s salary for each year of employment, or a portion thereof.

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.

 

In addition, the Company’s employees in other jurisdictions are entitled to certain pension plans and related severance payments in accordance with local laws and practices.

 

n.Treasury shares

 

Treasury shares are presented as a reduction of shareholders’ equity, at their cost to the Company. The Treasury shares are not entitled to any rights, such as voting rights and distributions. The Treasury shares were purchased in the open market.

 

o.Share retirement

 

Retired shares are equivalent to authorized, unissued shares and are no longer considered to be outstanding or held in treasury. The excess purchase price of the shares over the par value is recorded as a reduction to additional paid-in-capital.

 

p.Revenue recognition

 

The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps:

 

(i)Identify the contract(s) with a customer;
   
(ii)Identify the performance obligations in the contract;
   
(iii)Determine the transaction price;
   
(iv)Allocate the transaction price to the performance obligations in the contract;
   
(v)Recognize revenue when (or as) the performance obligation is satisfied.

 

The Company uses the following practical expedients that are permitted under ASC 606:

 

●The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses.

 

●When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration.

 

●The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less.

The Company generates revenues mainly from selling semiconductor products (chips) and USB hubs. 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 generally provides its customers a limited warranty assurance that the sold products are in compliance with the applicable specifications at the time of delivery. Under the Company’s standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items. To the extent the Company sells extended warranty, the recognition of such revenue is deferred until such warranty is in effect.

 

q.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, amortization cost of intangible asset of technology, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support.

 

r.Research and development costs

 

Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.

 

s.Sales Commissions

 

Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2025, 2024 and 2023 amounted $753 thousand, $357 thousand and $482 thousand, respectively.

 

t.Leases

 

The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets.

 

Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are included in long-term assets, current liabilities, and long-term liabilities on the consolidated balance sheet.

Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive loss. Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised.

 

The Company elected to apply the short-term lease exemption for lease with a non-cancellable period of twelve months or less. Additionally, the Company has lease agreements with lease and non-lease components. The non-lease components are included in the leased assets and corresponding liabilities. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. Such variable payments are recognized in the consolidated statements of operations and comprehensive loss in the period in which the event or condition that triggers the payment occurs. These variable payment amounts were not material to the consolidated financial statements for the periods presented.

 

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable.

 

u.Equity investee

 

Investment in which the Company exercises significant influence, and which is not considered a subsidiary, is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment (see Note 1b). The equity investee is included within Other Assets and totaled $16 thousand and $33 thousand as of December 31, 2025 and 2024, respectively.

 

v.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)Cross Industry Business (“CIB”): The Company solutions for the non-automotive verticals, including audio-video, industrial, machine vision and medical markets, which deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable.

 

2)Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars.

 

w.Net loss per Ordinary Share

 

Basic net loss per Ordinary Share is computed by dividing net loss for the period by the weighted-average number of Ordinary Shares and vested RSUs outstanding during the period, net of treasury shares.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares and vested RSU’s outstanding during the period, while giving effect to all potentially dilutive common shares to the extent they are dilutive.

 

Potentially dilutive common shares result from the assumed exercise of options and warrants and the assumed vesting of RSUs, using the “treasury stock” method, and the Forfeiture Shares (see note 9). The Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date.

 

x.Stock-based compensation

 

The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures.

 

1)With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends.

 

The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock using the historical volatility rates of the Company. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models.

 

2)With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs.

 

y.Income taxes

 

The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes.

z.Forfeiture shares

 

Shares issued to PTK’s sponsor that were subject to forfeiture (“Forfeiture Shares”) were evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares were not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Merger Closing Date. This liability was subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value was recognized in the Company’s statement of operations and comprehensive loss.

 

aa.Public and Private Warrants

 

The Company accounts for the warrants (please refer to note 13 (b)) 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.

 

bb.Business combination

 

The Company allocates the fair value of consideration transferred in a business combination to the assets acquired and the liabilities assumed in the acquired business based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred may include a combination of cash and earnout payments. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition.

 

cc.Intangible assets

 

Goodwill

 

Goodwill reflects the excess of the consideration transferred at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

 

The Company allocated the goodwill to a reporting unit that is expected to benefit from the business combination. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350 allows an entity to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required.

Examples of events or circumstances that may be indicative of impairment include, but are not limited to: macroeconomic and industry conditions, overall financial performance and adverse changes in legal, regulatory, market share and other relevant entity specific events.

 

An entity has the option to bypass the qualitative assessment for its reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period.

 

The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill.

 

The Company determines the fair value of its reporting unit using a discounted cash flow model, which utilizes key assumptions such as projected revenues, cost of revenues and operating expenses (Level 3 measurement). These assumptions are determined by the Company’s management utilizing its internal operating plan, growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, based on the weighted average cost of capital, which is adjusted for current risk-free rates of capital, current market interest rates, and the evaluation of a risk premium relevant to the reporting unit.

 

If the Company’s assumptions relative to revenue growth rates, cost of revenues and operating expenses were to change, the Company’s fair value calculation may change, which could result in impairment. If the Company’s assumptions relative to the discount rate and the evaluation of risk premium growth rates were to change, the Company’s fair value calculation may change, which could result in impairment. The Company uses the income approach to determine the fair value of the reporting unit because it considers the anticipated future financial performance of the reporting unit. Accordingly, changes in the assumptions described above could impact the Company’s consolidated results of operations and comprehensive loss.

 

The Company’s goodwill is tested for impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

 

The reporting unit to which the goodwill, identified in Acroname’s acquisition, was assigned, is part of the CIB segment.

 

The goodwill is deductible for tax purposes for a period of 15 years.

 

As of December 31, 2025, the Company completed a quantitative goodwill impairment test. The fair value of the reporting unit exceeded its carrying amount and no goodwill impairment loss was recorded for the year ended December 31, 2025. 

 

Actual results may differ from those assumed in our valuation method. It is reasonably possible that our assumptions described above could change in future periods. If any of these were to vary materially from our plans, we may record impairment of goodwill allocated to this reporting unit in the future.

 

Other Intangible Assets

 

Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of core technology is recorded under cost of revenues. Amortization of customer relationships is recorded under sales and marketing expenses.

dd.Risk and uncertainties

 

War in Israel

 

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, both Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement attacked international shipping lanes in the Red Sea, to which both Israel and the United States responded. Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel responded. Most recently, on June 13, 2025, Israel launched a preemptive attack on Iran, to which Iran responded with ballistic missile and drone attacks. On June 23, 2025, Israel and Iran agreed to a ceasefire, although there is no assurance that the ceasefire will continue. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. To date, our operations have not been materially affected. We expect that the current conflict in the Gaza Strip, Lebanon, Iran and the broader region, as well as the security escalation in Israel, will not have a material impact on our business results in the short term. However, since these are events beyond our control, their continuation or cessation may affect our expectations. We continue to monitor political and military developments closely and examine the consequences for our operations and assets.

 

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, trade accounts receivable and derivative financial instruments. As of December 31, 2025, and 2024, the Company had cash and cash equivalents totaling $27,863 thousand and $35,423 thousand, respectively, as well as short-term deposits of $64,733 thousand and $95,532 thousand as of December 31, 2025, and 2024, 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.

 

Derivative financial instruments are forward contracts entered into with major banks in Israel to hedge the Company’s foreign exchange rate risk. Accordingly, management believes that these derivative financial instruments have minimal credit risk.

 

The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2025, and 2024, the Company did not have expected credit losses.

 

Reliance on third party subcontractors

 

The Company’s silicon wafers, which are the basic element of any semiconductor product, are designed to be manufactured at Taiwan Semiconductor Manufacturing Company (“TSMC”). TSMC is a critical third-party supplier, and any disruption in its operations could significantly impact the Company’s operations and adversely affect the Company’s ability to meet production demands.

 

Up-turns in the semiconductor market

 

The demand for semiconductor products is cyclical in nature and is often affected by trends. Significant upturns in demand can result in increased competition on access to third-party foundry and assembly capacity. In the event of such an upturn, the Company may not be able to procure adequate capacity within its semiconductor supply chains.

In addition, such capacity shortage periods are often characterized with extended lead times from suppliers as well as increased manufacturing and raw materials costs, which may impact the Company’s results of operations. At times of limited capacity, the Company may also be required to increase its inventory levels to ensure its ability to meet the demand for its products. 

 

Concentration of other risks

 

a.The Company operates in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products with new capabilities, general economic conditions worldwide, changes in regulations, the ability to safeguard patents and other intellectual property (“IP”) in a rapidly evolving market and other factors could affect our financial results.

 

b.As of December 31, 2025, the Company has assessed the potential impact of the United States tax reform legislation enacted through the One Big Beautiful Bill Act (“OBBBA”), the period of enactment, as well as tariff measures introduced by the U.S. government (the “Trump Tariffs”). Following its evaluation, management determined that these legislative and trade actions did not have a material effect on the Company’s consolidated financial statements. Accordingly, no adjustments to income tax expense or deferred tax assets and liabilities were recorded for the year ended December 31, 2025. The Company will continue to monitor changes in U.S. tax laws and trade policy for any potential future impact.

 

ee.New Accounting Pronouncements

 

Accounting pronouncements adopted in the period:

 

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company implemented the new income tax disclosures retrospectively. The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations (see Note 17 Income Taxes).

 

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

 

As of December 31, 2025, the Company elected to early adapt ASU 2025-05 effective January 1, 2025. This adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

 

Accounting Pronouncements effective in future periods:

 

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.

The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
v3.25.4
Business Combination
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
BUSINESS COMBINATION

NOTE 3 - BUSINESS COMBINATION

 

On May 31, 2024 (The “Closing date”), the Company closed a purchase transaction with the shareholders of Acroname Inc. (“Acroname”), a US company specializing in advanced automation and control technologies, to acquire 100% of its equity, for a total cash consideration of $9.1 million, of which $1.3 in consideration of the amount of cash held by Acroname at closing. In addition, the Company shall be obligated to pay Acroname’s former shareholders earnout payments of up to $7.2 million in cash, of which payment of $1.5 million upon completion of a development of a certain product by June 2026, and the remaining payment depending on the achievement of certain revenue, EBITDA and cashflow targets in 2024 and 2025. In 2025, The revenues, EBITDA and cashflow targets were met (please refer to note 10).

 

The following table summarizes the fair value of the consideration transferred to Acroname shareholders:

 

   U.S. dollars in
thousands		 
Cash payment   9,160 
Fair value of earnout liability (*)   2,036 
Total consideration   11,196 

 

(*) The Company recorded earn out liability in connection with its business combination at fair value on the acquisition date.

 

The results of operations of Acroname have been included in the consolidated financial statements since the Closing date. The amounts of revenues and net loss related to Acroname that are included in the Company’s consolidated statements of operations and comprehensive loss for the period starting from the Closing date to December 31, 2024, are $3,359 thousand and $780 thousand, respectively (including amortization of tangible and intangible assets in the amount of $686 thousands).

The Company accounted for the transaction in accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations, and following the transaction, the Company consolidates all assets and liabilities included in the transaction in accordance with ASC 810, Consolidation.

 

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed:

 

   Allocation 
   of Purchase 
   Price 
   U.S. dollars in thousands 
     
Cash and cash equivalents   1,360 
Accounts Receivables   294 
Inventory (1)   2,635 
Other current assets   123 
Property and equipment   25 
Operating lease right-of-use assets   650 
Core Technology (2)   4,653 
Customer relationships (3)   597 
Goodwill (4)   1,847 
Total assets acquired   12,184 
Operating leases liabilities   (650)
Other liabilities   (338)
Total liabilities assumed   (988)
      
Net assets acquired   11,196 

 

(1)The estimated fair value of the finished goods inventory was deriving from its cost value, as of the valuation date, with the addition of the gross profit of Acroname, and after deducting the direct selling expenses with relation to the inventory, and the marketing profit.
  
(2)The acquired company is deemed to have an underlying technology of a value, through its continued use or re-use in many products or many generations of a singular product (a product family). The fair value of Core Technology was estimated by applying the income approach, specifically the Multi Period Excess Earnings method. Core Technology is amortized over a period of 5.6 years. The discount rate for Acroname’s technology was estimated at 25.3% reflecting the WACC.
  
(3)The fair value of the Customer relationships was estimated by applying the income approach, specifically the distributor method. The Customer relationships are amortized over a period of 5.6 years. The discount rate for Acroname’s Customer relationships was estimated at 25.3% reflecting the WACC.
  
(4)Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible for tax purposes. All of the $1,847 thousand of goodwill was assigned to a separate reporting unit within the CIB segment.

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2023. The pro forma results below include the impact of certain adjustments related to the amortization of tangible and intangible assets, transaction-related costs, and the related income tax effects. This pro forma presentation does not include any impact from transaction synergies or any other material, nonrecurring adjustments directly attributable to the business combination.

 

  

Unaudited Pro-forma

For the

Year ended December 31

 
   2024   2023 
   U.S. dollars in thousands 
         
Revenues   60,703    89,844 
Net loss   (36,035)   (21,599)
v3.25.4
Inventories
 12 Months Ended
Dec. 31, 2025
Inventories [Abstract]  
INVENTORIES

NOTE 4 - INVENTORIES:

 

   December 31 
   2025   2024 
   U.S. dollars in thousands 
               
Work in process   5,008    4,547 
Finished goods   5,109    5,608 
    10,117    10,155 

 

Inventories write-downs amounted to $115 thousand, $867 thousand and $1,097 thousand during the years ended December 31, 2025, 2024 and 2023, respectively. Inventories write-downs are recorded in cost of revenues.
v3.25.4
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2025
Property and Equipment, Net [Abstract]  
PROPERTY AND EQUIPMENT, NET

NOTE 5 - PROPERTY AND EQUIPMENT, NET:

 

   December 31 
   2025   2024 
   U.S. dollars in thousands 
Cost:        
Electronic and laboratory equipment   5,804    5,575 
Furniture and office equipment   418    418 
Leasehold improvements   1,261    726 
Production equipment   2,239    1,840 
Computers and software   5,245    4,933 
Advances on account of property and equipment   
-
    305 
    14,967    13,797 
Less: accumulated depreciation   (12,066)   (10,242)
Property and equipment, net   2,901    3,555 

 

Depreciation expenses were $1,824 thousand, $1,637 thousand and $1,632 thousand for the years ended December 31, 2025, 2024 and 2023, respectively.

 

During the years ended December 31, 2025, 2024 and 2023, there were no impairments of property and equipment.
v3.25.4
Leases
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
LEASES

NOTE 6 - LEASES:

 

Lease agreements:

 

As of December 31, 2025, the Company has several operating lease agreements for its facilities and vehicles as follows:

 

Vehicles:

 

The Company rents motor vehicles for use by some of its employees under operating lease agreements with lease terms of three years. As collateral for the cars’ lease agreements, the Company pays in advance the fee for the last month under the lease agreement.

 

As of December 31, 2025, the Company is engaged with car lease companies for leasing of 27 vehicles. The monthly payments for those agreements are approximately $32 thousand.

 

Offices:

 

The Company’s corporate headquarters are located in Hod-Hasharon, Israel, consisting of approximately 5,500 square meters of facility space.

 

During April 2024, the Company signed an amendment to the lease agreement for its office space in Hod-Hasharon, Israel, which extends the lease term through February 28, 2029. This amendment also provides the Company with an option to extend the lease period by additional two years until February 28, 2031.

 

The Company concluded that it is reasonably certain that it will exercise the renewal option. Accordingly, such renewal option was included in determining the lease term. The total monthly rent payment of those leases is approximately $139 thousand.

 

The Company has entered into various operating leases for office buildings in other territories. The total monthly rent payment of those leases is approximately $26 thousand.

