What changed in this filing

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Item 1A. Risk Factors

2025-02-13 compared with 2024-02-23 · 96 added, 114 removed, 746 unchanged (22% of the section changed)

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● Increases in costs of the materials and other components that we use in our solutions would adversely affect our business, results of operations, and financial condition.

● Our business may suffer from claims relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

● Our business may suffer from claims, or incur losses, relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

● We are subject to risks related to trade policies, sanctions, and import and export controls.

● We invest significant effort and money seeking OEM selection of our solutions, and there can be no assurance that these efforts will result in the selection of our solutions for use in production models.

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● If we are unable to attract, retain, and motivate key employees, then our business, results of operations, and financial condition would be adversely affected.

● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including with our acquisition of Moovit.

● We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire.

● Interruptions to our information technology systems and networks and cybersecurity incidents could adversely affect our business, results of operations, and financial condition.

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Our business, results of operations, and financial condition depend on our ability to complete development of our existing ADAS and autonomous driving programs and to develop and introduce new and enhanced solutions that incorporate and integrate the latest technological advancements in sensing and perception technologies, software and hardware, and camera, radar, lidar, mapping, and AI technologies to satisfy evolving customer, regulatory, and safety rating requirements.

For example, we will need to complete the development and achieve cost efficient production at scale of new generations of our EyeQ TM SoCs and our software-defined radar, and source lidar cost effectively, which could include the development of our FMCW lidar, all of which are important components of our planned approach to address the AMaaS and consumer AV markets.

For example, we will need to complete the development and achieve cost efficient production at scale of new generations of our EyeQ ™ SoCs and our software-defined imaging radar, and, in the case of AMaaS,source lidar cost effectively, all of which are important components of our planned approach to address the AMaaS and consumer AV markets.

This report may contain descriptions of our current expectations regarding the years by which we expect to obtain engineering samples, commence production, or release our anticipated future solutions.

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Our solutions have different margin profiles.

As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ TM , we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content.

As we develop, bundle, and sell full systems that include third-party hardware beyond EyeQ ™ , we expect that our gross margin will decrease on a percentage basis because of the greater third-party hardware content.

We invest significantly in research and development, and to the extent our research and development efforts are unsuccessful, our competitive position would be negatively impacted and our business, results of operations, and financial condition would be adversely affected.

To compete successfully, we must maintain successful research and development efforts, develop new solutions, and improve our existing solutions, all ahead of competitors.

We are focusing our research and development efforts across several key emerging technologies, including computer vision, software-defined radar and FMCW lidar, the True Redundancy™ sensor fusion architecture, the REM™ mapping technology and our RSS model, and the Mobileye SuperVision™ Lite, Mobileye SuperVision™, Mobileye Drive™ and Mobileye Chauffeur™ systems.

We are focusing our research and development efforts across several key emerging technologies, including computer vision, Compound AI and other AI technologies, software-defined imaging radar, the True Redundancy ™ sensor fusion architecture, the REM ™ mapping technology and our RSS model, and our Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems.

These are ambitious initiatives, and we cannot guarantee that all of these efforts will deliver the benefits we anticipate or be homologated as expected.

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Some OEMs that have incorporated our solutions in the past have decided, and some OEMs that currently incorporate our solutions may decide to design in-house solutions to replace our solutions that they currently implement.

For example, Tesla had previously incorporated our ADAS solutions in their vehicles but transitioned to their own in-house ADAS solutions.

For example, Tesla had previously incorporated our ADAS solutions in their vehicles but transitioned to their own in-house ADAS solutions in 2017.

Further, in the third quarter of 2024, Zeekr announced their decision to utilize their in-house system instead of SuperVision ™ for at least a major portion of production for their 001 model going forward.

Mercedes-Benz is also employing its own in-house solutions, with others such as NIO, Volvo Cars, and Xpeng Motors also pursuing in-house solutions for portions of the ADAS software stack.

