Valens Semiconductor, Market Leader in High-Speed Connectivity, to Become Public Company and List on NYSE

HOD HASHARON, Israel and NEW YORK, May 25, 2021 - Valens, a premier provider of high-speed connectivity solutions for the audio-video and automotive markets, and PTK Acquisition Corp. (NYSE: PTK.U) ("PTK"), a special purpose acquisition company, today announced they have entered into a definitive business combination agreement. The combined company will be called Valens and will trade on the New York Stock Exchange under the symbol "VLN" following the close of the transaction.

Gideon Ben-Zvi, CEO of Valens said, "Valens sets the bar in every industry we touch. Our chipsets are in high volume production with several leading automotive Tier-1s and are currently on the road in Daimler vehicles. The automotive market presents an immense opportunity that will continue to grow as OEMs introduce new vehicles with far more sensors and displays than ever before. Valens' upcoming standard-compliant chipsets are poised to revolutionize the global automotive industry with connectivity solutions for infotainment applications, ADAS systems and autonomous driving. In audio-video, our HDBaseT technology is a leading standard for long-range connectivity and is embedded into thousands of products from top-brand manufacturers."

Valens chipsets transmit video and data at industry-leading multi-gigabit bandwidth over long-reach, space-efficient wiring infrastructure, guaranteeing error-free links with zero latency – all at the lowest total system cost.

Valens' superior technology has enabled the company to set industry standards across markets. In automotive, Valens is driving the next stages in the evolution of advanced driver-assistance systems (ADAS) and autonomous driving, which require an ever-increasing number of mission-critical sensors in the vehicle. Valens' high-speed connectivity is a leading solution for safety and reliably handling the massive amounts of data generated by these sensors. As a result, the company's technology was selected as the baseline for MIPI A-PHY, the new global automotive video connectivity standard, giving the company a significant first-mover advantage.

In audio-video, Valens is a market leader in long-reach connectivity, where its HDBaseT technology is a leading industry standard. This established business is experiencing strong growth fueled by a surge in demand for video conferencing, hybrid education, and remote healthcare.

Peter Kuo, CEO of PTK Acquisition Corp., stated, "With Valens, PTK identified a rare opportunity to combine with a company that is defining the future of connectivity and is validated by multiple industry standards. With a proven track record of success, Valens is public company ready, with a large addressable market, marquee customers, and a compelling business model with a high degree of revenue visibility. We are thrilled to partner with Valens' best-in-class management team as they leverage the capital from this transaction to fuel sustained growth and success."

Transaction Overview
The Board of Directors of each of Valens and PTK have unanimously approved the transaction. The transaction requires the approval of the stockholders of PTK and Valens and is subject to customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission ("SEC"). The transaction is expected to close in the fall of 2021.

The transaction is expected to deliver approximately $240 million of gross proceeds, including up to $115 million of cash held in PTK's trust account (assuming no redemptions) and $125 million from a fully subscribed PIPE offering led by an established global institutional investor, as well as by Mediatek, a leading global semiconductor company for mobile, home and automotive. PTK's sponsor will also be participating in the PIPE offering. This business combination values the post-transaction Valens at an initial pro-forma equity value of approximately $1.16 billion.

Valens shareholders will continue to hold their existing equity in the combined company.

Following completion of the transaction, Valens will continue to be led by its experienced management team, with Gideon Ben-Zvi as CEO, Dror Heldenberg as CFO, and all six Valens founders retaining their senior management or board positions. Ker Zhang from PTK will join the Valens board of directors upon closing of the transaction.