 

The table below presents the effects on the amounts relating to the Company’s total lease costs:

 

   Year ended on
December 31,		 
   2025   2024 
   U.S. dollars in thousands 
Operating lease cost:        
Fixed Payment   2,095    2,088 

 

The table below presents supplemental cash flow information related to operating leases:

 

   Year ended on
December 31,		 
   2025   2024 
   U.S. dollars in thousands 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows for operating leases   1,899    1,886 
Right-of-use assets obtained in exchange for lease obligations (non-cash):          
Operating lease liabilities arising from obtaining operating right-of-use assets   673    6,094 

The table below presents supplemental balance sheet information related to operating leases:

 

   December 31, 
   2025   2024 
   U.S. dollars in thousands 
Operating lease right-of-use assets   6,901    7,458 
Current maturities of operating leases   1,526    975 
Non-current operating leases   6,717    6,645 
Total operating lease liabilities   8,243    7,620 
           
Weighted average remaining lease term (years)   4.65    5.76 
Weighted annual average discount rate   11.58%   11.65%

 

The table below presents maturities of operating lease liabilities:

 

   December 31,
2025		 
   U.S. dollars in thousands 
2026   2,304 
2027   2,211 
2028   1,955 
2029 and forward   4,056 
Total operating lease payments   10,526 
Less: imputed interest   (2,283)
Present value of lease liabilities   8,243 
v3.25.4
Intangible Assets
 12 Months Ended
Dec. 31, 2025
Intangible Assets [Abstract]  
INTANGIBLE ASSETS

NOTE 7 - INTANGIBLE ASSETS:

 

The identifiable intangible assets were recorded as follows:

 

       December 31 
   Estimated   2025   2024 
   Useful life   U.S. dollars in thousands 
Cost:            
Core technology   5.58    4,653    4,653 
Customer relationships   5.58    597    597 
         5,250    5,250 
Less - accumulated amortization        1,488    548 
Intangible assets, net        3,762    4,702 

 

Amortization of intangible assets for each of the next four years and thereafter is expected to be as follows:

 

2026   941 
2027   941 
2028   941 
2029   939 
Total   3,762 

 

Amortization expenses of intangible assets were $941 thousand $548 and thousand for the years ended December 31, 2025 and 2024, respectively.
v3.25.4
Other Current Liabilities
 12 Months Ended
Dec. 31, 2025
Other Current Liabilities [Abstract]  
OTHER CURRENT LIABILITIES

NOTE 8 - OTHER CURRENT LIABILITIES:

 

   December 31 
   2025   2024 
   U.S. dollars in thousands 
     
Accrued vacation   3,707    3,166 
Taxes payable   347    31 
Estimated accrual for a certain batch production incident (please refer to Note 11d)   1,726    2,182 
Derivative liabilities   
-
    605 
Accrued expenses   1,274    1,738 
Revenue Earnout payables (please refer to Note 10)   1,962    
-
 
Other   114    662 
    9,130    8,384 
v3.25.4
Forfeiture Shares
 12 Months Ended
Dec. 31, 2025
Forfeiture Shares [Abstract]  
FORFEITURE SHARES

NOTE 9 - FORFEITURE SHARES

 

On the Merger Closing Date, the Company issued to the PTK’s sponsor 2,875,000 Ordinary Shares. 35% of the Valens Ordinary Shares that the PTK sponsor received in respect of its PTK common stock (i.e., 1,006,250 Ordinary Shares), are subject to forfeiture if certain price targets for the Valens Ordinary Shares are not achieved within a certain period of time after the Merger Closing Date (of up to four years) or if an M&A Transaction (as defined in the Merger Agreement), does not occur at a certain minimum price (the “Forfeiture Shares”). Such Forfeiture Shares are classified as a liability and presented at fair value, although they are considered outstanding shares and are entitled to voting rights and distributions (please refer in addition to Note 2(z)). The Company performed a Monte-Carlo simulation to calculate the fair value of such shares.

 

On September 30, 2024, 646,875 Ordinary Shares were forfeited because the specified price targets were not met.

 

On September 30, 2025, 359,375 Ordinary Shares were forfeited because the specified price targets were not met.

 

As of December 31, 2025, there are no remaining Forfeiture Shares.

 

The fair value of the Forfeiture Shares was computed using the following key assumptions:

 

   December 31,
2024		 
Stock price   2.60 
Expected term (years)   0.75 
Expected volatility   63.84%
Risk-free interest rate   4.20%

 

The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3:

 

   Year ended December 31, 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Balance at beginning of year   1    38    1,751 
Changes in fair value   (1)   (37)   (1,713)
Balance at end of year   
-
    1    38 
v3.25.4
Earnout Liability
 12 Months Ended
Dec. 31, 2025
Earnout Liability [Abstract]  
EARNOUT LIABILITY

NOTE 10 - EARNOUT LIABILITY

 

With respect to the Acroname’s acquisition (See also note 3), The Company shall be obligated to pay Acroname’s former shareholders earn out payments of up to $7.2 million, of which an amount of $1.5 million upon completion of a development of a certain product by June 2026 (The “Joint Product Earnout”), and the remaining amount depending on the achievement of certain revenue, EBITDA and cashflow targets in 2024 and 2025 (The “Revenue Earnout”). These earn out payments are expected to be paid during 2026, in case targets are met.

 

The Company recorded earnout liability in connection with these payments at fair value on the acquisition date.

 

Each reporting period thereafter, the Company revalues the earn-out liability and records the changes in their fair value in the consolidated statements of operations and comprehensive income.

 

Changes in the fair value of earnout liability can result from adjustments to the discount rates, revenues, profitability targets and achievement of mutual development project. This fair value measurement represents Level 3 measurements, as they are based on significant inputs not observable in the market. Significant judgment is required in determining the assumptions utilized as of the acquisition date and for each subsequent period.

 

As of December 31, 2024, the fair value of the earnout liability was computed using the Monte-Carlo simulation with the following key assumptions: discount rate of 20.7%-22.8%, expected term of 1.0-1.5 years, expected volatility of 48.09% and risk-free interest rate of 4.16%.

 

As of December 31, 2025, after achieving the revenue, EBITDA and cash flow targets, the Company calculated the Revenues Earnout according to the actual revenues achieved during the period starting from the Closing date and until December 31, 2025. The Revenues Earnout which is expected to be paid, amounting to $1,962 thousand, was included in the other current liabilities.

 

As of December 31, 2025, the Company calculated the Joint Product Earnout using the probability that the targets will be achieved, a discount rate of 13.22% and expected term of 0.5 years.

 

The following table summarizes the activity for the earnout liability, where fair value measurement is estimated utilizing Level 3 inputs:

 

   Year ended December 31, 
   2025   2024 
   U.S. dollars in thousands 
Fair value at the beginning of the year   2,413    
-
 
Initial recognition of earnout liability   
-
    2,036 
Reclassification of Revenues Earnout to other current liabilities   (1,962)   
-
 
Change in fair value of earnout liability   (169)   377 
Fair value at the end of the year   282    2,413 
v3.25.4
Commitments and Contingent Liabilities
 12 Months Ended
Dec. 31, 2025
Commitments and Contingent Liabilities [Abstract]  
COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 11 - COMMITMENTS AND CONTINGENT LIABILITIES:

 

a.Royalties:

 

In addition to its own intellectual property, the Company also embeds certain off the shelf technologies (Intellectual Property (“IP”)) licensed from third parties in its chip technology.

 

These are typically non-exclusive contracts provided under royalty-accruing and/or paid-up licenses. Once deployed in the Company’s products, such licenses for commercial use are generally perpetual.

 

Royalty arrangements with certain vendors vary between 0.25%-3.5% of net revenue per chip plus additional royalties of up to $0.1 per chip.

The royalties’ expenses totaled $588 thousand, $412 thousand and $725 thousand for the years ended December 31, 2025, 2024 and 2023, respectively. The royalties were recorded as part of cost of revenues.

 

b.The Israel Innovation Authority (formerly known as “Office Of Chief Scientist”)

 

Until 2016, the Company received grants from the Israel Innovation authority (“IIA”) for participation in research and development costs of the Company’s. The IIA grants were recognized when grants were received and presented as a deduction from research and development expenses. The Company repaid the IIA all its liability for the received grant.

 

While the Company has no outstanding obligation to the IIA, the Company is still subject to the provisions of the Research and Development law in Israel.

 

c.Noncancelable Purchase Obligations

 

The Company depends upon third party subcontractors for manufacturing of wafers, packaging and final tests. As of December 31, 2025, and 2024, the total value of open purchase orders for such manufacturing contractors was approximately $5,333 thousand and $8,044 thousand, respectively.

 

The Company has non-cancellable purchase agreements for certain IP embedded in the Company’s products, as well as certain agreements for the license of development tools used by the development team. As of December 31, 2025, and 2024, the total value of non-paid amounts related to such agreements totaled $5,015 thousand and $2,349 thousand, respectively.

 

d.Legal proceedings

 

As of December 31, 2025, and 2024, 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.

 

On March 26, 2024, the Company received a complaint from a customer regarding allegedly damaged chips due to a certain batch production incident that customer embedded in its product. The company identified and remedied the production process.

 

On September 10, 2024, the customer sent a cost claim letter in the amount of 2,096 thousand Euro ($2,182 thousand as of December 31, 2024).

 

In 2024, the Company recorded a relevant provision in its books, within its other current liabilities. Relevant expenses were recorded in the general and administrative expenses. As of December 31, 2024, the Company believed that it will be able to obtain reimbursement from its product liability insurance, however since there was no certainty that the Company will be able to recure the expenses amount from the insurance company, the Company did not record an asset in its books.

 

In June 2025, following the ongoing discussions with the customer and updated indications, the Company decreased the provision in its financial statements by $323 thousand. The reversal of the provision was recorded in the general and administrative expenses.

 

In October 2025, the insurance company provided a draft release and discharge agreement to be signed by the Company, the customer, and the insurer. Subject to the final execution of such agreement by all parties, the insurance company will pay the customer $1,726 thousand, less a $250 thousand retention amount to be paid by the Company, as final settlement of the claim.

Based on the progress achieved and the insurance company’s written confirmation of its intent to settle, management determined that the realization of the reimbursement from the insurer is probable and the amount is reasonably estimable. Accordingly, the Company recognized in September 2025 an insurance recovery asset of $1,476 thousand (representing the expected reimbursement from the insurer). The related income was recognized within general and administrative expenses in the consolidated statement of operations.

 

In December 2025, following the draft release and discharge agreement, and the customer’s feedback to this letter, the Company decreased the provision in its financial statements by additional $412 thousand. Reversal of the provision was recorded in the general and administrative expenses.

 

As of December 31, 2025, the provision amounted to $1,726 thousand, while the insurance recovery asset amounted to $1,476 thousand. The remaining difference of $250 thousand reflects the retention amount to be paid by the Company.
v3.25.4
Derivatives and Hedging
 12 Months Ended
Dec. 31, 2025
Derivatives and Hedging [Abstarct]  
DERIVATIVES AND HEDGING

NOTE 12 - DERIVATIVES AND HEDGING

 

Derivatives

 

Generally accepted accounting principles require all derivatives, whether designated in a hedging relationship or not, to be recorded on the balance sheet at fair value. These derivative instruments are measured at fair value within Level 2 of the fair value hierarchy. The Company’s earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The Company’s foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. Dollar value of anticipated transactions and balances denominated in ILS resulting from changes in USD/ILS exchange rates. The Company entered into derivative transactions, specifically foreign currency forward contracts, to manage its exposure to foreign currency exchange risk to reduce earnings volatility. The Company does not enter into derivative transactions for trading or speculative purposes.

 

Non-Designated Hedges

 

The Company hedges its foreign currency monetary assets primarily resulting from foreign currency denominated short-term deposits with foreign exchange forward contracts to reduce the risk that the Company’s earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately 12 months. Generally, The Company does not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the

 

fair value of these instruments are recognized immediately in earnings. Any gains or losses on the underlying foreign-denominated balance are offset by the losses or gains on the forward contract. Derivative instruments are recorded as other current assets or other current liabilities.

 

As of December 31, 2025 the derivative instruments are recorded as other current assets. Gains and losses on forward contracts and foreign denominated deposits are included in financial income, net. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction within cash flows from investing activities.

As of December 31, 2025 and 2024 we had outstanding forward contracts not designated as hedging instruments with notional amounts and fair value amounts equivalent to the following:

 

Currency Hedged 

Year ended

December 31,

 
   2025   2024 
   U.S. dollars in thousands 
Israeli Shekel / U.S. Dollar   311    20,038 
Fair value of derivatives assets   2    1 
Fair value of derivatives liabilities   
-
    605 

 

The following table shows the effect of our non-designated hedges, including forward contracts, on the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024:

 

   Location of Loss 

Year ended

December 31,

 
      2025   2024 
      U.S. dollars in thousands 
Net realized and unrealized loss, excluding the underlying foreign currency exposure being hedged  Financial income, net   (651)   (609)

 

In 2025 and 2024, foreign currency profit, net was $781 and $117 thousand respectively.

 

Designated Hedges

 

During the fourth quarter of 2024 the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk, resulting from ILS payroll expenses. The Company hedges portions of its forecasted payroll payments denominated in ILS for a period of up to 12 months, using forward contracts that are designated as cash flow hedges, as defined by ASC 815. Derivative instruments are recorded as other current assets according to the timing of the cash flows. As of December 31, 2025 the derivative instruments are recorded as other current assets. For these derivative instruments, designated as a cash flow hedge, gains and losses are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the hedged transaction and in the same period or periods during which the hedged transaction affects the statement of operations. As of December 31, 2025, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income to earnings during the next twelve months. The cash flows associated with these derivatives are classified in the consolidated statements of cash flows consistently with the classification of the underlying hedged transaction, within cash flows from operating activities.

The notional amount and fair value of outstanding derivatives at the end of each period were:

 

   December 31 
   2025   2024 
   U.S. dollars in thousands 
Notional amount of foreign currency contracts   10,921    20,061 
Fair value of foreign currency contracts   429    601 

 

The change in accumulated other comprehensive income relating to gains or losses on derivatives used for hedging was as follows:

 

  

Year ended

December 31,

 
   2025   2024 
   U.S. dollars in thousands 
Other comprehensive income (loss) before reclassifications   1,936    677 
Amounts reclassified out of accumulated other comprehensive income (*)   (2,108)   (76)
Other comprehensive income (loss), net   (172)   601 

 

(*) Amounts of gains reclassified from other comprehensive income into profit or loss are recorded in cost of revenue and operating expenses. In the Year ended December 31, 2025, $95 thousand, $1,283 thousand, $429 thousand and $301 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively. In the Year ended December 31, 2024, $3 thousand, $49 thousand, $15 thousand and $9 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively.
v3.25.4
Shareholders Equity
 12 Months Ended
Dec. 31, 2025
Shareholders Equity [Abstract]  
SHAREHOLDERS EQUITY

NOTE 13 - 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: as a result of the Merger Agreement Closing described in note 1(a), and upon consummation of other transactions contemplated by the Merger Agreement Closing (the “Transactions”), PTK became a wholly owned subsidiary of the Company, and 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 (“Private Warrants”), automatically became a Company Warrant and all rights with respect to the PTK common stock underlying the PTK Warrants, were automatically converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company.

Public Warrants: Each of the 11,500,000 public warrants entitles its holder to purchase one half (1/2) Valens Ordinary Share (i.e. exercisable in total to 5,750,000 Ordinary Shares), at a price of $11.50 per one share, at any time commencing on the Merger Closing Date. Under certain conditions, Valens may call the outstanding public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant, but only if: (i) the reported last sale price of the Valens Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-day trading period; and (ii) there is a current registration statement in effect covering the Valens Ordinary Shares underlying such warrants. If Valens calls the warrants for redemption as described above, Valens will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis”.

 

The exercise price and number of Valens Ordinary Shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or a recapitalization, reorganization, merger or consolidation. The warrants will expire on September 29, 2026.

 

Private Warrants: Each of the 6,660,000 Private Warrants convertible into 3,330,000 Ordinary Shares of the Company, will not be redeemable by The Company, regardless of the holder’s identity. The holders have the option to exercise the Private Warrants on a cashless basis at any time into Valens Ordinary Shares. Except as described above, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period.

 

Both the Public Warrants and Private Warrants, are publicly-traded as of the Merger Closing Date.

 

c.On December 27, 2024 the Company initiated a share repurchase program (the – “Buyback”), at an aggregate amount of up to $10 million. As of December 31, 2025, the Company has repurchased in the open market a total of 3,302,194 shares at a total consideration of $10 million (of which a total of 625,682 shares at a total consideration of $1.6 million were repurchased in 2024).

 

On February 11, 2025, the Company initiated a second share repurchase program (the – “Second Buyback”), at an aggregate amount of up to $15 million. During 2025, the Company has repurchased in the open market a total of 6,151,225 shares at a total consideration of $15 million.

 

Overall, in the framework of the Buyback and the Second Buyback, the Company repurchased a total amount of 9,453,419 Ordinary Shares, for a total amount of $25 million.

 

As of December 31, 2025, 6,151,225 shares were formally cancelled and retired from the Company’s issued share registration.
v3.25.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION

NOTE 14 - STOCK-BASED COMPENSATION:

 

In September 2021, the Company adopted the “Valens Semiconductor Ltd. 2021 Share Incentive Plan”.

 

The Company’s stock options have a term of 7-10 years from grant date unless extended by the Board of Directors. The granted options generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters.

 

The granted RSUs generally vest as follows: 25% on the first anniversary from the “Vesting Start Date” as defined in the grant agreement and remainder vest ratably over the following 12 quarters.

 

During 2025, the Company added 8,866,374 Ordinary Shares to the Ordinary Shares pool reserved for issuance (5,208,032 Ordinary Shares in 2024). As of December 31, 2025, and 2024, the number of Ordinary Shares included in the Company’s stock incentive plans totaled to 44,740,618 and 35,874,244, respectively.

 

During 2024, the Company extended the expiration date of 1,210,661 fully vested outstanding stock options that were supposed to expire during 2025. The Company recorded expenses in the amount of $136 thousand, in the year ended on December 31, 2024. These expenses represent the incremental fair value on the modification date.

 

Stock Options

 

5,106,333 out of the outstanding options that have not yet vested as of December 31, 2025, have acceleration mechanisms according to certain terms set forth in the grant agreements primarily in the case of an M&A Transaction which constitutes a Liquidation Event.