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Our competitors in the silicon provider category include Ambarella, Advanced Micro Devices, Arriver / Qualcomm, Black Sesame Technologies, Horizon Robotics, Huawei, NVIDIA, NXP, Renesas Electronics, and Texas Instruments.

Our competitors in the software-only category include StradVision, Autobrains and Wayve.

Additional competitors that could emerge include large technology companies that are resource rich and able to deploy such resources to compete, as well as companies that are able to develop products that may not require the massive datasets upon which our technologies currently rely while still achieving the same effectiveness of algorithms.

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Moovit’s free and subscription-based application competition includes Alphabet, Apple, Citymapper and Transit.

Moovit’s application also competes with on-demand service providers that provide multi-modal ride services and route planning through their own services including Lyft, TransLoc, Trapeze, Uber, and Via.

Moovit’s application also competes with local urban and inter-city ticketing service providers that provide purchase and ticketing of public transit and mobilityservices on their own platform.

See “Item 1.Business — Our Competition.”

We have previously experienced constraints in the supply of our EyeQ TM SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ TM SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.

We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.

In 2021 and 2022, the semiconductor industry experienced widespread shortages of substrates and other components and available foundry manufacturing capacity.

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Starting in late 2022 and early 2023, such supply chain disruptions, raw material shortages and manufacturing limitations abated and during 2023, we successfully increased levels of EyeQ ™ SoC inventory on hand, mitigating the potential for future supply constraints to cause a shortfall.

However, in the event of a reoccurrence of supply chain constraints, and subject to the duration and severity thereof, we may be required to operate with minimal or no inventory of EyeQ™ SoCs or SuperVision™ ECUs on hand.

As a result, we are substantially reliant on timely shipments of EyeQ ™ SoCs from STMicroelectronics and ECUs from Quanta Computer (or other suppliers) to fulfill customer orders and if such a shortfall of chips or ECUs were to occur, we may be unable to offset future supply constraints through the use of inventory on hand.

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Accumulating such additional inventories could require substantial amounts of capital and may expose us to risks regarding the obsolescence of such chips.

We depend on STMicroelectronics to manufacture our EyeQ TM SoCs.

We depend on STMicroelectronics to manufacture our EyeQ ™ SoCs.

We currently purchase all of our EyeQ ™ SoCs from STMicroelectronics.

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Further, we are vulnerable to the risk that STMicroelectronics may be unable to meet demand for our EyeQ ™ SoCs or cease operations altogether.

Moreover, STMicroelectronics depends on Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) as its subcontractor to manufacture our EyeQ™ SoCs, and as a result, we are also vulnerable to the risk that TSMC may be unable to meet demand or cease operations altogether.

Moreover, certain critical manufacturing steps for EyeQ ™ SoCs, including wafer fabrication and advanced packaging, are performed by a limited number of suppliers, including Taiwan Semiconductor Manufacturing Company Limited (“TSMC”).

Any interruptions or delays in these manufacturing steps due to capacity constraints, equipment failures or geopolitical issues could significantly affect STMicroelectronics’s ability to manufacture and deliver EyeQ ™ SoCs on time, impacting our operations and customer relationships.

STMicroelectronics depends on TSMC as its subcontractor to manufacture our EyeQ ™ SoCs, particularly our EyeQ ™ 5 and EyeQ ™ 6 SoCs, and as a result, we are also vulnerable to the risk that TSMC may be unable to meet demand or cease operations altogether.

In addition, we may be affected by supply constraints and increased costs involving STMicroelectronics and TSMC resulting from any reoccurrence of the global semiconductor shortage.

See “— We have previously experienced constraints in the supply of our EyeQ ™ SoCs as the result of the global semiconductor shortage during 2021 and 2022, and future shortages in the supply of our EyeQ ™ SoCs or other critical parts would adversely affect our business, results of operations, and financial condition.”

