4 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives as specified above.
−Removed: The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud.
+Added: Because of its inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.
1 unchanged sentence
Management’s Report on Internal Control over Financial Reporting
−Removed: This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP.
+Added: Management assessed our internal control over financial reporting as of December 30, 2023.
+Added: Management based its assessment on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
+Added: Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 30, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with US GAAP.
+Added: We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 30, 2023 has been audited by Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, as stated in their report which appears herein.
Other Information
+Added: During the three months ended December 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Mobileye securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “ non-Rule 10b5-1 ” trading arrangement.
+Added: Further, during the three months ended December 30, 2023, the Company did not adopt or terminate any contract, instruction or written plan for the purchase or sale of Mobileye securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1” trading arrangement.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
18 unchanged sentences
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on October 28, 2022)
−Removed: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended
+Added: Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K filed on March 9, 2023)
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Amendment No.
1 to the Company’s registration statement on Form S-1 filed on October 18, 2022)
−Removed: Master Transaction Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022
−Removed: Administrative Services Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022
−Removed: Employee Matters Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022
−Removed: Technology and Services Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022
+Added: Master Transaction Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-K filed on March 9, 2023)
+Added: Administrative Services Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K filed on March 9, 2023)
+Added: Employee Matters Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K filed on March 9, 2023)
+Added: Technology and Services Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K filed on March 9, 2023)
LiDAR Product Collaboration Agreement between Mobileye Vision Technologies Ltd.
−Removed: and Intel Corporation, dated as of October 25, 2022
−Removed: Tax Sharing Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022
−Removed: Contribution and Subscription Agreement among the Registrant, Cyclops Holding Corporation and Intel Overseas Funding Corporation, dated as of October 25, 2022
+Added: and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K filed on March 9, 2023)
+Added: Tax Sharing Agreement between the Registrant and Intel Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K filed on March 9, 2023)
+Added: Contribution and Subscription Agreement among the Registrant, Cyclops Holding Corporation and Intel Overseas Funding Corporation, dated as of October 25, 2022 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-K filed on March 9, 2023)
Mobileye Global Inc.
11 unchanged sentences
1 to the Company’s registration statement on Form S-1 filed on October 18, 2022)
−Removed: Employment Agreement between the Registrant and Erez Dagan, dated October 1, 2016 (incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 1 to the Company’s registration statement on Form S-1 filed on October 18, 2022)
Employment Agreement between the Registrant and Gavriel Hayon, dated August 1, 1999 (incorporated by reference to Exhibit 10.16 to Amendment No.
2 unchanged sentences
1 to the Company’s registration statement on Form S-1 filed on October 18, 2022)
−Removed: Employment Agreement between the Registrant and Nimrod Nehushtan, dated May 2, 2017
+Added: Employment Agreement between the Registrant and Nimrod Nehushtan, dated May 2, 2017 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K filed on March 9, 2023)
Stock Compensation Recharge Agreement, dated August 8, 2017, between Mobileye B.V.
20 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following financial statements from Mobileye Global Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 9, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language):
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation
+Added: The following financial statements from Mobileye Global Inc.’s Annual Report on Form 10-K for the year ended December 30, 2023, filed with the Securities and Exchange Commission on February 23, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language):
(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.
12 unchanged sentences
(As Principal Executive Officer)
−Removed: /s/ Anat Heller
+Added: /s/ Moran Shemesh Rojansky
+Added: Moran Shemesh Rojansky
Chief Financial Officer
(As Principal Financial and Accounting Officer)
−Removed: March 9, 2023
+Added: February 23, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities and on the dates indicated.
3 unchanged sentences
Professor Amnon Shashua
−Removed: /s/ Anat Heller
+Added: /s/ Moran Shemesh Rojansky
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
+Added: Moran Shemesh Rojansky
/s/ Patrick P.
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.