 

As of December 31, 2025, the unrecognized compensation costs related to those unvested stock options are $3,347 thousand, which are expected to be recognized over a weighted-average period of 3.43 years.

 

The following is a summary of the Company’s share option plans status as of December 31, 2025, as well as changes during the year:

 

   December 31, 2025 
   Number of
Options		   Weighted-Average
Exercise price		 
Options outstanding at the beginning of the year   10,569,170   $        1.07 
Granted during the year   6,786,385   $2.78 
Exercised during the year   (1,262,732)  $0.72 
Expired during the year   (108,324)  $0.45 
Forfeited during the year   (126,643)  $3.27 
Outstanding at the end of the year   15,857,856   $1.81 
Options exercisable at year-end   9,188,779   $1.10 

The following table summarizes information about share options outstanding as of December 31, 2025:

 

Outstanding as of December 31, 2025   Exercisable as of December 31, 2025 
Range of
exercise
prices		   Number
outstanding		   Weighted
average
remaining
contractual
term		   Weighted average
exercise
price		   Aggregate
intrinsic
value
(U.S. dollars
in thousands)		   Number
Exercisable		   Weighted
average
remaining
contractual
term		   Weighted
Average
exercise
price		   Aggregate
intrinsic value
(U.S. dollars
in thousands)		 
$0.15-$0.86    8,288,280    3.31    0.82    4,982    8,281,591    3.30    0.82    4,979 
$1.87    3,313    5.03    1.87    
-
    3,313    5.03    1.87    - 
$2.00-$2.13    2,405,710    6.93    2.00    
-
    23,212    5.75    2.13    - 
$2.27    1,224,460    6.49    2.27    
-
    3,913    6.68    2.27    - 
$2.39-$2.41    839,011    5.59    2.40    
-
    531,933    5.44    2.40    
-
 
$3.25    1,350,000    6.96    3.25    
-
    -    -    -    
-
 
$4.25    1,350,000    6.96    4.25    
-
    -    -    -    
-
 
$4.99    182,395    4.04    4.99    
-
    147,630    4.04    4.99    
-
 
$5.36    140,000    
3,50
    5.36    
-
    122,500    3.50    5.36    - 
$7.58    71,150    3.04    7.58    
-
    71,150    3.04    7.58    - 
$9.07    3,537    2.96    9.07    
-
    3,537    2.96    9.07    - 

 

The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards:

 

   2025   2024 
Expected term   4-5    4-5 
Expected volatility   59.63%-65.99%   57.53%-58.56%
Expected dividend rate   0%   0%
Risk-free rate   3.62%-4.36%   3.55%-3.92%

 

During 2025, 2024 and 2023, 5,886,385, 479,505 and 300,750 options, respectively, were granted to several related parties (please refer to Note 19 regarding Related Parties).

 

As of December 31, 2025, the unrecognized compensation costs related to unvested stock options totaled to $4,709 thousand, which are expected to be expensed over a weighted-average period of 3.25 years.

 

The weighted-average fair value of the options that were granted during the years ended December 31, 2025, 2024 and 2023 was $2.78, $2.36 and $3.76 at the grant date, respectively.

 

The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $1,677, $2,255 and $9,390 thousand, respectively.

 

The following table presents the classification of the stock options expenses for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
     
Cost of revenue   81    173    183 
Research and development   334    963    1,158 
Sales and marketing   172    829    1,120 
General and administrative   881    954    2,641 
Total stock-based compensation - Stock Options   1,468    2,919    5,102 

Restricted Stock Units

 

The following is a summary of the status of the Company’s RSU’s as of December 31, 2025, as well as changes during the year:

 

   December 31, 2025 
   Number of
RSUs		   Weighted-Average
Grant Date Fair Value		 
RSUs outstanding at the beginning of the year   8,827,092   $3.13 
Granted during the year   4,797,929   $2.99 
Vested during the year   (4,272,856)  $3.36 
Forfeited during the year   (749,848)  $2.99 
Outstanding at the end of the year   8,602,317   $2.95 

 

As of December 31, 2025, the unrecognized compensation cost related to unvested RSUs totaled to approximately $19,837 thousand and is expected to be expensed over a weighted-average recognition period of approximately 2.38 years.

 

During 2025, 2024 and 2023, 610,449, 871,061 and 548,849 RSU’s, respectively, were granted to several related parties (please refer to Note 19 regarding Related Parties).

 

The following table presents the classification of RSU’s expenses for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Cost of revenue   963    785    606 
Research and development   7,304    6,050    5,141 
Sales and marketing   3,782    3,049    2,399 
General and administrative   3,023    2,315    1,778 
Total stock-based compensation-RSUs   15,072    12,199    9,924 
v3.25.4
Financial Income, Net
 12 Months Ended
Dec. 31, 2025
Financial Income, Net [Abstract]  
FINANCIAL INCOME, NET

NOTE 15 - FINANCIAL INCOME, NET:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Foreign currency exchange differences   (818)   (660)   (1,078)
Realized and unrealized losses on derivative instruments   (651)   (609)   
-
 
Interest income on short-term deposits   4,198    6,121    6,669 
Other   (109)   (57)   46 
Total financial income, net   2,620    4,795    5,637 
v3.25.4
Net Loss Per Ordinary Share
 12 Months Ended
Dec. 31, 2025
Net Loss Per Ordinary Share [Abstract]  
NET LOSS PER ORDINARY SHARE

NOTE 16 - NET LOSS PER ORDINARY SHARE:

 

The following table sets forth the computation of basic and diluted net loss per Ordinary Share for the periods indicated.

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Basic net loss per Ordinary Share               
Numerator:               
Net loss   (31,583)   (36,583)   (19,661)
                
Denominator:               
Weighted average common shares and vested RSUs – basic and diluted   103,142,173    105,477,191    101,985,939 
                
Basic and dilutive net loss per common share   (0.31)   (0.35)   (0.19)

 

The following weighted-average Ordinary Shares of securities and vested RSU’s were not included in the computation of diluted net loss per common share as their effect would have been antidilutive:

 

   2025   2024   2023 
Options   11,404,264    10,948,057    12,233,173 
Restricted Stock Units   10,635,082    7,134,703    5,844,514 
Private Warrants   3,330,000    3,330,000    3,330,000 
Public Warrants   5,750,000    5,750,000    5,750,000 
Forfeiture Shares   269,531    682,813    1,006,250 
v3.25.4
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Taxes [Abstract]  
INCOME TAXES

NOTE 17 - 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 Ltd. is taxed under the laws of the State of Israel at a corporate tax rate of 23%. In 2025, 2024 and 2023, Valens Ltd. is at a losses position and therefore has no corporate tax liability. As of December 31, 2025, 2024 and 2023, Valens Ltd. has a carry forward loss of approximately $124 million, $107 million and $93 million, respectively. Such carry forward loss has no expiration date. During 2023, Valens was taxed in the New Israeli Shekel (“NIS”), which is different from its functional currency (U.S. Dollar). As of 2024, Valens is taxed in U.S. Dollar. The change in the Company’s NOLs for tax purposes is partly resulted by such rate differences.

 

United States

 

The principal federal tax rate applicable to the U.S. subsidiaries is 21%.

 

With respect to Valens Semiconductor Inc., is also subject to state taxes at the following rates: 8.84% in California, 9.8% in Minnesota and 0.75% in Texas.

 

With respect to Acroname Inc., it is also subject to state taxes at the following rates: 4.4% in Colorado.

As of December 31, 2025, Valens Merger Sub, Inc. (formerly PTK) has a carry forward loss of approximately $3.5 million. Such carry forward loss is subject to the 382 limitation and has no expiration date.

 

Japan

 

The effective principal corporate tax rate applicable to the Japanese subsidiary is 36%.

 

Germany

 

The effective principal corporate tax rate applicable to the German subsidiary is 30%.

 

China

 

The effective principal corporate tax rate applicable to the Chinese subsidiary for is 5%.

 

b.Income (loss) Before Income Taxes:

 

Income (loss) before income taxes consisted of the following for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   (30,743)   (35,290)   (20,291)
Foreign   (691)   (1,220)   724 
Loss before taxes on income   (31,434)   (36,510)   (19,567)

 

c.Income tax expenses consisted of the following for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   115    58    45 
Foreign   43    38    67 
Income tax expenses   158    96    112 

 

d.Taxes on Income:

 

Taxes on income for the years ended December 31, 2025, 2024 and 2023 were comprised of the following:

 

   Year ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Current:            
Domestic (Israel)   115    58    45 
Foreign   43    38    67 
Total   158    96    112 
Deferred:               
Domestic   
-
    
-
    
-
 
Foreign   
-
    
-
    
-
 
Total   
-
    
-
    
-
 
Income tax expenses   158    96    112 

A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows:

 

   Year ended December 31, 
   2025   2024   2023 
   Amount   Percent   Amount   Percent   Amount   Percent 
   U.S. Dollars in thousands (except for percentage) 
IL Statutory Tax Rate   (7,230)   23.0%   (8,397)   23.0%   (4,500)   23.0%
Foreign Tax Effect   199    (0.6)%   318    (0.9)%   (60)   0.3%
Changes in Valuation Allowance   6,224    (19.8)%   7,462    (20.4)%   3,819    (19.5)%
Nontaxable or Nondeductible Items                              
Share-based payment awards   798    (2.5)%   671    (1.8)%   1,174    (6)%
Forfeiture Shares   
-
    
-
    
-
    
-
    (394)   2%
Other   23    (0.1)%   16    (0.0)%   28    (0.1)%
Other Adjustments   144    (0.5)%   26    (0.1)%   45    (0.2)%
Effective Tax Rate   158    (0.5)%   96    (0.3)%   112    (0.6)%

 

e.Cash paid for income taxes, net of refunds, were as follows:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
Domestic (Israel)   48    44    252 
Foreign               
USA   47    19    4 
Japan   62    52    30 
Other countries   6    7    7 
Total cash paid for income taxes, net of refunds   163    122    293 
f.Deferred Tax Assets and Liabilities:

 

The components of the Company’s deferred tax assets and liabilities as of December 31, 2025, and 2024 were as follows:

 

    December 31  
    2025     2024  
    U.S. dollars in thousands  
             
Deferred tax assets:            
Tax loss carryforwards     29,196       28,453  
Research and development     7,612       5,617  
Employee and payroll accrued expenses     788       701  
Operating lease liabilities     1,788       1,545  
Share-based compensation     7,824       4,974  
Derivative liabilities     -       139  
Intangible assets     196       72  
Other     38       37  
Total deferred tax assets     47,442       41,538  
Deferred tax liabilities:                
Goodwill     41       15  
Derivative assets     99       138  
Operating lease right-of-use assets     1,482       1,509  
Total deferred tax liabilities     1,622       1,662  
Total deferred tax assets, net     45,820       39,876  
Less valuation allowance for deferred tax assets     (45,820 )     (39,876 )
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, 2025, and 2024, the Company has recorded a full valuation allowance of $(45,820) and $(39,876) 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, 2025, 2024 and 2023 was $(5,944) thousand, $(7,282) thousand and $(1,042) thousand, respectively.

 

g.Uncertain tax positions

 

The Company implement a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company do not have any material liabilities in any reported periods regarding uncertain tax positions. The Company classify interest and penalties recognized related to our uncertain tax positions within income taxes on the consolidated statements of operations and comprehensive loss.

h.Tax assessments

 

The Israeli entity’s’ income tax assessments are considered final through 2020.

 

The US subsidiary’s income tax assessments are considered final through 2021.
v3.25.4
Segment and Revenue by Geography and By Major Customer
 12 Months Ended
Dec. 31, 2025
Segment and Revenue by Geography and by Major Customer [Abstract]  
SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER

NOTE 18 - SEGMENT AND REVENUE BY GEOGRAPHY AND BY MAJOR CUSTOMER:

 

a.The chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer, 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:

 

Cross Industry Business: The Company’s solutions for the non-automotive verticals, including audio-video, industrial, machine vision and medical markets, that deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable.

 

Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars.

 

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.

 

The CODM monitors the gross profit of each segment to analyze fluctuations relative to prior periods (cost reductions, change in product mix etc.).

 

The CODM uses segment operating profit (loss) to evaluate income (loss) in deciding whether to reinvest profits into the segment. Segment operating profit (loss) is used to monitor budget versus actual results, in order to assess the performance of the segment.

 

   Year ended December 31, 2025 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   51,655    18,970    70,625 
Cost of revenues   (16,493)   (10,047)   (26,540)
Gross profit   35,162    8,923    44,085 
Research and development expenses   28,634    14,021    42,655 
Sales and marketing expenses   12,025    9,365    21,390 
General and administrative expenses   8,911    5,353    14,264 
Change in earnout liability   (169)   
-
    (169)
Segment operating loss   (14,239)   (19,816)   (34,055)
Change in fair value of Forfeiture Shares             1 
Financial income, net             2,620 
Loss before taxes on income             (31,434)
                
Depreciation and Amortization expenses   2,095    885    2,980 
Stock-based compensation   9,072    7,468    16,540 
   Year ended December 31, 2024 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   36,291    21,568    57,859 
Cost of revenues   (10,536)   (13,046)   (23,582)
Gross profit   25,755    8,522    34,277 
Research and development expenses   23,795    16,680    40,475 
Sales and marketing expenses   8,936    9,366    18,302 
General and administrative expenses   7,922    8,543    16,465 
Change in earnout liability   377    
-
    377 
Segment operating loss   (15,275)   (26,067)   (41,342)
Change in fair value of Forfeiture Shares             37 
Financial income, net             4,795 
Loss before taxes on income             (36,510)
                
Depreciation and Amortization expenses   1,619    927    2,546 
Stock-based compensation   6,927    8,191    15,118 

 

   Year ended December 31, 2023 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   57,411    26,750    84,161 
Cost of revenues   (13,149)   (18,420)   (31,569)
Gross profit   44,262    8,330    52,592 
Research and development expenses   25,620    22,551    48,171 
Sales and marketing expenses   7,410    9,904    17,314 
General and administrative expenses   7,062    6,962    14,024 
Segment operating profit (loss)   4,170    (31,087)   (26,917)
Change in fair value of Forfeiture Shares             1,713 
Financial income, net             5,637 
Loss before taxes on income             (19,567)
                
Depreciation expenses   816    816    1,632 
Stock-based compensation   6,928    8,098    15,026 
b.Geographic Revenues

 

The following table shows revenue by geography, based on the customers’ “bill to” location:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   470    696    3,086 
China   10,612    9,328    9,578 
Hong Kong   9,134    5,630    7,211 
Portugal   9,181    7,768    1,386 
United States   9,640    7,723    7,330 
Germany   2,595    2,423    8,347 
Hungary   9,023    12,634    21,126 
Other   19,970    11,657    26,097 
    70,625    57,859    84,161 

 

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 
   2025   2024 
   % of Account Receivable 
Accounts Receivable    
Customer A   16%   14%
Customer B   15%   18%
Customer C   15%   16%
Customer D   10%   14%
Customer E   10%   4%

 

   Year Ended December 31 
   2025   2024   2023 
   % of Revenues 
Revenues            
Customer A   13%   13%   2%
Customer C   11%   10%   8%
Customer D   7%   15%   17%
Customer F   3%   6%   11%

 

d.Long-lived assets by Geography:

 

   December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   8,657    9,482    4,419 
China   138    314    176 
USA   871    931    139 
Other   136    286    422 
    9,802    11,013    5,156 
v3.25.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 19 - RELATED PARTY TRANSACTIONS:

 

On November 2, 2025 the Company’s Board approved the appointment of a new Chief Executive Officer (the “New CEO”), effective November 13, 2025. The newly appointed CEO also joined the Company’s Board.

 

The former Chief Executive Officer held his position as a member in the Company’s Board.

 

During the years ended December 31, 2025, 2024 and 2023, the Company granted 5,886,385 (of which 4,000,000 options to the New CEO), 479,505 and 300,750 options, respectively, at a weighted average exercise price of $2.85, $2.36 and $3.76, respectively to several executive officers, and Board of Directors (“Board”) members of the Company. In addition, during the years ended December 31, 2025, 2024 and 2023, the Company granted 610,449, 871,061 and 548,849 RSUs, respectively to several executive officers and Board members of the Company.

 

The fair value of the stock options that were granted during the year ended December 31, 2025, is $4,292 thousand, which is expected to be recognized over a 1-4-years vesting period, and the fair value of the RSUs granted during the year ended December 31, 2025, is $1,760 thousand, which is expected to be recognized over a 1-4-years vesting period.
v3.25.4
Subsequent Events
 12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 20 - SUBSEQUENT EVENTS:

 

a.On January 1, 2026, the Company added 5,152,834 Ordinary Shares to the Ordinary Shares pool reserved for issuance under the Company’s 2021 Share Incentive Plan.