TSMC is located in Taiwan, and our ability to receive sufficient supplies of our EyeQ TM SoCs could be adversely affected by events such as natural disasters in Taiwan, including earthquakes, drought and typhoons, the escalations of tensions between the People’s Republic of China and Taiwan, including resulting from the People’s Republic of China’s step up of military exercises around Taiwan, political unrest, trade restrictions, or war.

TSMC is located in Taiwan, and our ability to receive sufficient supplies of our EyeQ ™ SoCs could be adversely affected by events in Taiwan, China and the broader region, such as natural disasters in Taiwan, including earthquakes, drought and typhoons, escalations of tensions between the People’s Republic of China and Taiwan, including resulting from the People’s Republic of China’s step up of military exercises around Taiwan, political unrest, trade restrictions, war, or other geopolitical issues.

These same factors may also adversely affect the global supply of microchips and cause additional constraints on global automotive production.

We face additional supply chain risks and risks of interruption of requisite services, including, as a result of our reliance on a single supplier or limited suppliers and vendors, for certain components, equipment, and services.

A large number of suppliers and vendors provide materials, equipment, and services that are used in the production of our solutions and other aspects of our business.

Where possible, we seek to have several sources of supply.

However, for certain materials, equipment, and services, we rely on a single or a limited number of direct and indirect suppliers and vendors, or upon direct and indirect suppliers and vendors in a single location.

In addition, direct and indirect supplier and vendor consolidation or business failures can impact the nature, quality, availability, and pricing of the products and services available to us.

A large number of direct and indirect suppliers and vendors provide materials, equipment, and services that are used in the production of our solutions and other aspects of our business.

Where possible, we seek to have several sources of supply, and to ensure our suppliers and vendors have multiple sources of supply as well.

However, for certain materials, equipment, and services, we, and/or our suppliers and vendors, rely on a single or a limited number of direct and indirect suppliers and vendors, or upon direct and indirect suppliers and vendors in a single location, for example STMicroelectronics and TSMC.

In addition, direct and indirect supplier and vendor consolidation, financial health or business failures can impact the nature, quality, availability, and pricing of the products and services available to us.

For example, we currently depend on Amazon Web Services for cloud services in connection with our REM ™ mapping system, Roadbook ™ , and AMaaS solutions including the Moovit platform, and a failure of such cloud services would result in interruptions to our services.

In addition, the semiconductor industry is experiencing widespread shortages of substrates.

In addition, the semiconductor industry has previously experienced widespread shortages of substrates.

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The inability of suppliers or vendors to deliver necessary production materials, equipment, or services can disrupt the production processes of our solutions and make it more difficult for us to implement our business strategy.

Suppliers and vendors periodically extend lead times, face capacity constraints, limit supplies, increase prices, experience quality issues, or encounter cybersecurity or other issues that can interrupt or increase the cost of our supply and services.

Suppliers and vendors periodically extend lead times, face capacity constraints, limit supplies, increase prices, experience quality issues, face equipment failures, experience financial instability or encounter cybersecurity or other issues that can interrupt or increase the cost of our supply and services.

Production of our solutions can be disrupted by the unavailability of resources, such as water, silicon, electricity, gases, and other materials.

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If we fail to maintain our solutions mix or maintain our gross margin and operating margin, our business, results of operations, and financial condition would be adversely affected.

Our business may suffer from claims relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

Our software and hardware, including our EyeQ TM SoCs, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.

Our business may suffer from claims or incur losses relating to, among other things, actual or alleged defects in our solutions, or if our solutions actually or allegedly fail to perform as expected, and publicity related to these claims could harm our reputation and decrease demand for our solutions or increase regulatory scrutiny of our solutions.

Our software and hardware, including our EyeQ ™ SoCs and AI technologies, are complex and, from time to time, have had, and could have or could be alleged to have, defects in design or manufacturing, inadequate, inaccurate, biased or otherwise flawed data or algorithms used to train certain AI technologies, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected.

