Valens Semiconductor Ltd. entered into a definitive business combination agreement to acquire PTK Acquisition Corp. (NYSEAM:PTK) for approximately $770 million in a reverse merger transaction on May 25, 2021. At the effective time of the transaction, each share of common stock of PTK will be exchanged for one ordinary share of Valens, and each outstanding warrant of PTK will be assumed by Valens and will become a warrant exercisable for one-half of one ordinary share of Valens. Prior to the effective time, each preferred share of Valens will be converted into one ordinary share of Valens. Immediately following such preferred share conversation but prior to the effective time, Valens intends to effect a reverse stock split of each Valens ordinary share into a number of Valens ordinary shares such that each such ordinary share has an implied value of $10.00 per share as of an agreed measurement date shortly prior to closing and based on an agreed equity valuation methodology. PTK will issue 77.7 million new shares to acquire Valens. In addition, substantially contemporaneously with the Effective Time, Valens will also issue securities pursuant to the subscription agreements wherein PIPE Investors have agreed to subscribe for and purchase, and Valens has agreed to issue and sell to the PIPE Investors, an aggregate of 12.5 million Valens ordinary shares (on a post-reverse stock split basis) for an aggregate purchase price of $125 million. This business combination values the post-transaction Valens at an initial pro-forma equity value of approximately $1.16 billion. Valens' existing shareholders and management would own approximately 78% of the combined entity post-closing, assuming no redemptions by PTK public shareholders. Valens shareholders will continue to hold their existing equity in the combined company. 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. 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.

Following completion of the transaction, Valens will continue to be led by its experienced management team, with Gideon Ben-Zvi as Chief Executive Officer, Dror Heldenberg as Chief Financial Officer, 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. 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, PTK having at least $5,000,001 of net tangible assets remaining prior to completion, Valens's application to list its ordinary shares shall have been approved by the New York Stock Exchange, the filing and obtaining of certain notices and approvals to and by the Israeli Innovation Authority, and the aggregate amount remaining in PTK's trust account after taking into account all redemptions, plus the aggregate amount sold in the PIPE being equal to or greater than $215 million. The Board of Directors of each of Valens and PTK have unanimously approved the transaction. The meeting of the shareholders of PTK is scheduled on July 13, 2021. PTK's extraordinary general meeting of stockholders to be held on September 28, 2021, to consider matters and transactions relating to the Business Combination. As of September 28, 2021, stockholder of PTK Acquisition has been approved the merger. The transaction is expected to close in the fall of 2021. BDO USA acted as financial advisor to PTK Acquisition Corp.

BofA Securities acted as exclusive financial advisor; Brian Wolfe, and Michael Kaplan of Davis Polk & Wardwell LLP and Alon Sahar, Assaf Naveh, and Tali Lungin of Meitar Liquornik Geva Leshem Tal & Co acted as legal advisors to Valens. Citigroup, BofA Securities and Oppenheimer are joint placement agents on the PIPE. Douglas Freeman, Jocelyn Arel, Chi Pan, and Daniel Espinoza of Goodwin Procter LLP, and Aaron Lampert of Goldfarb Seligman & Co. acted as legal advisors to PTK Acquisition Corp. Mike Blankenship and Eric Johnson of Winston & Strawn LLP is acting as legal advisor to Citigroup, BofA Securities and Oppenheimer. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to PTK.