 

b.On January 28, 2026, the Company announced an operational efficiency plan that includes a workforce reduction of approximately 10%. The plan is expected to be completed in the second quarter of 2026.
v3.25.4
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure      
Net Income (Loss) $ (31,583) $ (36,583) $ (19,661)
v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.4
Cybersecurity Risk Management and Strategy Disclosure
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

Cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program has been designed to follow our industry’s best practices and includes a comprehensive set of enterprise security policies and procedures designed to identify, assess, mitigate and remediate cybersecurity threats and incidents. Our Information Systems Security Policy outlines cybersecurity risk management procedures related to, among other areas, access rights management, access control, system management, security monitoring, risk management and IT audits.

Our cybersecurity risk management program also includes the following measures:

●Identifying and protecting our critical assets through actions such as hardening servers, internal and external communications, and using a dedicated system to control privileged accounts;
●Cybersecurity detection, control and remediation practices;
●Assessing the severity of cybersecurity threats and incidents;
●Continuously validating our information systems’ security using penetration tests, vulnerability scanning, access rights reviews etc.;
●Deployment of cyber security and IT management tools, using secure configurations and secure-by-design architectures;
●Our cybersecurity risk management program is implemented and maintained by our CISO (Chief Information Security Officer) in cooperation with the IT Department. The efforts are focused on identifying and assessing risks from cybersecurity threats and monitoring cybersecurity risks on an ongoing basis. In addition, we utilize third-party cybersecurity experts services, implementing secure configurations and other system enhancements;

During the onboarding process and routinely thereafter, we conduct workforce trainings to instruct our employees on how to identify, detect and prevent cybersecurity threats and incidents. Starting 2025, we also guide employees regarding usage of GAI tools

●We have also implemented practices designed to monitor and minimize cybersecurity risks across our supply chain. Under our Suppliers Security Requirements Policy, we require our suppliers to hold relevant cybersecurity certifications and to comply with certain additional cybersecurity-related requirements. Nonetheless, our control over and ability to monitor the security posture of our suppliers, third-party vendors and service providers remains limited and there can be no assurance that we can prevent, mitigate or remediate the risk of any compromise or failure in the security infrastructure owned or controlled by such third parties. Additionally, any contractual protections with such third parties, including our right to indemnification, if any at all, may be limited or insufficient to prevent a negative impact on our business from such compromise or failure.
●Starting from 2024 we are ISO 27001 compliant and in 2025 we completed our TISAX certification. Such certifications enhance our data security by ensuring processes to manage the protection of our intellectual property, customer information and additional assets. They strengthen trust with customers and partners by demonstrating a commitment to global security standards and regulatory compliance. The certifications help mitigate cybersecurity risks, reducing the likelihood of data breaches, supply chain disruptions, and financial losses;
Cybersecurity Risk Board of Directors Oversight [Text Block] Our cybersecurity risk management program is implemented and maintained by our CISO (Chief Information Security Officer) in cooperation with the IT Department. The efforts are focused on identifying and assessing risks from cybersecurity threats and monitoring cybersecurity risks on an ongoing basis.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block] In 2025, we did not identify any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Risk Factors – We may be subject to cyber-attacks or other disruptions to or breaches of our information technology, systems or networks that could irreparably damage our reputation and our business, expose us to liability and materially and adversely affect our results of operations.” in this Annual Report on Form 20-F.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Cybersecurity Governance

Our Chief Information Security Officer (CISO) oversees our cybersecurity risk management program and has primary responsibility for identifying, assessing and managing our exposure to cybersecurity threats and incidents. Our IT Director reports to our CISO and Chief of Operations with respect to the prevention, detection, mitigation and remediation of cybersecurity risks. Our CISO, Chief of Operations, IT Director and the dedicated personnel on their teams are certified and experienced information systems security professionals and information security managers with many years of experience. Our CISO and Chief of Operations regularly provide our senior management team with updates on the performance of the cybersecurity risk management program.

Our Board of Directors oversees the adoption and periodic review of our cybersecurity risk management program and strategies and delegates cybersecurity risk management oversight to our audit committee. Our CISO and Chief of Operations report to the audit committee on a regular basis with respect to our cybersecurity strategies and policies and on an ad hoc basis with respect to material cybersecurity risks. Further, our audit committee reports material cybersecurity risks to our full Board of Directors, based on management’s assessment of risk.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Chief Information Security Officer (CISO) oversees our cybersecurity risk management program and has primary responsibility for identifying, assessing and managing our exposure to cybersecurity threats and incidents.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Our IT Director reports to our CISO and Chief of Operations with respect to the prevention, detection, mitigation and remediation of cybersecurity risks. Our CISO, Chief of Operations, IT Director and the dedicated personnel on their teams are certified and experienced information systems security professionals and information security managers with many years of experience. Our CISO and Chief of Operations regularly provide our senior management team with updates on the performance of the cybersecurity risk management program.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

Our Board of Directors oversees the adoption and periodic review of our cybersecurity risk management program and strategies and delegates cybersecurity risk management oversight to our audit committee. Our CISO and Chief of Operations report to the audit committee on a regular basis with respect to our cybersecurity strategies and policies and on an ad hoc basis with respect to material cybersecurity risks. Further, our audit committee reports material cybersecurity risks to our full Board of Directors, based on management’s assessment of risk.
v3.25.4
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2025
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation
a.Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of estimates in preparation of financial statements
b.Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet date, amounts of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or circumstances.

On an ongoing basis, management evaluates its estimates, including those related to write-down for excess and obsolete inventories, the valuation of stock-based compensation awards, estimated useful lives of intangible assets, the valuation of earnout liability, goodwill impairment valuation. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Principles of consolidation
c.Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, balances, income, and expenses are eliminated in the consolidated financial statements.
Functional Currency
d.Functional Currency

The currency of the primary economic environment in which Valens and each of its subsidiaries conducts its operations is the U.S. dollar (“dollar”). Accordingly, the Company uses the dollar as its functional and reporting currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Expenses in foreign currency (mainly payroll to Israeli employees and overhead expenses), are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive income as part of “financial income, net”.
Cash and cash equivalents
e.Cash and cash equivalents

Cash and cash equivalents consist of cash and demand deposits in banks and other short-term, highly liquid investments with original maturities of less than three months at the time of purchase.
Restricted short-term deposit
f.Restricted short-term deposit

Restricted short-term bank deposit is an amount related to a bank guarantee in connection with hedging activity. Such a deposit is stated at cost including accrued interest, which approximates market value. As of December 31, 2025, the restricted short-term deposit is a deposit for a period of six months.
Short-term deposits
g.Short-term deposits

Short-term deposits are bank deposits with maturities over three months and of up to one year. As of December 31, 2025, and 2024, the short-term deposits were denominated in U.S. dollars and NIS (Israeli currency) and bore average interest of 4.3% and 5.0%, respectively. Short-term deposits are presented on the balance sheet at their cost, including accrued interest.
Fair Value of Financial Instruments
h.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, restricted short-term deposit, trade accounts receivable and trade accounts payable as well as Forfeiture Shares liability, earnout liability and derivative instruments. Other than the Forfeiture Shares liability, the earnout liability and the derivative instruments (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 derivative instruments are measured at fair value within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments (refer to note 12).

The Company’s financial instruments, which are considered as a Level 3 measurement, are Forfeiture Shares liability (refer to note 9) and earnout liability (refer to note 10).
Accounts Receivable, net
i.Accounts Receivable, net

Trade accounts receivable are recorded at the invoiced amount and do not include finance charges. The Company performs ongoing credit evaluation of its customers and generally requires no collateral. 

The Company estimates Current Expected Credit Losses (“CECL”) on accounts receivable at inception for estimated credit losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable based on current conditions as of the balance sheet date. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses and economic and market conditions.

The Company elected to apply the practical expedient provided in ASU 2025-05. In accordance with ASU 2025-05, the Company assumes that current conditions as of the balance sheet date will remain unchanged over the remaining life of the asset when estimating expected credit losses on current trade receivables and contract assets.

As of December 31, 2025 and December 31, 2024, the credit loss allowance for trade accounts receivable was not material. For each of the years presented, the charge-offs and recoveries in relation to the credit losses were not material.
Inventories
j.Inventories

Inventories are comprised of finished goods as well as work in process that is planned to be sold to the Company’s customers and is presented at the lower of cost or net realizable value, based on the “first-in, first-out” basis. Most inventories are stored at the last production sites and are distributed from these locations. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Once written down, inventories write-downs are not reversed until the inventories are sold or scrapped unless incurred in the same fiscal period.
Property and equipment
k.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  10-33 
Furniture and office equipment  7 
Production equipment  20-50 

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
l.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, 2025, 2024 and 2023, the Company did not recognize an impairment loss on its long-lived assets.
Severance Pay
m.Severance Pay

The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month’s salary for each year of employment, or a portion thereof.

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.

In addition, the Company’s employees in other jurisdictions are entitled to certain pension plans and related severance payments in accordance with local laws and practices.
Treasury shares
n.Treasury shares

Treasury shares are presented as a reduction of shareholders’ equity, at their cost to the Company. The Treasury shares are not entitled to any rights, such as voting rights and distributions. The Treasury shares were purchased in the open market.
Share retirement
o.Share retirement

Retired shares are equivalent to authorized, unissued shares and are no longer considered to be outstanding or held in treasury. The excess purchase price of the shares over the par value is recorded as a reduction to additional paid-in-capital.
Revenue recognition
p.Revenue recognition

The Company applies ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps:

(i)Identify the contract(s) with a customer;
   
(ii)Identify the performance obligations in the contract;
   
(iii)Determine the transaction price;
   
(iv)Allocate the transaction price to the performance obligations in the contract;
   
(v)Recognize revenue when (or as) the performance obligation is satisfied.

The Company uses the following practical expedients that are permitted under ASC 606:

●The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in sales and marketing expenses.
●When a contract with a customer includes a material right to acquire future goods or services that are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, the Company allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration.
●The Company applies the practical expedient of allowing it to disregard the effects of a financing component if the period between when the Company transfers the promised services to the customer and when the customer pays for the services will be one year or less.

The Company generates revenues mainly from selling semiconductor products (chips) and USB hubs. 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 generally provides its customers a limited warranty assurance that the sold products are in compliance with the applicable specifications at the time of delivery. Under the Company’s standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items. To the extent the Company sells extended warranty, the recognition of such revenue is deferred until such warranty is in effect.
Cost of Revenues
q.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, amortization cost of intangible asset of technology, cost of personnel (including stock-based compensation), costs of logistics and quality assurance and other expenses associated with manufacturing support.
Research and development costs
r.Research and development costs

Research and development costs are expensed as incurred. Research and development expenses consists of costs incurred in performing research and development activities including cost of personnel (including stock-based compensation), pre-production engineering mask costs, engineering services, development tools cost, third parties’ intellectual property license fees, depreciation of development equipment, prototype wafers, packaging and test development costs as well as overhead costs. Development of a product is deemed complete when it is qualified through reviews and tests for performance and reliability. Subsequent to product qualification, product costs are included in cost of goods sold.
Sales Commissions
s.Sales Commissions

Internal sales commissions are recorded within sales and marketing expenses. Sales commissions for the years ended December 31, 2025, 2024 and 2023 amounted $753 thousand, $357 thousand and $482 thousand, respectively.
Leases
t.Leases

The Company determines if an arrangement is a lease at inception. Balances related to operating leases are included in operating lease right-of-use (“ROU”) assets, Current maturities of operating leases liabilities and Non-current operating leases liabilities in the consolidated balance sheets.

Leases primarily consist of real estate property and vehicles and are classified as operating leases with fixed payment terms. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are included in long-term assets, current liabilities, and long-term liabilities on the consolidated balance sheet.

Lease expenses for the operating leases are recognized on a straight-line basis over the lease term and are included in operating expenses in the consolidated statements of operations and comprehensive loss. Options to extend or terminate the lease are taken into account when it is reasonably certain at the commencement date that such options will be exercised.

The Company elected to apply the short-term lease exemption for lease with a non-cancellable period of twelve months or less. Additionally, the Company has lease agreements with lease and non-lease components. The non-lease components are included in the leased assets and corresponding liabilities. On the commencement date, lease payments that include variable lease payments dependent on an index or a rate (such as the Consumer Price Index or a market interest rate), are initially measured using the index or rate at the commencement date. Such variable payments are recognized in the consolidated statements of operations and comprehensive loss in the period in which the event or condition that triggers the payment occurs. These variable payment amounts were not material to the consolidated financial statements for the periods presented.

The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate because the interest rate implicit in most of its leases is not readily determinable.
Equity investee
u.Equity investee

Investment in which the Company exercises significant influence, and which is not considered a subsidiary, is accounted for using the equity method, whereby the Company recognizes its proportionate share of the investee’s net income or loss after the date of investment (see Note 1b). The equity investee is included within Other Assets and totaled $16 thousand and $33 thousand as of December 31, 2025 and 2024, respectively.
Segment reporting
v.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)Cross Industry Business (“CIB”): The Company solutions for the non-automotive verticals, including audio-video, industrial, machine vision and medical markets, which deliver superior, plug-and-play convergence and distribution of different interfaces, through a single long-distance category cable.
2)Automotive: Valens Automotive delivers safe & resilient high-speed in-vehicle connectivity for advanced car architectures, realizing the vision of connected and autonomous cars.
Net loss per Ordinary Share
w.Net loss per Ordinary Share

Basic net loss per Ordinary Share is computed by dividing net loss for the period by the weighted-average number of Ordinary Shares and vested RSUs outstanding during the period, net of treasury shares.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares and vested RSU’s outstanding during the period, while giving effect to all potentially dilutive common shares to the extent they are dilutive.

Potentially dilutive common shares result from the assumed exercise of options and warrants and the assumed vesting of RSUs, using the “treasury stock” method, and the Forfeiture Shares (see note 9). The Forfeiture Shares are subject to forfeiture if certain conditions are not achieved, for which we examine their occurrence at the end of each reporting period. The Forfeiture Shares are not included in the denominator of diluted earnings per share (EPS) unless the contingency has been met, or would have been met, as of the reporting date.
Stock-based compensation
x.Stock-based compensation

The Company accounts for share-based compensation in accordance with ASC 718-10. Under ASC 718-10, stock-based awards, including stock options and Restricted Share Units (“RSUs”), are recorded at fair value as of the grant date and recognized as expense over the employee’s, directors and consultants’ requisite service period (generally the vesting period) which the Company has elected to amortize on a straight-line basis. The Company recognizes share-based compensation expense over the requisite service period of the award, net of estimated forfeitures, and revised its estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures.

1)With respect to stock options, the Company uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding number of complex and subjective variables. These variables include the estimated stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors, which is referred to as expected term; risk-free interest rate and expected dividends.

The expected term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate the expected option term. The Company estimates the volatility of its common stock using the historical volatility rates of the Company. The Company bases the risk-free interest rate used in its option-pricing models on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term to maturity of its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models.

2)With respect to RSUs, the Company uses the stock market price as of the grant date to determine the fair value of such RSUs.
Income taxes
y.Income taxes

The Company accounts for income taxes using the asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and the deferred tax liabilities and assets for the future tax consequences of events that we have recognized in our financial statements or tax returns. The Company measures current and deferred tax liabilities and assets based on provisions of the relevant tax law. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. The Company classifies interest and penalties relating to uncertain tax positions within income taxes.
Forfeiture shares
z.Forfeiture shares

Shares issued to PTK’s sponsor that were subject to forfeiture (“Forfeiture Shares”) were evaluated as equity-linked contracts rather than as outstanding shares. In accordance with ASC 815-40, the Forfeiture Shares were not solely indexed to the Company’s Ordinary Shares and therefore were accounted for as a liability on the consolidated balance sheet at the Merger Closing Date. This liability was subject to re-measurement at each balance sheet date until the contingency settlement, and any change in fair value was recognized in the Company’s statement of operations and comprehensive loss.
Public and Private Warrants
aa.Public and Private Warrants

The Company accounts for the warrants (please refer to note 13 (b)) 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.
Business combination
bb.Business combination

The Company allocates the fair value of consideration transferred in a business combination to the assets acquired and the liabilities assumed in the acquired business based on their fair values at the acquisition date. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. The excess of the fair value of the consideration transferred over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The fair value of the consideration transferred may include a combination of cash and earnout payments. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the businesses that it has acquired in its consolidated results prospectively from the respective dates of acquisition.
Intangible assets
cc.Intangible assets

Goodwill

Goodwill reflects the excess of the consideration transferred at the business combination date over the fair values of the identifiable net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

The Company allocated the goodwill to a reporting unit that is expected to benefit from the business combination. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. ASC 350 allows an entity to first assess qualitative factors to determine whether a quantitative goodwill impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required.

Examples of events or circumstances that may be indicative of impairment include, but are not limited to: macroeconomic and industry conditions, overall financial performance and adverse changes in legal, regulatory, market share and other relevant entity specific events.

An entity has the option to bypass the qualitative assessment for its reporting unit in any period and proceed directly to the quantitative goodwill impairment test. This would not preclude the entity from performing the qualitative assessment in any subsequent period.

The quantitative assessment compares the fair value of the reporting unit to its carrying value, including goodwill.