Some errors or defects in our solutions have been, and could be, initially undetected and only discovered after they have been tested, commercialized, and deployed by customers.

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In addition, product liability claims present the risk of protracted litigation, legal fees, and diversion of management’s attention from the operation of our business, even if our defense of these claims is ultimately successful.

While STMicroelectronics is responsible for quality control and procedures for testing and manufacturing our EyeQ TM SoCs to our specifications, we retain liability for failure in production caused by defective EyeQ TM SoC design or error.

Although we use disclaimers, limitations of liability, and similar provisions in our agreements, there is no assurance that any or all of these provisions will prove to be effective barriers to product liability claims.

In addition, although we currently maintain product liability insurance program, there is no assurance that such insurance will be adequate to cover any or all of our potential losses as a result of large deductibles and broad exclusions.

Our insurers may also discontinue our insurance coverage, and we may be unable to find replacement insurance on acceptable terms, or at all.

While STMicroelectronics is responsible for quality control and procedures for testing and manufacturing our EyeQ ™ SoCs to our specifications, we retain liability for failure in production caused by defective EyeQ ™ SoC design or error.

Further, although we use disclaimers, limitations of liability, and similar provisions in our agreements, there is no assurance that any or all of these provisions will prove to be effective barriers to product liability claims with respect to our products.

In addition, although we currently maintain casualty insurance, there is no assurance that such insurance will be adequate to cover any or all of our potential losses, including due to large deductibles and broad exclusions.

Our insurers may also discontinue our insurance coverage or be unable or unwilling to pay a claim, and we may be unable to find replacement insurance on acceptable terms, or at all.

In respect of the commercialization of our solutions, including Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ , adequate insurance coverage may be partially or entirely unavailable to cover the associated risks, for which specialized insurance may be required.

Losses not covered by insurance may be large, which could harm our results of operations and financial condition.

Furthermore, the automotive industry in general is subject to significant litigation claims due to the potentially severe consequences of traffic collisions or other accidents.

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There also remains significant uncertainty in the legal implications to providers of emerging ADAS and autonomous driving technologies of traffic collisions or other accidents involving such technologies, particularly given variations in legal and regulatory regimes that are emerging in different jurisdictions, and we may become liable for losses that exceed the current industry norms as the regulatory and legal landscape develops.

In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ TM SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ TM SoCs themselves, could result in additional claims being made against us.

In addition, because ADAS and autonomous driving technologies rely on products and services provided by third parties, there is the potential that the failure of such third-party products or services that affect the performance of EyeQ ™ SoCs, notwithstanding the absence of any defect in design or manufacture or other failure in EyeQ ™ SoCs themselves, could result in additional claims being made against us.

Publicity regarding claims involving our solutions can also have an adverse effect on our reputation and the reputation for ADAS and autonomous driving solutions, which could decrease consumer demand for vehicles incorporating these technologies.

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As a result, achieving design wins is not a guarantee of revenue, and our sales may not correlate with the achievement of additional design wins.

For example, in the third quarter of 2024, Zeekr announced their decision to utilize their in-house system instead of SuperVision ™ for at least a major portion of production for their 001 model going forward.

Moreover, pricing estimates are made at the time of a request for quotation by an OEM, so that worsening market or other conditions between the time of a request for quotation and an order for our solutions may require us to sell our solutions for a lower price than we initially expected.

Due to the global material shortage in 2021 and 2022, we worked with our customers to ensure they commit to certain volumes on an annual basis in order to secure quantities.

In late 2023, we returned to our pre-global material shortage practice of having customers commit to certain quarterly volumes.

In late 2023, we returned to our pre-global material shortage practice of having customers commit to certain volumes on a quarterly or shorter basis.

However, we have not committed to supply such volumes and the volumes we supply will depend upon market conditions.

