Company Transaction Support Agreements
Concurrently with the execution of the Business Combination Agreement, holders of a majority of Valenss outstanding shares and at least
65% of Valens outstanding preferred shares entered into agreements (the Transaction Support Agreements) pursuant to which they agreed with PTK and Valens, to (i) appear at a shareholder meeting called by Valens for the
purpose of approving the Business Combination and other transactions contemplated by the Business Combination, for the purpose of establishing a quorum, (ii) execute a written consent in favor of the Business Combination and against all other
action that would reasonably be expected to materially impede the Business Combination, (iii) not to solicit, initiate, encourage, or facilitate certain alternate business combinations, (iv) vote, consent or approve any other consent or
other approval that may be required under Valenss governing documents or otherwise sought in furtherance of the transactions contemplated by the Business Combination, and (v) not to transfer, assign, or sell their respective shares,
except to certain permitted transferees, prior to the consummation of the Transactions.
The foregoing summary of the Transaction Support
Agreement is qualified in its entirety by reference to the text of the Transaction Support Agreement, the form of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 25, 2021, PTK and Valens issued a joint press release announcing the Transactions, a copy of which is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is an investor
presentation that was used by Valens in connection with the sale of Valens ordinary shares to the to the PIPE Investors as described in Item 8.01 below.
Furnished herewith as Exhibit 99.3 and incorporated into this Item 7.01 by reference is an abbreviated investor presentation that was used by
Valens in connection with the sale of Valens ordinary shares to the to the PIPE Investors as described in Item 8.01 below.
Furnished
herewith as Exhibit 99.4 and incorporated into this Item 7.01 by reference is certain financial information that was presented by Valens to investors in connection with the sale of Valens ordinary shares to the to the PIPE Investors as described in
Item 8.01 below.
The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be
furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On May 25,
2021, Valens entered into subscription agreements (each, a Subscription Agreement) with certain investors (the PIPE Investors) pursuant to which, among other things, the PIPE Investors have agreed to subscribe
for and purchase, and Valens has agreed to issue and sell to the PIPE Investors, an aggregate of 12,500,000 Valens ordinary shares (on a post-reverse stock split basis) for an aggregate purchase price of $125,000,000, of which our Sponsor has agreed
to purchase 400,000 Valens ordinary shares for an aggregate purchase price of $4,000,000 on the terms and subject to the conditions set forth therein. The sale of ordinary shares to the PIPE Investors pursuant to the Subscription Agreement will be
consummated substantially concurrently with the closing of the Business Combination. The Subscription Agreement contains customary representations and warranties of Valens, on the one hand, and each PIPE Investor, on the other hand, and customary
conditions to closing, including the consummation of the Transactions.
Additional information
This Current Report on Form 8-K relates to a proposed business combination between Valens and PTK. In
connection with the proposed business combination, Valens intends to file a registration statement on Form F-4 that will include a proxy statement of PTK in connection with PTKs solicitation of proxies
for the vote by PTKs stockholders with respect to the proposed Business Combination and a prospectus of Valens. The Registration Statement will be sent to all PTK stockholders and Valens and PTK will also file other documents regarding the
proposed Business Combination with the SEC. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to
form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the Registration Statement and all other
relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the proposed Transactions.
Investors and security holders will be able to obtain free copies of the Registration Statement, proxy statement/prospectus and all other
relevant documents filed or that will be filed with the SEC by Valens and PTK through the website maintained by the SEC at www.sec.gov or by directing a request to PTK Acquisition Corp., 4601 Wilshire Boulevard, Suite 240, Los Angeles,
California 90010.
Participants in Solicitation
PTK, Valens and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
PTKs shareholders with respect to the proposed Business Combination. You can find information about PTKs directors and executive officers and their ownership of PTKs securities in PTKs Annual Report on Form 10-K for the period ended December 31, 2020, which was filed with