The Company determines the fair value of its reporting unit using a discounted cash flow model, which utilizes key assumptions such as projected revenues, cost of revenues and operating expenses (Level 3 measurement). These assumptions are determined by the Company’s management utilizing its internal operating plan, growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, based on the weighted average cost of capital, which is adjusted for current risk-free rates of capital, current market interest rates, and the evaluation of a risk premium relevant to the reporting unit.

If the Company’s assumptions relative to revenue growth rates, cost of revenues and operating expenses were to change, the Company’s fair value calculation may change, which could result in impairment. If the Company’s assumptions relative to the discount rate and the evaluation of risk premium growth rates were to change, the Company’s fair value calculation may change, which could result in impairment. The Company uses the income approach to determine the fair value of the reporting unit because it considers the anticipated future financial performance of the reporting unit. Accordingly, changes in the assumptions described above could impact the Company’s consolidated results of operations and comprehensive loss.

The Company’s goodwill is tested for impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. When necessary, the Company records charges for impairments of goodwill for the amount by which the carrying amount of the respective reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

The reporting unit to which the goodwill, identified in Acroname’s acquisition, was assigned, is part of the CIB segment.

The goodwill is deductible for tax purposes for a period of 15 years.

As of December 31, 2025, the Company completed a quantitative goodwill impairment test. The fair value of the reporting unit exceeded its carrying amount and no goodwill impairment loss was recorded for the year ended December 31, 2025. 

Actual results may differ from those assumed in our valuation method. It is reasonably possible that our assumptions described above could change in future periods. If any of these were to vary materially from our plans, we may record impairment of goodwill allocated to this reporting unit in the future.

Other Intangible Assets

Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life. Amortization of core technology is recorded under cost of revenues. Amortization of customer relationships is recorded under sales and marketing expenses.
Risk and uncertainties
dd.Risk and uncertainties

War in Israel

On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern Israel and Central Israel, to which the Israel Defense Forces responded. In addition, both Hezbollah and the Houthi movement attacked military and civilian targets in Israel, to which Israel responded, including through increased air and ground operations in Lebanon. In addition, the Houthi movement attacked international shipping lanes in the Red Sea, to which both Israel and the United States responded. Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel responded. Most recently, on June 13, 2025, Israel launched a preemptive attack on Iran, to which Iran responded with ballistic missile and drone attacks. On June 23, 2025, Israel and Iran agreed to a ceasefire, although there is no assurance that the ceasefire will continue. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas. How long and how severe the current conflicts in Gaza, Northern Israel, Lebanon, Iran or the broader region become is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict. To date, our operations have not been materially affected. We expect that the current conflict in the Gaza Strip, Lebanon, Iran and the broader region, as well as the security escalation in Israel, will not have a material impact on our business results in the short term. However, since these are events beyond our control, their continuation or cessation may affect our expectations. We continue to monitor political and military developments closely and examine the consequences for our operations and assets.

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, trade accounts receivable and derivative financial instruments. As of December 31, 2025, and 2024, the Company had cash and cash equivalents totaling $27,863 thousand and $35,423 thousand, respectively, as well as short-term deposits of $64,733 thousand and $95,532 thousand as of December 31, 2025, and 2024, 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.

Derivative financial instruments are forward contracts entered into with major banks in Israel to hedge the Company’s foreign exchange rate risk. Accordingly, management believes that these derivative financial instruments have minimal credit risk.

The Company extends different levels of credit to customers and does not require collateral deposits. As of December 31, 2025, and 2024, the Company did not have expected credit losses.

Reliance on third party subcontractors

The Company’s silicon wafers, which are the basic element of any semiconductor product, are designed to be manufactured at Taiwan Semiconductor Manufacturing Company (“TSMC”). TSMC is a critical third-party supplier, and any disruption in its operations could significantly impact the Company’s operations and adversely affect the Company’s ability to meet production demands.

Up-turns in the semiconductor market

The demand for semiconductor products is cyclical in nature and is often affected by trends. Significant upturns in demand can result in increased competition on access to third-party foundry and assembly capacity. In the event of such an upturn, the Company may not be able to procure adequate capacity within its semiconductor supply chains.

In addition, such capacity shortage periods are often characterized with extended lead times from suppliers as well as increased manufacturing and raw materials costs, which may impact the Company’s results of operations. At times of limited capacity, the Company may also be required to increase its inventory levels to ensure its ability to meet the demand for its products. 

Concentration of other risks

a.The Company operates in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence of competitive products with new capabilities, general economic conditions worldwide, changes in regulations, the ability to safeguard patents and other intellectual property (“IP”) in a rapidly evolving market and other factors could affect our financial results.
b.As of December 31, 2025, the Company has assessed the potential impact of the United States tax reform legislation enacted through the One Big Beautiful Bill Act (“OBBBA”), the period of enactment, as well as tariff measures introduced by the U.S. government (the “Trump Tariffs”). Following its evaluation, management determined that these legislative and trade actions did not have a material effect on the Company’s consolidated financial statements. Accordingly, no adjustments to income tax expense or deferred tax assets and liabilities were recorded for the year ended December 31, 2025. The Company will continue to monitor changes in U.S. tax laws and trade policy for any potential future impact.
New Accounting Pronouncements
ee.New Accounting Pronouncements

Accounting pronouncements adopted in the period:

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for the Company for annual periods beginning after December 15, 2025. The Company implemented the new income tax disclosures retrospectively. The implementation of ASU 2023-09 affected disclosures only and had no impact on the Company’s financial condition or results of operations (see Note 17 Income Taxes).

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years.

As of December 31, 2025, the Company elected to early adapt ASU 2025-05 effective January 1, 2025. This adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Accounting Pronouncements effective in future periods:

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.

The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.
v3.25.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2025
Summary of Significant 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  10-33 
Furniture and office equipment  7 
Production equipment  20-50 
v3.25.4
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Schedule of Fair Value of the Consideration Transferred to Acroname Shareholders

The following table summarizes the fair value of the consideration transferred to Acroname shareholders:

 

   U.S. dollars in
thousands		 
Cash payment   9,160 
Fair value of earnout liability (*)   2,036 
Total consideration   11,196 

 

(*) The Company recorded earn out liability in connection with its business combination at fair value on the acquisition date.
Schedule of Assets Acquired and Liabilities

The following table summarizes the purchase price allocation to the fair value of the assets acquired and liabilities assumed:

 

   Allocation 
   of Purchase 
   Price 
   U.S. dollars in thousands 
     
Cash and cash equivalents   1,360 
Accounts Receivables   294 
Inventory (1)   2,635 
Other current assets   123 
Property and equipment   25 
Operating lease right-of-use assets   650 
Core Technology (2)   4,653 
Customer relationships (3)   597 
Goodwill (4)   1,847 
Total assets acquired   12,184 
Operating leases liabilities   (650)
Other liabilities   (338)
Total liabilities assumed   (988)
      
Net assets acquired   11,196 

 

(1)The estimated fair value of the finished goods inventory was deriving from its cost value, as of the valuation date, with the addition of the gross profit of Acroname, and after deducting the direct selling expenses with relation to the inventory, and the marketing profit.
  
(2)The acquired company is deemed to have an underlying technology of a value, through its continued use or re-use in many products or many generations of a singular product (a product family). The fair value of Core Technology was estimated by applying the income approach, specifically the Multi Period Excess Earnings method. Core Technology is amortized over a period of 5.6 years. The discount rate for Acroname’s technology was estimated at 25.3% reflecting the WACC.
  
(3)The fair value of the Customer relationships was estimated by applying the income approach, specifically the distributor method. The Customer relationships are amortized over a period of 5.6 years. The discount rate for Acroname’s Customer relationships was estimated at 25.3% reflecting the WACC.
  
(4)Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible for tax purposes. All of the $1,847 thousand of goodwill was assigned to a separate reporting unit within the CIB segment.
Schedule of Unaudited Pro-Forma This pro forma presentation does not include any impact from transaction synergies or any other material, nonrecurring adjustments directly attributable to the business combination.
  

Unaudited Pro-forma

For the

Year ended December 31

 
   2024   2023 
   U.S. dollars in thousands 
         
Revenues   60,703    89,844 
Net loss   (36,035)   (21,599)
v3.25.4
Inventories (Tables)
 12 Months Ended
Dec. 31, 2025
Inventories [Abstract]  
Schedule of Inventories
   December 31 
   2025   2024 
   U.S. dollars in thousands 
               
Work in process   5,008    4,547 
Finished goods   5,109    5,608 
    10,117    10,155 
v3.25.4
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Property and Equipment, Net [Abstract]  
Schedule of Property and Equipment, Net
   December 31 
   2025   2024 
   U.S. dollars in thousands 
Cost:        
Electronic and laboratory equipment   5,804    5,575 
Furniture and office equipment   418    418 
Leasehold improvements   1,261    726 
Production equipment   2,239    1,840 
Computers and software   5,245    4,933 
Advances on account of property and equipment   
-
    305 
    14,967    13,797 
Less: accumulated depreciation   (12,066)   (10,242)
Property and equipment, net   2,901    3,555 
v3.25.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Schedule of Lease Costs

The table below presents the effects on the amounts relating to the Company’s total lease costs:

 

   Year ended on
December 31,		 
   2025   2024 
   U.S. dollars in thousands 
Operating lease cost:        
Fixed Payment   2,095    2,088 

 

The table below presents supplemental cash flow information related to operating leases:

 

   Year ended on
December 31,		 
   2025   2024 
   U.S. dollars in thousands 
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows for operating leases   1,899    1,886 
Right-of-use assets obtained in exchange for lease obligations (non-cash):          
Operating lease liabilities arising from obtaining operating right-of-use assets   673    6,094 

The table below presents supplemental balance sheet information related to operating leases:

 

   December 31, 
   2025   2024 
   U.S. dollars in thousands 
Operating lease right-of-use assets   6,901    7,458 
Current maturities of operating leases   1,526    975 
Non-current operating leases   6,717    6,645 
Total operating lease liabilities   8,243    7,620 
           
Weighted average remaining lease term (years)   4.65    5.76 
Weighted annual average discount rate   11.58%   11.65%
Schedule of Maturities of Operating Lease Liabilities

The table below presents maturities of operating lease liabilities:

 

   December 31,
2025		 
   U.S. dollars in thousands 
2026   2,304 
2027   2,211 
2028   1,955 
2029 and forward   4,056 
Total operating lease payments   10,526 
Less: imputed interest   (2,283)
Present value of lease liabilities   8,243 
v3.25.4
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2025
Intangible Assets [Abstract]  
Schedule of Identifiable Intangible Assets

The identifiable intangible assets were recorded as follows:

 

       December 31 
   Estimated   2025   2024 
   Useful life   U.S. dollars in thousands 
Cost:            
Core technology   5.58    4,653    4,653 
Customer relationships   5.58    597    597 
         5,250    5,250 
Less - accumulated amortization        1,488    548 
Intangible assets, net        3,762    4,702 
Schedule of Amortization of Intangible Assets

Amortization of intangible assets for each of the next four years and thereafter is expected to be as follows:

 

2026   941 
2027   941 
2028   941 
2029   939 
Total   3,762 
v3.25.4
Other Current Liabilities (Tables)
 12 Months Ended
Dec. 31, 2025
Other Current Liabilities [Abstract]  
Schedule of Other Current Liabilities
   December 31 
   2025   2024 
   U.S. dollars in thousands 
     
Accrued vacation   3,707    3,166 
Taxes payable   347    31 
Estimated accrual for a certain batch production incident (please refer to Note 11d)   1,726    2,182 
Derivative liabilities   
-
    605 
Accrued expenses   1,274    1,738 
Revenue Earnout payables (please refer to Note 10)   1,962    
-
 
Other   114    662 
    9,130    8,384 
v3.25.4
Forfeiture Shares (Tables)
 12 Months Ended
Dec. 31, 2025
Forfeiture Shares [Abstract]  
Schedule of Fair Value of Forfeited Shares

The fair value of the Forfeiture Shares was computed using the following key assumptions:

 

   December 31,
2024		 
Stock price   2.60 
Expected term (years)   0.75 
Expected volatility   63.84%
Risk-free interest rate   4.20%
Schedule of Changes in Fair Value of Forfeited Shares

The table below sets forth a summary of the changes in the fair value of the Forfeiture Shares classified as Level 3:

 

   Year ended December 31, 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Balance at beginning of year   1    38    1,751 
Changes in fair value   (1)   (37)   (1,713)
Balance at end of year   
-
    1    38 
v3.25.4
Earnout Liability (Tables)
 12 Months Ended
Dec. 31, 2025
Earnout Liability [Abstract]  
Schedule of Fair Value Measurement is Estimated Utilizing Level 3 Inputs

The following table summarizes the activity for the earnout liability, where fair value measurement is estimated utilizing Level 3 inputs:

 

   Year ended December 31, 
   2025   2024 
   U.S. dollars in thousands 
Fair value at the beginning of the year   2,413    
-
 
Initial recognition of earnout liability   
-
    2,036 
Reclassification of Revenues Earnout to other current liabilities   (1,962)   
-
 
Change in fair value of earnout liability   (169)   377 
Fair value at the end of the year   282    2,413 
v3.25.4
Derivatives and Hedging (Tables)
 12 Months Ended
Dec. 31, 2025
Derivatives and Hedging [Abstarct]  
Schedule of Outstanding Forward Contracts Not Designated as Hedging Instruments with Notional Amounts Equivalent

As of December 31, 2025 and 2024 we had outstanding forward contracts not designated as hedging instruments with notional amounts and fair value amounts equivalent to the following:

 

Currency Hedged 

Year ended

December 31,

 
   2025   2024 
   U.S. dollars in thousands 
Israeli Shekel / U.S. Dollar   311    20,038 
Fair value of derivatives assets   2    1 
Fair value of derivatives liabilities   
-
    605 

 

The following table shows the effect of our non-designated hedges, including forward contracts, on the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024:

 

   Location of Loss 

Year ended

December 31,

 
      2025   2024 
      U.S. dollars in thousands 
Net realized and unrealized loss, excluding the underlying foreign currency exposure being hedged  Financial income, net   (651)   (609)
Schedule of Notional Amount and Fair Value of Outstanding Derivatives

The notional amount and fair value of outstanding derivatives at the end of each period were:

 

   December 31 
   2025   2024 
   U.S. dollars in thousands 
Notional amount of foreign currency contracts   10,921    20,061 
Fair value of foreign currency contracts   429    601 
Schedule of Change in Accumulated Other Comprehensive Income Relating to Gains on Derivatives

The change in accumulated other comprehensive income relating to gains or losses on derivatives used for hedging was as follows:

 

  

Year ended

December 31,

 
   2025   2024 
   U.S. dollars in thousands 
Other comprehensive income (loss) before reclassifications   1,936    677 
Amounts reclassified out of accumulated other comprehensive income (*)   (2,108)   (76)
Other comprehensive income (loss), net   (172)   601 

 

(*) Amounts of gains reclassified from other comprehensive income into profit or loss are recorded in cost of revenue and operating expenses. In the Year ended December 31, 2025, $95 thousand, $1,283 thousand, $429 thousand and $301 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively. In the Year ended December 31, 2024, $3 thousand, $49 thousand, $15 thousand and $9 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively.
v3.25.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Stock-Based Compensation [Abstract]  
Schedule of Share Option Plan

The following is a summary of the Company’s share option plans status as of December 31, 2025, as well as changes during the year:

 

   December 31, 2025 
   Number of
Options		   Weighted-Average
Exercise price		 
Options outstanding at the beginning of the year   10,569,170   $        1.07 
Granted during the year   6,786,385   $2.78 
Exercised during the year   (1,262,732)  $0.72 
Expired during the year   (108,324)  $0.45 
Forfeited during the year   (126,643)  $3.27 
Outstanding at the end of the year   15,857,856   $1.81 
Options exercisable at year-end   9,188,779   $1.10 
Schedule of Information about Share Options Outstanding

The following table summarizes information about share options outstanding as of December 31, 2025:

 

Outstanding as of December 31, 2025   Exercisable as of December 31, 2025 
Range of
exercise
prices		   Number
outstanding		   Weighted
average
remaining
contractual
term		   Weighted average
exercise
price		   Aggregate
intrinsic
value
(U.S. dollars
in thousands)		   Number
Exercisable		   Weighted
average
remaining
contractual
term		   Weighted
Average
exercise
price		   Aggregate
intrinsic value
(U.S. dollars
in thousands)		 
$0.15-$0.86    8,288,280    3.31    0.82    4,982    8,281,591    3.30    0.82    4,979 
$1.87    3,313    5.03    1.87    
-
    3,313    5.03    1.87    - 
$2.00-$2.13    2,405,710    6.93    2.00    
-
    23,212    5.75    2.13    - 
$2.27    1,224,460    6.49    2.27    
-
    3,913    6.68    2.27    - 
$2.39-$2.41    839,011    5.59    2.40    
-
    531,933    5.44    2.40    
-
 