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As a result, some demand for our solutions and the corresponding revenue from these customers were shifted to earlier time periods than otherwise would have occurred absent a general supply chain shortage and inflationary environment during prior periods.

For example, we became aware in late 2023 that our Tier 1 customers accrued significant excess inventory during 2021 and 2022 in a desire to avoid parts shortages, and in 2023 as a result of lower-than-expected production at certain OEMs.

With the abatement of the recent global semi-conductor shortage, we expect our customers to use the vast majority of this excess, accrued inventory in the first quarter of 2024 and for customer orders to normalize over the remainder of 2024, but there is no guarantee that they will do so.

For example, as a result of our standard planning process for 2024, we became aware in late 2023 that our Tier 1 customers accrued significant excess inventory during 2021 and 2022 in a desire to avoid parts shortages, and in 2023 as a result of lower-than-expected production at certain OEMs.

We estimate that our customers used the vast majority of this excess, accrued inventory in 2024 in accordance with our expectations, but there is no guarantee that orders will remain normalized or that our customers won’t build up excess inventory in the future.

We depend on a limited number of Tier 1 customers and OEMs for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major Tier 1 customers and/or the discontinued incorporation of our solutions by one or more major OEMs in their vehicle models would adversely affect our business, results of operations, and financial condition.

We supply OEMs with the EyeQ ™ platform directly or through our arrangements with automotive system integrators, known as Tier 1 automotive suppliers, which are direct suppliers to OEMs.

In 2023, our three largest Tier 1 customers, who were ZF, Valeo, and Aptiv, accounted for 30%, 24%, and 14%, respectively, of our revenue, compared to 38%, 18%, and 15%, respectively, in 2022.

In 2024, our three largest Tier 1 customers, which were ZF, Valeo, and Aptiv, accounted for 27%, 20%, and 14%, respectively, of our revenue, compared to 30%, 24%, and 14%, respectively, in 2023.

Moreover, in 2024, 15%, 15%, 11%, and 9% of our revenue was derived from the incorporation of our solutions into the vehicle models of four OEMs and a total of 78% of our revenue was derived from the incorporation of our solutions into the vehicle models of eight OEMs (including those four) through our Tier 1 customers.

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See “— There is no guarantee that our customers will purchase our solutions in any certain quantity or at any certain price even after we achieve design wins, and there may be significant delays between the time we achieve a design win until we realize revenue from the vehicle model.” Notwithstanding the foregoing, as a result of global shortages, some of our customers, including our top three Tier 1 customers, committed to purchasing minimum quantities of certain solutions in 2023.

However, with the abatement of global shortages, our customers have generally reverted to our customary practice of committing to purchase quantities of our solutions on a quarterly basis.

However, with the abatement of global shortages, our customers have generally reverted to our customary practice of committing to purchase quantities of our solutions on a quarterly or shorter basis.

We believe our business, results of operations, and financial condition for the foreseeable future will likely continue to depend on sales to a relatively small number of Tier 1 customers and the incorporation of our solutions by a relatively small number of OEMs in their vehicle models.

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Further, the amount of revenue attributable to any single Tier 1 customer, or our Tier 1 customer concentration generally, may fluctuate in any given period.

Our customers and the OEMs that incorporate our solutions may not perform as well as the automotive market as a whole, which in turn could impact our business, results of operations, and financial condition relative to the industry.

The loss of one or more key Tier 1 customers, a reduction in sales to any key Tier 1 customer, the discontinued or decreased incorporation of our solutions by a key OEM, or our inability to attract new significant Tier 1 customers and OEMs would negatively impact our revenue and adversely affect our business, results of operations, and financial condition.

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As part of our business-to-business go-to-market strategy, we expect to sell and integrate Mobileye Drive ™ to a range of shuttle network operators and vehicle OEMs that intend to operate consumer-facing AMaaS, transportation on demand, and delivery services.

Additionally, as part of our business-to-customer go-to-market strategy, we expect to deploy Mobileye Drive™-enabled AMaaS offerings by integrating them with our self-driving vehicles in partnership with transportation network companies, such as SIXT.

