VALENS SEMICONDUCTOR LTD.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(U.S. Dollars in thousands)

(Unaudited)

The following table provides a reconciliation of Net loss to Adjusted EBITDA, a non-GAAP measure. Adjusted EBITDA
is defined as Net profit (loss) before financial income (expense), net, income taxes, equity in earnings of investee and
depreciation and amortization, further adjusted to exclude share-based compensation and change in fair value of
Forfeiture Shares, which may vary from period-to-period. We caution investors that amounts presented in accordance
with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers,
because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered
as an alternative to Net loss or any other performance measures derived in accordance with GAAP or as an alternative
to cash flows from operating activities as a measure of our liquidity.

Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net profit (loss),
the most directly comparable GAAP measures. Certain elements of Net profit (loss), including share-based compensation
expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts.
As a result, it is impractical for us to provide guidance on Net profit (loss) or to reconcile our Adjusted EBITDA guidance
without unreasonable efforts. Consequently, no disclosure of projected Net profit (loss) is included. For the same reasons,
we are unable to address the probable significance of the unavailable information.

Three Months Ended

June 30,

Six Months Ended  

June 30,

2022

2021

2022

2021

Net loss

(9,995)

(3,698)

(15,045)

(10,074)

Adjusted to exclude the following:

Change in fair value of Forfeiture Shares

(1,538)

-

(4,142)

-

Financial expense (income), net

3,560

(503)

3,675

(336)

Income taxes

43

124

389

179

Equity in earnings of investee

(3)

-

(7)

-

Depreciation

347

266

667

522

Stock-based compensation expenses

3,117

1,695

5,908

3,290

Adjusted EBITDA

(4,469)

(2,116)

(8,555)

(6,419)

VALENS SEMICONDUCTOR LTD. 

RECONCILIATION OF GAAP TO NON-GAAP Tables 

(U.S. Dollars in thousands) 

(Unaudited)

The following tables provide a calculation of the GAAP Loss per share and reconciliation to Non-GAAP Loss per share.

Three Months Ended

June 30,

Six Months Ended

June 30,

  GAAP Loss per Share

2022

2021

2022

2021

GAAP Net Loss

(9,995)

(3,698)

(15,045)

(10,074)

Adjusted to include the following:

Accrued dividend related to Preferred Shares

-

(3,788)

-

(7,478)

Total Loss used for computing Loss per Share

(9,995)

(7,486)

(15,045)

(17,552)

Earnings Per Share Data:

GAAP Loss per Share (in U.S. Dollars)

$(0.10)

$(0.68)

$(0.15)

$(1.61)

Weighted average number of shares used in calculation
     of net loss per share

97,442,359

11,020,299

97,296,206

10,927,357

Three Months Ended

June 30,

Six Months Ended

June 30,

Non-GAAP Loss per Share ^[11]

2022

2021

2022

2021

GAAP Net loss

(9,995)

(3,698)

(15,045)

(10,074)

Adjusted to exclude the following:

Stock based compensation

3,117

1,695

5,908

3,290

Depreciation

347

266

667

522

Change in fair value of Forfeiture Shares

(1,538)

-

(4,142)

-

Total Loss used for computing Loss per Share

(8,069)

(1,737)

(12,612)

(6,262)

Earnings Per Share Data:

Non-GAAP Loss per Share (in U.S. Dollars)

$(0.08)

$(0.16)

$(0.13)

$(0.57)

Weighted average number of shares used in calculation
     of net loss per share

97,442,359

11,020,299

97,296,206

10,927,357