$3.25    1,350,000    6.96    3.25    
-
    -    -    -    
-
 
$4.25    1,350,000    6.96    4.25    
-
    -    -    -    
-
 
$4.99    182,395    4.04    4.99    
-
    147,630    4.04    4.99    
-
 
$5.36    140,000    
3,50
    5.36    
-
    122,500    3.50    5.36    - 
$7.58    71,150    3.04    7.58    
-
    71,150    3.04    7.58    - 
$9.07    3,537    2.96    9.07    
-
    3,537    2.96    9.07    - 
Schedule of Fair Value of Stock-Based Compensation Awards

The following assumptions were used for options granted during the year in order to estimate the fair value of stock-based compensation awards:

 

   2025   2024 
Expected term   4-5    4-5 
Expected volatility   59.63%-65.99%   57.53%-58.56%
Expected dividend rate   0%   0%
Risk-free rate   3.62%-4.36%   3.55%-3.92%
Schedule of Classification of Stock Options Expenses

The following table presents the classification of the stock options expenses for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
     
Cost of revenue   81    173    183 
Research and development   334    963    1,158 
Sales and marketing   172    829    1,120 
General and administrative   881    954    2,641 
Total stock-based compensation - Stock Options   1,468    2,919    5,102 
Schedule of Company’s RSU’s

The following is a summary of the status of the Company’s RSU’s as of December 31, 2025, as well as changes during the year:

 

   December 31, 2025 
   Number of
RSUs		   Weighted-Average
Grant Date Fair Value		 
RSUs outstanding at the beginning of the year   8,827,092   $3.13 
Granted during the year   4,797,929   $2.99 
Vested during the year   (4,272,856)  $3.36 
Forfeited during the year   (749,848)  $2.99 
Outstanding at the end of the year   8,602,317   $2.95 
Schedule of Classification of RSU's Expenses

The following table presents the classification of RSU’s expenses for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Cost of revenue   963    785    606 
Research and development   7,304    6,050    5,141 
Sales and marketing   3,782    3,049    2,399 
General and administrative   3,023    2,315    1,778 
Total stock-based compensation-RSUs   15,072    12,199    9,924 
v3.25.4
Financial Income, Net (Tables)
 12 Months Ended
Dec. 31, 2025
Financial Income, Net [Abstract]  
Schedule of Financial Income, Net
   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Foreign currency exchange differences   (818)   (660)   (1,078)
Realized and unrealized losses on derivative instruments   (651)   (609)   
-
 
Interest income on short-term deposits   4,198    6,121    6,669 
Other   (109)   (57)   46 
Total financial income, net   2,620    4,795    5,637 
v3.25.4
Net Loss Per Ordinary Share (Tables)
 12 Months Ended
Dec. 31, 2025
Net Loss Per Ordinary Share [Abstract]  
Schedule of Basic and Diluted Net Loss Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per Ordinary Share for the periods indicated.

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Basic net loss per Ordinary Share               
Numerator:               
Net loss   (31,583)   (36,583)   (19,661)
                
Denominator:               
Weighted average common shares and vested RSUs – basic and diluted   103,142,173    105,477,191    101,985,939 
                
Basic and dilutive net loss per common share   (0.31)   (0.35)   (0.19)
Schedule of Weighted-Average Ordinary Shares of Securities

The following weighted-average Ordinary Shares of securities and vested RSU’s were not included in the computation of diluted net loss per common share as their effect would have been antidilutive:

 

   2025   2024   2023 
Options   11,404,264    10,948,057    12,233,173 
Restricted Stock Units   10,635,082    7,134,703    5,844,514 
Private Warrants   3,330,000    3,330,000    3,330,000 
Public Warrants   5,750,000    5,750,000    5,750,000 
Forfeiture Shares   269,531    682,813    1,006,250 
v3.25.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Taxes [Abstract]  
Schedule of Income (Loss) Before Income Taxes

Income (loss) before income taxes consisted of the following for the periods indicated:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   (30,743)   (35,290)   (20,291)
Foreign   (691)   (1,220)   724 
Loss before taxes on income   (31,434)   (36,510)   (19,567)
Schedule of Income Tax Expenses Income tax expenses consisted of the following for the periods indicated:
   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   115    58    45 
Foreign   43    38    67 
Income tax expenses   158    96    112 

Taxes on income for the years ended December 31, 2025, 2024 and 2023 were comprised of the following:

 

   Year ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Current:            
Domestic (Israel)   115    58    45 
Foreign   43    38    67 
Total   158    96    112 
Deferred:               
Domestic   
-
    
-
    
-
 
Foreign   
-
    
-
    
-
 
Total   
-
    
-
    
-
 
Income tax expenses   158    96    112 
   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
Domestic (Israel)   48    44    252 
Foreign               
USA   47    19    4 
Japan   62    52    30 
Other countries   6    7    7 
Total cash paid for income taxes, net of refunds   163    122    293 
Schedule of Reconciliation of Income Tax Expense

A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows:

 

   Year ended December 31, 
   2025   2024   2023 
   Amount   Percent   Amount   Percent   Amount   Percent 
   U.S. Dollars in thousands (except for percentage) 
IL Statutory Tax Rate   (7,230)   23.0%   (8,397)   23.0%   (4,500)   23.0%
Foreign Tax Effect   199    (0.6)%   318    (0.9)%   (60)   0.3%
Changes in Valuation Allowance   6,224    (19.8)%   7,462    (20.4)%   3,819    (19.5)%
Nontaxable or Nondeductible Items                              
Share-based payment awards   798    (2.5)%   671    (1.8)%   1,174    (6)%
Forfeiture Shares   
-
    
-
    
-
    
-
    (394)   2%
Other   23    (0.1)%   16    (0.0)%   28    (0.1)%
Other Adjustments   144    (0.5)%   26    (0.1)%   45    (0.2)%
Effective Tax Rate   158    (0.5)%   96    (0.3)%   112    (0.6)%
Schedule of Deferred Tax Assets and Liabilities

The components of the Company’s deferred tax assets and liabilities as of December 31, 2025, and 2024 were as follows:

 

    December 31  
    2025     2024  
    U.S. dollars in thousands  
             
Deferred tax assets:            
Tax loss carryforwards     29,196       28,453  
Research and development     7,612       5,617  
Employee and payroll accrued expenses     788       701  
Operating lease liabilities     1,788       1,545  
Share-based compensation     7,824       4,974  
Derivative liabilities     -       139  
Intangible assets     196       72  
Other     38       37  
Total deferred tax assets     47,442       41,538  
Deferred tax liabilities:                
Goodwill     41       15  
Derivative assets     99       138  
Operating lease right-of-use assets     1,482       1,509  
Total deferred tax liabilities     1,622       1,662  
Total deferred tax assets, net     45,820       39,876  
Less valuation allowance for deferred tax assets     (45,820 )     (39,876 )
Deferred tax assets     -       -  
v3.25.4
Segment and Revenue by Geography and By Major Customer (Tables)
 12 Months Ended
Dec. 31, 2025
Segment and Revenue by Geography and by Major Customer [Abstract]  
Schedule of Evaluating Financial Performance and Allocating Resources Segment operating profit (loss) is used to monitor budget versus actual results, in order to assess the performance of the segment.
   Year ended December 31, 2025 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   51,655    18,970    70,625 
Cost of revenues   (16,493)   (10,047)   (26,540)
Gross profit   35,162    8,923    44,085 
Research and development expenses   28,634    14,021    42,655 
Sales and marketing expenses   12,025    9,365    21,390 
General and administrative expenses   8,911    5,353    14,264 
Change in earnout liability   (169)   
-
    (169)
Segment operating loss   (14,239)   (19,816)   (34,055)
Change in fair value of Forfeiture Shares             1 
Financial income, net             2,620 
Loss before taxes on income             (31,434)
                
Depreciation and Amortization expenses   2,095    885    2,980 
Stock-based compensation   9,072    7,468    16,540 
   Year ended December 31, 2024 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   36,291    21,568    57,859 
Cost of revenues   (10,536)   (13,046)   (23,582)
Gross profit   25,755    8,522    34,277 
Research and development expenses   23,795    16,680    40,475 
Sales and marketing expenses   8,936    9,366    18,302 
General and administrative expenses   7,922    8,543    16,465 
Change in earnout liability   377    
-
    377 
Segment operating loss   (15,275)   (26,067)   (41,342)
Change in fair value of Forfeiture Shares             37 
Financial income, net             4,795 
Loss before taxes on income             (36,510)
                
Depreciation and Amortization expenses   1,619    927    2,546 
Stock-based compensation   6,927    8,191    15,118 

 

   Year ended December 31, 2023 
   CIB   Automotive   Consolidated 
   U.S. dollars in thousands 
Revenues   57,411    26,750    84,161 
Cost of revenues   (13,149)   (18,420)   (31,569)
Gross profit   44,262    8,330    52,592 
Research and development expenses   25,620    22,551    48,171 
Sales and marketing expenses   7,410    9,904    17,314 
General and administrative expenses   7,062    6,962    14,024 
Segment operating profit (loss)   4,170    (31,087)   (26,917)
Change in fair value of Forfeiture Shares             1,713 
Financial income, net             5,637 
Loss before taxes on income             (19,567)
                
Depreciation expenses   816    816    1,632 
Stock-based compensation   6,928    8,098    15,026 
Schedule of Revenue by Geography, Based on the Customers

The following table shows revenue by geography, based on the customers’ “bill to” location:

 

   Year Ended December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   470    696    3,086 
China   10,612    9,328    9,578 
Hong Kong   9,134    5,630    7,211 
Portugal   9,181    7,768    1,386 
United States   9,640    7,723    7,330 
Germany   2,595    2,423    8,347 
Hungary   9,023    12,634    21,126 
Other   19,970    11,657    26,097 
    70,625    57,859    84,161 
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 
   2025   2024 
   % of Account Receivable 
Accounts Receivable    
Customer A   16%   14%
Customer B   15%   18%
Customer C   15%   16%
Customer D   10%   14%
Customer E   10%   4%

 

   Year Ended December 31 
   2025   2024   2023 
   % of Revenues 
Revenues            
Customer A   13%   13%   2%
Customer C   11%   10%   8%
Customer D   7%   15%   17%
Customer F   3%   6%   11%
Schedule of Long-Lived Assets by Geography Long-lived assets by Geography:
   December 31 
   2025   2024   2023 
   U.S. dollars in thousands 
             
Domestic (Israel)   8,657    9,482    4,419 
China   138    314    176 
USA   871    931    139 
Other   136    286    422 
    9,802    11,013    5,156 
v3.25.4
General (Details)
 1 Months Ended
Mar. 31, 2010
HDBaseT Licensing LLC [Member]  
General [Line Items]  
Interest rate 25.00%
v3.25.4
Summary of Significant Accounting Policies (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]      
Short-term deposits interest 4.30% 5.00%  
Percentage of monthly deposits 8.33%    
Sales commissions $ 357 $ 753 $ 482
Other assets 16 33  
Cash equivalents 27,863 35,423  
Short-term deposits $ 64,733 $ 95,532  
v3.25.4
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details)
Dec. 31, 2025
Computers and software [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 33.00%
Electronic and laboratory equipment [Member] | Minimum [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 10.00%
Electronic and laboratory equipment [Member] | Maximum [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 33.00%
Furniture and office equipment [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 7.00%
Production equipment [Member] | Minimum [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 20.00%
Production equipment [Member] | Maximum [Member]  
Schedule of Property and Equipment [Line Items]  
Property, plant and equipment, salvage value, percentage 50.00%
v3.25.4
Business Combination (Details) - USD ($)
 12 Months Ended
May 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Business Combination [Line Items]      
Cash consideration   $ 9,160,000  
Amount consideration $ 1,300,000    
Payments of completion development $ 1,500,000    
Amortized over a period   5 years 7 months 6 days  
Goodwill [1]   $ 1,847,000  
Amortization of tangible and intangible assets   $ 686  
WACC [Member]      
Business Combination [Line Items]      
Discount rate, percentage   25.30%  
Core Technology [Member]      
Business Combination [Line Items]      
Amortized over a period   5 years 7 months 6 days  
Amortized discount rate, percentage   25.30%  
Acroname [Member]      
Business Combination [Line Items]      
Percentage of acquire equity 100.00%    
Cash consideration $ 9,100,000    
Earnout payments $ 7,200,000    
Revenue   $ 3,359,000 $ 780,000
Audio Video Segment [Member]      
Business Combination [Line Items]      
Goodwill   $ 1,847,000  
[1] Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible for tax purposes. All of the $1,847 thousand of goodwill was assigned to a separate reporting unit within the CIB segment.
v3.25.4
Business Combination - Schedule of Fair Value of the Consideration Transferred to Acroname Shareholders (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Schedule of Fair Value of the Consideration Transferred to Acroname Shareholders [Abstract]  
Cash payment $ 9,160
Fair value of earnout liability 2,036 [1]
Total consideration $ 11,196
[1] The Company recorded earn out liability in connection with its business combination at fair value on the acquisition date.
v3.25.4
Business Combination - Schedule of Assets Acquired and Liabilities (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Schedule of Assets Acquired and Liabilities [Abstract]  
Cash and cash equivalents $ 1,360
Accounts Receivables 294
Inventory 2,635 [1]
Other current assets 123
Property and equipment 25
Operating lease right-of-use assets 650
Core Technology 4,653 [2]
Customer relationships 597 [3]
Goodwill 1,847 [4]
Total assets acquired 12,184
Operating leases liabilities (650)
Other liabilities (338)
Total liabilities assumed (988)
Net assets acquired $ 11,196
[1] The estimated fair value of the finished goods inventory was deriving from its cost value, as of the valuation date, with the addition of the gross profit of Acroname, and after deducting the direct selling expenses with relation to the inventory, and the marketing profit.
[2] The acquired company is deemed to have an underlying technology of a value, through its continued use or re-use in many products or many generations of a singular product (a product family). The fair value of Core Technology was estimated by applying the income approach, specifically the Multi Period Excess Earnings method. Core Technology is amortized over a period of 5.6 years. The discount rate for Acroname’s technology was estimated at 25.3% reflecting the WACC.
[3] The fair value of the Customer relationships was estimated by applying the income approach, specifically the distributor method. The Customer relationships are amortized over a period of 5.6 years. The discount rate for Acroname’s Customer relationships was estimated at 25.3% reflecting the WACC.
[4] Goodwill is primarily related to the workforce, expected synergies such as potential cost savings in operations as a result of the business combination as well as potential future development of the mutual development projects. The goodwill is deductible for tax purposes. All of the $1,847 thousand of goodwill was assigned to a separate reporting unit within the CIB segment.
v3.25.4
Business Combination - Schedule of Unaudited Pro-Forma (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Schedule of Unaudited Pro-Forma [Abstract]    
Revenues $ 60,703 $ 89,844
Net loss $ (36,035) $ (21,599)
v3.25.4
Inventories (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Inventories [Abstract]      
Inventories write-downs $ 115 $ 867 $ 1,097
v3.25.4
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Schedule of Inventories [Abstract]    
Work in process $ 5,008 $ 4,547
Finished goods 5,109 5,608
Total $ 10,117 $ 10,155
v3.25.4
Property and Equipment, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Property and Equipment, Net [Abstract]      
Depreciation expenses $ 1,824 $ 1,637 $ 1,632
v3.25.4
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 14,967 $ 13,797
Less: accumulated depreciation (12,066) (10,242)
Property and equipment, net 2,901 3,555
Electronic and laboratory equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 5,804 5,575
Furniture and office equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 418 418
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,261 726
Production equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,239 1,840
Computers and software [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 5,245 4,933
Advances on account of property and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 305
v3.25.4
Leases (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
m²
Dec. 31, 2024
USD ($)
Leases [Line Items]    
Lease terms 3 years  
Monthly rent payment $ 1,899 $ 1,886
Option to extend lease period, description This amendment also provides the Company with an option to extend the lease period by additional two years until February 28, 2031.  
Vehicles [Member]    
Leases [Line Items]    
Monthly rent payment $ 32  
Building [Member]    
Leases [Line Items]    
Monthly rent payment $ 26  
Office space (in Square Meters) | m² 5,500  
Renewal Option [Member]    
Leases [Line Items]    
Monthly rent payment $ 139  
v3.25.4
Leases - Schedule of Lease Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Lease Costs [Abstract]      
Fixed Payment $ 2,095 $ 2,088  
Operating cash flows for operating leases 1,899 1,886  
Operating lease liabilities arising from obtaining operating right-of-use assets 673 6,094 $ 398
Operating lease right-of-use assets 6,901 7,458  
Current maturities of operating leases 1,526 975  
Non-current operating leases 6,717 6,645  
Total operating lease liabilities $ 8,243 $ 7,620  
Weighted average remaining lease term 4 years 7 months 24 days 5 years 9 months 3 days  
Weighted annual average discount rate 11.58% 11.65%  
v3.25.4
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Schedule of Maturities of Operating Lease Liabilities [Abstract]    
2026 $ 2,304  
2027 2,211  
2028 1,955  
2029 and forward 4,056  
Total operating lease payments 10,526  
Less: imputed interest (2,283)  
Present value of lease liabilities $ 8,243 $ 7,620
v3.25.4
Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Intangible Assets [Abstract]    
Amortization expenses of intangible assets $ 941 $ 548
v3.25.4
Intangible Assets - Schedule of Identifiable Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Cost:    
Finite-Lived intangible assets, gross $ 5,250 $ 5,250
Less - accumulated amortization 1,488 548
Intangible assets, net $ 3,762 4,702
Core technology [Member]    
Cost:    
Finite-Lived Intangible Asset, Useful Life 5 years 6 months 29 days  
Finite-Lived intangible assets, gross $ 4,653 4,653
Customer relationships [Member]    
Cost:    
Finite-Lived Intangible Asset, Useful Life 5 years 6 months 29 days  
Finite-Lived intangible assets, gross $ 597 $ 597
v3.25.4
Intangible Assets - Schedule of Amortization of Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Schedule of Amortization of Intangible Assets [Abstract]    
2026 $ 941  
2027 941  
2028 941  
2029 939  
Total $ 3,762 $ 4,702
v3.25.4
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Schedule of Other Current Liabilities [Abstract]    
Accrued vacation $ 3,707 $ 3,166
Taxes payable 347 31
Estimated accrual for a certain batch production incident 1,726 2,182
Derivative liabilities 605
Accrued expenses 1,274 1,738
Revenue Earnout payables 1,962
Other 114 662
Other current liabilities $ 9,130 $ 8,384
v3.25.4
Forfeiture Shares (Details) - shares
 12 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Dec. 31, 2025
Forfeiture Shares [Line Items]      
Shares of received percentage     35.00%
Common Stock [Member]      
Forfeiture Shares [Line Items]      
Number of ordinary shares received subject to forfeiture     2,875,000
Common Stock [Member] | PTK Sponsor [Member]      
Forfeiture Shares [Line Items]      
Number of ordinary shares received subject to forfeiture     1,006,250
Common Stock [Member]      
Forfeiture Shares [Line Items]      
Ordinary shares forfeited 359,375 646,875  
v3.25.4
Forfeiture Shares - Schedule of Fair Value of Forfeited Shares (Details)
 12 Months Ended
Dec. 31, 2024
$ / shares
Schedule of Fair Value of Forfeited Shares [Line Items]  
Stock price (in Dollars per share) $ 2.6
Expected term (years) 9 months
Expected volatility 63.84%
Risk-free interest rate 4.20%
v3.25.4
Forfeiture Shares - Schedule of Changes in Fair Value of Forfeited Shares (Details) - Level 3 [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Changes in Fair Value of Forfeited Shares [Line Items]      
Balance at beginning of year $ 1 $ 38 $ 1,751
Changes in fair value (1) (37) (1,713)
Balance at end of year $ 1 $ 38
v3.25.4
Earnout Liability (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
percent
Dec. 31, 2024
percent
Earnout Liability [Line Items]    
Earn out payments (in Dollars) | $ $ 7,200  
Earn out payments on development (in Dollars) | $ 1,500  
Revenues earnout paid (in Dollars) | $ $ 1,962  
Measurement Input, Discount Rate [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input | percent 13.22  
Measurement Input, Discount Rate [Member] | Minimum [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input | percent   20.7
Measurement Input, Discount Rate [Member] | Maximum [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input | percent   22.8
Measurement Input, Expected Term [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input 0.5  
Measurement Input, Expected Term [Member] | Minimum [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input   1
Measurement Input, Expected Term [Member] | Maximum [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input   1.5
Expected volatility [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input   48.09
Risk-free Interest Rate [Member] | Monte-Carlo simulation [Member]    
Earnout Liability [Line Items]    
Earnout liability key assumptions input   4.16
v3.25.4
Earnout Liability - Schedule of Fair Value Measurement is Estimated Utilizing Level 3 Inputs (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Schedule of Fair Value Measurement is Estimated Utilizing Level 3 Inputs [Line Items]    
Fair value at the beginning of the year $ 2,413
Initial recognition of earnout liability 2,036
Reclassification of Revenues Earnout to other current liabilities (1,962)
Change in fair value of earnout liability (169) 377
Fair value at the end of the year $ 282 $ 2,413
v3.25.4
Commitments and Contingent Liabilities (Details)
$ / shares in Units, € in Thousands, $ in Thousands
 1 Months Ended 12 Months Ended
Sep. 30, 2025
USD ($)
Jun. 30, 2025
USD ($)
Sep. 10, 2024
EUR (€)
Oct. 31, 2025
USD ($)
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Commitments and Contingent Liabilities [Line Items]              
Additional royalties (in Dollars per share) | $ / shares         $ 0.1    
Royalties’ expenses         $ 588 $ 412 $ 725
Purchase obligation         5,333 8,044  
Non-paid purchase obligation         5,015 2,349  
Cost claim letter     € 2,096     $ 2,182  
Provision value   $ 323     412    
Payable to customer       $ 1,726      
Retention amount       $ 250 250    
Insurance Recovery Asset Recognized Amount $ 1,476       1,476    
Provision amount         $ 1,726    
Minimum [Member]              
Commitments and Contingent Liabilities [Line Items]              
Net revenues percentage         0.25%    
Maximum [Member]              
Commitments and Contingent Liabilities [Line Items]              
Net revenues percentage         (3.50%)    
v3.25.4
Derivatives and Hedging (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Derivatives and Hedging [Abstarct]    
Foreign currency profit $ 781 $ 117
Cost of revenue 95 3
Research and development 1,283 49
Sales and marketing 429 15
General and administrative expenses $ 301 $ 9
v3.25.4
Derivatives and Hedging - Schedule of Outstanding Forward Contracts Not Designated as Hedging Instruments with Notional Amounts Equivalent (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Outstanding Forward Contracts Not Designated as Hedging Instruments with Notional Amounts Equivalent [Line Items]      
Fair value of derivatives assets $ 2 $ 1  
Fair value of derivatives liabilities 605  
Net realized and unrealized loss, excluding the underlying foreign currency exposure being hedged $ (651) (609)
Net realized and unrealized loss, excluding the underlying foreign currency exposure being hedged Financial income, net    
Israeli Shekel / U.S. Dollar [Member]      
Schedule of Outstanding Forward Contracts Not Designated as Hedging Instruments with Notional Amounts Equivalent [Line Items]      
Currency hedged $ 311 $ 20,038  
v3.25.4
Derivatives and Hedging - Schedule of Notional Amount and Fair Value of Outstanding Derivatives (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Schedule of Notional Amount and Fair Value of Outstanding Derivatives [Abstract]    
Notional amount of foreign currency contracts $ 10,921 $ 20,061
Fair value of foreign currency contracts $ 429 $ 601
v3.25.4
Derivatives and Hedging - Schedule of Change in Accumulated Other Comprehensive Income Relating to Gains on Derivatives (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Schedule of Change in Accumulated Other Comprehensive Income Relating to Gains on Derivatives [Abstract]    
Other comprehensive income (loss) before reclassifications $ 1,936 $ 677
Amounts reclassified out of accumulated other comprehensive income [1] (2,108) (76)
Other comprehensive income (loss), net $ (172) $ 601
[1] Amounts of gains reclassified from other comprehensive income into profit or loss are recorded in cost of revenue and operating expenses. In the Year ended December 31, 2025, $95 thousand, $1,283 thousand, $429 thousand and $301 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively. In the Year ended December 31, 2024, $3 thousand, $49 thousand, $15 thousand and $9 thousand were recorded in cost of revenue, research and development, sales and marketing and general and administrative expenses, respectively.
v3.25.4
Shareholders Equity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Feb. 11, 2025
Dec. 27, 2024
Shareholders Equity [Line Items]        
Price per share (in Dollars per share) $ 0.1      
Number of trading days 30 days      
Aggregate amount (in Dollars)     $ 15,000 $ 10,000
Total consideration (in Dollars) $ 23,393 $ 1,613    
Issued share 6,151,225      
PTK Warrants [Member]        
Shareholders Equity [Line Items]        
Number of warrants 18,160,000      
Public Warrants [Member]        
Shareholders Equity [Line Items]        
Number of warrants 5,750,000      
Number of warrants 11,500,000      
Each warrants 11,500,000      
Price per share (in Dollars per share) $ 11.5      
Price per warrant (in Dollars per share) 0.01      
Sale price per share (in Dollars per share) $ 18      
Number of trading days 20 days      
Private Warrants [Member]        
Shareholders Equity [Line Items]        
Number of warrants 6,660,000      
Each warrants 6,660,000      
Convertible into ordinary shares 3,330,000      
Buyback [Member]        
Shareholders Equity [Line Items]        
Share repurchased 3,302,194      
Second Buyback [Member]        
Shareholders Equity [Line Items]        
Share repurchased 6,151,225      
Total consideration (in Dollars) $ 15,000      
Buyback [Member]        
Shareholders Equity [Line Items]        
Share repurchased   625,682    
Total consideration (in Dollars) $ 10,000 $ 1,600    
Ordinary Shares [Member]        
Shareholders Equity [Line Items]        
Share repurchased 8,827,737 625,682    
Total consideration (in Dollars)    
Ordinary Shares [Member] | Buy Back And Second Buy Back [Member]        
Shareholders Equity [Line Items]        
Share repurchased 9,453,419      
Ordinary Shares [Member] | Second Buyback [Member]        
Shareholders Equity [Line Items]        
Total consideration (in Dollars) $ 25,000      
v3.25.4
Stock-Based Compensation (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Stock-Based Compensation [Line Items]      
Ordinary shares reserved for issuance 8,866,374 5,208,032  
Number of ordinary shares 6,151,225    
Vested shares   1,210,661  
Recorded expenses (in Dollars)   $ 136,000  
Unrecognized compensation costs (in Dollars) $ 4,709,000    
Recognized over a weighted-average period 3 years 3 months    
Options granted 6,786,385    
Weighted-average fair value of options (in Dollars per share) $ 2.78 $ 2.36 $ 3.76
Total intrinsic value (in Dollars) $ 1,677 $ 2,255 $ 9,390,000
Related Party [Member]      
Stock-Based Compensation [Line Items]      
Options granted     300,750
Related Party [Member]      
Stock-Based Compensation [Line Items]      
Options granted 5,886,385 479,505  
RSU’s [Member]      
Stock-Based Compensation [Line Items]      
Recognized over a weighted-average period 2 years 4 months 17 days    
Unrecognized compensation cost related to unvested RSUs (in Dollars) $ 19,837,000    
RSU's granted 4,797,929    
RSU’s [Member] | Related Party [Member]      
Stock-Based Compensation [Line Items]      
RSU's granted 610,449 871,061 548,849
Stock Incentive Plans [Member]      
Stock-Based Compensation [Line Items]      
Number of ordinary shares 44,740,618 35,874,244  
Stock Options [Member]      
Stock-Based Compensation [Line Items]      
Number of outstanding options not yet vested 5,106,333    
Unrecognized compensation costs (in Dollars) $ 3,347,000    
Recognized over a weighted-average period 3 years 5 months 4 days    
Vesting Date [Member]      
Stock-Based Compensation [Line Items]      
Vesting percentage 25.00%    
Vesting Date [Member] | RSU’s [Member]      
Stock-Based Compensation [Line Items]      
Vesting percentage 25.00%    
Minimum [Member]      
Stock-Based Compensation [Line Items]      
Stock options term 7 years    
Maximum [Member]      
Stock-Based Compensation [Line Items]      
Stock options term 10 years    
v3.25.4
Stock-Based Compensation - Schedule of Share Option Plan (Details)
 12 Months Ended
Dec. 31, 2025
$ / shares
shares
Schedule of Share Option Plan [Abstract]  
Number of Options outstanding at the beginning of the year | shares 10,569,170
Weighted-Average Exercise price, Options outstanding at the beginning of the year | $ / shares $ 1.07
Number of Options, Granted during the year | shares 6,786,385
Weighted- Average Exercise price, Granted during the year | $ / shares $ 2.78
Number of Options, Exercised during the year | shares (1,262,732)
Weighted- Average Exercise price, Exercised during the year | $ / shares $ 0.72
Number of Options, Expired during the year | shares (108,324)
Weighted- Average Exercise price, Expired during the year | $ / shares $ 0.45
Number of Options, Forfeited during the year | shares (126,643)
Weighted- Average Exercise price, Forfeited during the year | $ / shares $ 3.27
Number of Options outstanding at the end of the year | shares 15,857,856
Weighted-Average Exercise price, Outstanding at the end of the year | $ / shares $ 1.81
Number of Options, exercisable at year-end | shares 9,188,779
Weighted- Average Exercise price, options exercisable at year-end | $ / shares $ 1.1
v3.25.4
Stock-Based Compensation - Schedule of Information about Share Options Outstanding (Details)
$ / shares in Units, shares in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
shares
Range of Exercise Prices [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Number outstanding (in Shares) | shares 8,288,280
Outstanding, Weighted average remaining contractual term 3 years 3 months 21 days
Outstanding, Weighted average exercise price $ 820
Outstanding, Aggregate intrinsic value (in Dollars) | $ $ 4,982
Exercisable, Number Exercisable (in Shares) | shares 8,281,591
Exercisable, Weighted average remaining contractual term 3 years 3 months 18 days
Exercisable, Weighted Average exercise price $ 820
Exercisable, Aggregate intrinsic value (in Dollars) | $ $ 4,979,000
Range of Exercise Prices Two [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 1.87
Outstanding, Number outstanding (in Shares) | shares 3,313
Outstanding, Weighted average remaining contractual term 5 years 10 days
Outstanding, Weighted average exercise price $ 1,870
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 3,313
Exercisable, Weighted average remaining contractual term 5 years 10 days
Exercisable, Weighted Average exercise price $ 1,870
Range of Exercise Prices Three [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Number outstanding (in Shares) | shares 2,405,710
Outstanding, Weighted average remaining contractual term 6 years 11 months 4 days
Outstanding, Weighted average exercise price $ 2,000
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 23,212
Exercisable, Weighted average remaining contractual term 5 years 9 months
Exercisable, Weighted Average exercise price $ 2,130
Range of Exercise Prices Four [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 2.27
Outstanding, Number outstanding (in Shares) | shares 1,224,460
Outstanding, Weighted average remaining contractual term 6 years 5 months 26 days
Outstanding, Weighted average exercise price $ 2,270
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 3,913
Exercisable, Weighted average remaining contractual term 6 years 8 months 4 days
Exercisable, Weighted Average exercise price $ 2,270
Range of Exercise Prices Five [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Number outstanding (in Shares) | shares 839,011
Outstanding, Weighted average remaining contractual term 5 years 7 months 2 days
Outstanding, Weighted average exercise price $ 2,400
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 531,933
Exercisable, Weighted average remaining contractual term 5 years 5 months 8 days
Exercisable, Weighted Average exercise price $ 2,400
Exercisable, Aggregate intrinsic value (in Dollars) | $
Range of Exercise Prices Six [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 3.25
Outstanding, Number outstanding (in Shares) | shares 1,350,000
Outstanding, Weighted average remaining contractual term 6 years 11 months 15 days
Outstanding, Weighted average exercise price $ 3,250
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Aggregate intrinsic value (in Dollars) | $
Range of Exercise Prices Seven [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 4.25
Outstanding, Number outstanding (in Shares) | shares 1,350,000
Outstanding, Weighted average remaining contractual term 6 years 11 months 15 days
Outstanding, Weighted average exercise price $ 4,250
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Aggregate intrinsic value (in Dollars) | $
Range of Exercise Prices Eight [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 4.99
Outstanding, Number outstanding (in Shares) | shares 182,395
Outstanding, Weighted average remaining contractual term 4 years 14 days
Outstanding, Weighted average exercise price $ 4,990
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 147,630
Exercisable, Weighted average remaining contractual term 4 years 14 days
Exercisable, Weighted Average exercise price $ 4,990
Exercisable, Aggregate intrinsic value (in Dollars) | $
Range of Exercise Prices Nine [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 5.36
Outstanding, Number outstanding (in Shares) | shares 140,000
Outstanding, Weighted average remaining contractual term 350 years
Outstanding, Weighted average exercise price $ 5,360
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 122,500
Exercisable, Weighted average remaining contractual term 3 years 6 months
Exercisable, Weighted Average exercise price $ 5,360
Range of Exercise Prices Ten [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 7.58
Outstanding, Number outstanding (in Shares) | shares 71,150
Outstanding, Weighted average remaining contractual term 3 years 14 days
Outstanding, Weighted average exercise price $ 7,580
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 71,150
Exercisable, Weighted average remaining contractual term 3 years 14 days
Exercisable, Weighted Average exercise price $ 7,580
Range of Exercise Prices Eleven [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 9.07
Outstanding, Number outstanding (in Shares) | shares 3,537
Outstanding, Weighted average remaining contractual term 2 years 11 months 15 days
Outstanding, Weighted average exercise price $ 9,070.00
Outstanding, Aggregate intrinsic value (in Dollars) | $
Exercisable, Number Exercisable (in Shares) | shares 3,537
Exercisable, Weighted average remaining contractual term 2 years 11 months 15 days
Exercisable, Weighted Average exercise price $ 9,070.00
Minimum [Member] | Range of Exercise Prices [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices lower range limit 0.15
Minimum [Member] | Range of Exercise Prices Three [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices lower range limit 2
Minimum [Member] | Range of Exercise Prices Five [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices lower range limit 2.39
Maximum [Member] | Range of Exercise Prices [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit 0.86
Maximum [Member] | Range of Exercise Prices Three [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit 2.13
Maximum [Member] | Range of Exercise Prices Five [Member]  
Schedule of Information about Share Options Outstanding [Line Items]  
Outstanding, Range of exercise prices upper range limit $ 2.41
v3.25.4
Stock-Based Compensation - Schedule of Fair Value of Stock-Based Compensation Awards (Details)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Stock-Based Compensation - Schedule of Fair Value of Stock-Based Compensation Awards (Details) [Line Items]    
Expected dividend rate 0.00% 0.00%
Minimum [Member]    
Stock-Based Compensation - Schedule of Fair Value of Stock-Based Compensation Awards (Details) [Line Items]    
Expected term 4 years 4 years
Expected volatility 59.63% 57.53%
Risk-free rate 3.62% 3.55%
Maximum [Member]    
Stock-Based Compensation - Schedule of Fair Value of Stock-Based Compensation Awards (Details) [Line Items]    
Expected term 5 years 5 years
Expected volatility 65.99% 58.56%
Risk-free rate 4.36% 3.92%
v3.25.4
Stock-Based Compensation - Schedule of Classification of Stock Options Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Classification of Stock Options Expenses [Line Items]      
Total stock-based compensation -Stock Options $ 1,468 $ 2,919 $ 5,102
Cost of revenue [Member]      
Schedule of Classification of Stock Options Expenses [Line Items]      
Total stock-based compensation -Stock Options 81 173 183
Research and development [Member]      
Schedule of Classification of Stock Options Expenses [Line Items]      
Total stock-based compensation -Stock Options 334 963 1,158
Sales and marketing [Member]      
Schedule of Classification of Stock Options Expenses [Line Items]      
Total stock-based compensation -Stock Options 172 829 1,120
General and administrative [Member]      
Schedule of Classification of Stock Options Expenses [Line Items]      
Total stock-based compensation -Stock Options $ 881 $ 954 $ 2,641
v3.25.4
Stock-Based Compensation - Schedule of Company’s RSU’s (Details) - RSU’s [Member]
 12 Months Ended
Dec. 31, 2025
$ / shares
shares
Schedule of Company’s RSU’s [Line Items]  
Number of RSUs outstanding at the beginning of the year | shares 8,827,092
Weighted-Average Grant Date Fair Value, RSUs outstanding at the beginning of the year | $ / shares $ 3.13
Number of RSUs, Granted during the year | shares 4,797,929
Weighted-Average Grant Date Fair Value, Granted during the year | $ / shares $ 2.99
Number of RSUs, Vested during the year | shares (4,272,856)
Weighted-Average Grant Date Fair Value, Vested during the year | $ / shares $ 3.36
Number of RSUs, Forfeited during the year | shares (749,848)
Weighted-Average Grant Date Fair Value, Forfeited during the year | $ / shares $ 2.99
Number of RSUs, Outstanding at the end of the year | shares 8,602,317
Weighted-Average Grant Date Fair Value, Outstanding at the end of the year | $ / shares $ 2.95
v3.25.4
Stock-Based Compensation - Schedule of Classification of RSU's Expenses (Details) - RSUs [Member] - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Classification of RSU's Expenses [Line Items]      
Total stock-based compensation-RSUs $ 15,072 $ 12,199 $ 9,924
Cost of revenue [Member]      
Schedule of Classification of RSU's Expenses [Line Items]      
Total stock-based compensation-RSUs 963 785 606
Research and development [Member]      
Schedule of Classification of RSU's Expenses [Line Items]      
Total stock-based compensation-RSUs 7,304 6,050 5,141
Sales and marketing [Member]      
Schedule of Classification of RSU's Expenses [Line Items]      
Total stock-based compensation-RSUs 3,782 3,049 2,399
General and administrative [Member]      
Schedule of Classification of RSU's Expenses [Line Items]      
Total stock-based compensation-RSUs $ 3,023 $ 2,315 $ 1,778
v3.25.4
Financial Income, Net - Schedule of Financial Income, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Financial Income, Net [Abstract]      
Foreign currency exchange differences $ (818) $ (660) $ (1,078)
Realized and unrealized losses on derivative instruments (651) (609)
Interest income on short-term deposits 4,198 6,121 6,669
Other (109) (57) 46
Total financial income, net $ 2,620 $ 4,795 $ 5,637
v3.25.4
Net Loss Per Ordinary Share - Schedule of Basic and Diluted Net Loss Per Ordinary Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Numerator:      
Net loss $ (31,583) $ (36,583) $ (19,661)
Denominator:      
Weighted average common shares and vested RSUs – basic 103,142,173 105,477,191 101,985,939
Weighted average common shares and vested RSUs – diluted 103,142,173 105,477,191 101,985,939
Basic net loss per common share $ (0.31) $ (0.35) $ (0.19)
Diluted net loss per common share $ (0.31) $ (0.35) $ (0.19)
v3.25.4
Net Loss Per Ordinary Share - Schedule of Weighted-Average Ordinary Shares of Securities (Details) - shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Options [Member]      
Schedule of Weighted-Average Ordinary Shares of Securities [Line Items]      
Antidilutive securities excluded from computation of diluted net income (loss) per common share 11,404,264 10,948,057 12,233,173
Restricted Stock Units [Member]      
Schedule of Weighted-Average Ordinary Shares of Securities [Line Items]      
Antidilutive securities excluded from computation of diluted net income (loss) per common share 10,635,082 7,134,703 5,844,514
Private Warrants [Member]      
Schedule of Weighted-Average Ordinary Shares of Securities [Line Items]      
Antidilutive securities excluded from computation of diluted net income (loss) per common share 3,330,000 3,330,000 3,330,000
Public Warrants [Member]      
Schedule of Weighted-Average Ordinary Shares of Securities [Line Items]      
Antidilutive securities excluded from computation of diluted net income (loss) per common share 5,750,000 5,750,000 5,750,000
Forfeiture Shares [Member]      
Schedule of Weighted-Average Ordinary Shares of Securities [Line Items]      
Antidilutive securities excluded from computation of diluted net income (loss) per common share 269,531 682,813 1,006,250
v3.25.4
Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Income Taxes [Line Items]      
Statutory tax rate in Israel 23.00% 23.00% 23.00%
Carry forward loss subject to limitation, description carry forward loss is subject to the 382 limitation and has no expiration date.    
Valuation allowance (in Dollars) $ 45,820 $ 39,876  
Change in valuation allowance (in Dollars) $ (5,944) (7,282) $ (1,042)
Percentage of tax benefit 50.00%    
Israel Tax Authority [Member]      
Income Taxes [Line Items]      
Statutory tax rate in Israel 23.00%    
Carry forward loss (in Dollars) $ 124,000,000 $ 107,000,000 $ 93,000,000
Internal Revenue Service (IRS) [Member]      
Income Taxes [Line Items]      
Statutory tax rate in Israel 21.00%    
California Franchise Tax Board [Member]      
Income Taxes [Line Items]      
State tax rate 8.84%    
Minnesota Tax Authority [Member]      
Income Taxes [Line Items]      
State tax rate 9.80%    
Texas State Tax Authority [Member]      
Income Taxes [Line Items]      
State tax rate 0.75%    
Colorado State Tax Authority [Member]      
Income Taxes [Line Items]      
State tax rate 4.40%    
California Franchise Tax Board [Member]      
Income Taxes [Line Items]      
Carry forward loss (in Dollars) $ 3,500,000    
National Tax Agency, Japan [Member]      
Income Taxes [Line Items]      
Statutory tax rate in Israel 36.00%    
Federal Ministry of Finance, Germany [Member]      
Income Taxes [Line Items]      
Statutory tax rate in Israel 30.00%    
State Administration of Taxation, China [Member]      
Income Taxes [Line Items]      
Statutory tax rate in Israel 5.00%    
v3.25.4
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Income (Loss) Before Income Taxes [Abstract]      
Domestic (Israel) $ (30,743) $ (35,290) $ (20,291)
Foreign (691) (1,220) 724
LOSS BEFORE INCOME TAXES $ (31,434) $ (36,510) $ (19,567)
v3.25.4
Income Taxes - Schedule of Income Tax Expenses (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Income Tax Expenses [Line Items]      
Domestic (Israel) $ 115 $ 58 $ 45
Foreign 43 38 67
Income tax expenses 158 96 112
Domestic (Israel) 48 44 252
Total 163 122 293
Current:      
Total 158 96 112
Domestic
Foreign
Total
USA [Member]      
Schedule of Income Tax Expenses [Line Items]      
Foreign 47 19 4
Japan [Member]      
Schedule of Income Tax Expenses [Line Items]      
Foreign 62 52 30
Other Countries [Member]      
Schedule of Income Tax Expenses [Line Items]      
Foreign $ 6 $ 7 $ 7
v3.25.4
Income Taxes - Schedule of Reconciliation of Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Reconciliation of Income Tax Expense [Abstract]      
IL Statutory Tax Rate, Amount $ (7,230) $ (8,397) $ (4,500)
IL Statutory Tax Rate, percentage 23.00% 23.00% 23.00%
Foreign Tax Effect, Amount $ 199 $ 318 $ (60)
Foreign Tax Effect, percentage (0.60%) (0.90%) 0.30%
Changes in Valuation Allowance, Amount $ 6,224 $ 7,462 $ 3,819
Changes in Valuation Allowance, percentage (19.80%) (20.40%) (19.50%)
Share-based payment awards, Amount $ 798 $ 671 $ 1,174
Share-based payment awards, percentage (2.50%) (1.80%) (6.00%)
Forfeiture Shares, Amount $ (394)
Forfeiture Shares, percentage 2.00%
Other, Amount $ 23 $ 16 $ 28
Other, percentage (0.10%) 0.00% (0.10%)
Other Adjustments, Amount $ 144 $ 26 $ 45
Other Adjustments, percentage (0.50%) (0.10%) (0.20%)
Effective Tax Rate, Amount $ 158 $ 96 $ 112
Effective Tax Rate, percentage (0.50%) (0.30%) (0.60%)
v3.25.4
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Deferred tax assets:    
Tax loss carryforwards $ 29,196 $ 28,453
Research and development 7,612 5,617
Employee and payroll accrued expenses 788 701
Operating lease liabilities 1,788 1,545
Share-based compensation 7,824 4,974
Derivative liabilities 139
Intangible assets 196 72
Other 38 37
Total deferred tax assets 47,442 41,538
Deferred tax liabilities:    
Goodwill 41 15
Derivative assets 99 138
Operating lease right-of-use assets 1,482 1,509
Total deferred tax liabilities 1,622 1,662
Total deferred tax assets, net 45,820 39,876
Less valuation allowance for deferred tax assets (45,820) (39,876)
Deferred tax assets
v3.25.4
Segment and Revenue by Geography and By Major Customer (Details)
 12 Months Ended
Dec. 31, 2025
Segment and Revenue by Geography and By Major Customer (Details) [Line Items]  
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description The chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer, 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.
Number of reportable segments 2
Number operating segments 2
Chief Executive Officer  
Segment and Revenue by Geography and By Major Customer (Details) [Line Items]  
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] Chief Executive Officer
v3.25.4
Segment and Revenue by Geography and By Major Customer - Schedule of Evaluating Financial Performance and Allocating Resources (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Evaluating Financial Performance and Allocating Resources [Line Items]      
Revenues $ 70,625 $ 57,859 $ 84,161
Cost of revenues (26,540) (23,582) (31,569)
Gross profit 44,085 34,277 52,592
Research and development expenses 42,655 40,475 48,171
Sales and marketing expenses 21,390 18,302 17,314
General and administrative expenses 14,264 16,465 14,024
Change in earnout liability (169) 377
Segment operating profit (loss) (34,055) (41,342) (26,917)
Change in fair value of Forfeiture Shares 1 37 1,713
Financial income, net 2,620 4,795 5,637
Loss before taxes on income (31,434) (36,510) (19,567)
Depreciation and Amortization expenses 2,980 2,546 1,632
Stock-based compensation 16,540 15,118 15,026
CIB [Member]      
Schedule of Evaluating Financial Performance and Allocating Resources [Line Items]      
Revenues 51,655 36,291 57,411
Cost of revenues (16,493) (10,536) (13,149)
Gross profit 35,162 25,755 44,262
Research and development expenses 28,634 23,795 25,620
Sales and marketing expenses 12,025 8,936 7,410
General and administrative expenses 8,911 7,922 7,062
Change in earnout liability (169) 377  
Segment operating profit (loss) (14,239) (15,275) 4,170
Depreciation and Amortization expenses 2,095 1,619 816
Stock-based compensation 9,072 6,927 6,928
Automotive [Member]      
Schedule of Evaluating Financial Performance and Allocating Resources [Line Items]      
Revenues 18,970 21,568 26,750
Cost of revenues (10,047) (13,046) (18,420)
Gross profit 8,923 8,522 8,330
Research and development expenses 14,021 16,680 22,551
Sales and marketing expenses 9,365 9,366 9,904
General and administrative expenses 5,353 8,543 6,962
Change in earnout liability  
Segment operating profit (loss) (19,816) (26,067) (31,087)
Depreciation and Amortization expenses 885 927 816
Stock-based compensation $ 7,468 $ 8,191 $ 8,098
v3.25.4
Segment and Revenue by Geography and By Major Customer - Schedule of Revenue by Geography, Based on the Customers (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues $ 70,625 $ 57,859 $ 84,161
Domestic (Israel) [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 470 696 3,086
China [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 10,612 9,328 9,578
Hong Kong [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 9,134 5,630 7,211
Portugal [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 9,181 7,768 1,386
United States [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 9,640 7,723 7,330
Germany [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 2,595 2,423 8,347
Hungary [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues 9,023 12,634 21,126
Other [Member]      
Schedule of Revenue by Geography, Based on the Customers [Line Items]      
Revenues $ 19,970 $ 11,657 $ 26,097
v3.25.4
Segment and Revenue by Geography and By Major Customer - Schedule of Supplemental Data - Major Customers (Details) - Customer Concentration Risk [Member]
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Customer A [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 16.00% 14.00%  
Customer A [Member] | Revenue Benchmark [Member]      
Concentration Risk [Line Items]      
Concentration percentage 13.00% 13.00% 2.00%
Customer B [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 15.00% 18.00%  
Customer C [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 15.00% 16.00%  
Customer C [Member] | Revenue Benchmark [Member]      
Concentration Risk [Line Items]      
Concentration percentage 11.00% 10.00% 8.00%
Customer D [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 10.00% 14.00%  
Customer D [Member] | Revenue Benchmark [Member]      
Concentration Risk [Line Items]      
Concentration percentage 7.00% 15.00% 17.00%
Customer E [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 10.00% 4.00%  
Customer F [Member] | Revenue Benchmark [Member]      
Concentration Risk [Line Items]      
Concentration percentage 3.00% 6.00% 11.00%
v3.25.4
Segment and Revenue by Geography and By Major Customer - Schedule of Long-Lived Assets by Geography (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Schedule of Long Lived Assets by Geography [Abstract]      
Long lived assets $ 9,802 $ 11,013 $ 5,156
Domestic (Israel) [Member]      
Schedule of Long Lived Assets by Geography [Abstract]      
Long lived assets 8,657 9,482 4,419
China [Member]      
Schedule of Long Lived Assets by Geography [Abstract]      
Long lived assets 138 314 176
USA [Member]      
Schedule of Long Lived Assets by Geography [Abstract]      
Long lived assets 871 931 139
Other [Member]      
Schedule of Long Lived Assets by Geography [Abstract]      
Long lived assets $ 136 $ 286 $ 422
v3.25.4
Related Party Transactions (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Related Party Transactions [Line Items]      
Granted stock options 6,786,385    
Weighted average exercise price (in Dollars per share) $ 2.78    
Fair value of the stock options (in Dollars) $ 1,760    
Recognized over a vesting period 1-4-years vesting period    
RSU [Member]      
Related Party Transactions [Line Items]      
Fair value of the stock options (in Dollars) $ 4,292    
Recognized over a vesting period 1-4-years vesting period    
Chief Executive Officer [Member]      
Related Party Transactions [Line Items]      
Granted stock options 5,886,385 479,505 300,750
Weighted average exercise price (in Dollars per share) $ 2.85 $ 2.36 $ 3.76
Chief Executive Officer [Member] | RSU [Member]      
Related Party Transactions [Line Items]      
Granted stock options 610,449 871,061 548,849
New CEO [Member]      
Related Party Transactions [Line Items]      
Granted stock options 4,000,000    
v3.25.4
Subsequent Events (Details) - Subsequent Event [Member] - shares
Jan. 01, 2026
Jan. 28, 2026
Subsequent Events [Line Items]    
Ordinary shares 5,152,834  
Percentage of workforce reduction   10.00%