Additionally, as part of our business-to-customer go-to-market strategy, we expect to deploy Mobileye Drive ™ -enabled AMaaS offerings by integrating them with our self-driving vehicles in partnership with transportation network companies.

Such third parties may also terminate our partnerships with them.

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Developing RoadBook ™ depends on continued cooperation by OEMs.

The success of our Cloud-Enhanced Driver Assist, SuperVision TM -Lite, SuperVision TM , Mobileye Chauffeur TM and Mobileye Drive TM systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook™.

The success of our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems requires significant amounts of fresh mapping data from series production vehicles around the world in order to develop RoadBook ™ .

We currently have agreements in place that provide OEMs with economic benefits or technological advantages to provide us with data arriving from OEM series production vehicles, but there is no guarantee that we can keep such agreements in place or that OEMs will continue to cooperate with us.

If we are not able to obtain mapping data for RoadBook™, our Cloud-Enhanced Driver Assist, SuperVision TM -Lite, SuperVision TM , Mobileye Chauffeur TM and Mobileye Drive TM systems will not perform as expected, which would adversely affect our business, results of operations, and financial condition.

If we are not able to obtain mapping data for RoadBook ™ , our Cloud-Enhanced ADAS ™ , Mobileye Surround ADAS ™ , Mobileye SuperVision ™ , Mobileye Chauffeur ™ and Mobileye Drive ™ systems will not perform as expected, which would adversely affect our business, results of operations, and financial condition.

We are highly dependent on the services of Professor Amnon Shashua, our President and Chief Executive Officer.

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In addition, the relationships and reputation that members of our management and key leadership have established and maintain with our Tier 1 customers and OEMs contribute to our ability to maintain strong relationships with key partners and to identify new business opportunities.

We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire, including with our acquisition of Moovit.

We face integration risks and costs associated with companies, assets, employees, products, and technologies that we have or that we may acquire.

We have in the past and, if we are presented with appropriate opportunities, we may in the future acquire or make investments in complementary companies, assets, employees, products, and technologies.

We face risks, uncertainties, and disruptions associated with the integration process of any such acquisitions or investments, including difficulties in the integration of the operations of an acquired company, integration of acquired technology with our solutions, diversion of our management’s attention from other business concerns, the potential loss of key employees or customers of the acquired business, and our inability to achieve the strategic goals of such acquisitions and investments.

For example, Intel acquired Moovit in May 2020 to accelerate our MaaS offering.

On May 31, 2022, we legally acquired the Moovit entities from Intel in connection with the Mobileye IPO, and we may be unable to successfully integrate Moovit’s MaaS platform into our business and may fail to achieve the financial and strategic objectives of the acquisition of Moovit.

We may fail to make any or satisfactory returns on our acquisition of Moovit or any other investment, acquisition, or integration of employees, which could result in an impairment of goodwill and other assets and restructuring charges.

Any failure to successfully integrate other companies, assets, employees, products, or technologies that we have or may acquire will adversely affect our business, results of operations, and financial condition.

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Our functional currency is the U.S.

dollar, and we incur financial expenses in connection with fluctuations in value due to foreign exchange differences between our monetary assets and liabilities denominated in New Israeli Shekels and, to a much lesser extent, the Euro, the Chinese Yuan, the Japanese Yen, and other currencies.

Although most of our sales occur in U.S.

dollars, and our financial results are reported in U.S.

dollars, the vast majority of our payroll and other operating expenses are accrued in New Israeli Shekels.

For example, there recently has been a substantial increase in the volatility of the Israeli Shekel, causing the value of the Israeli Shekel to depreciate against the U.S.

dollars, the payroll and other operating expenses that are denominated in New Israeli Shekels are well above half of these expenses.

An increase in the value of the dollar will increase the real cost to our customers of our solutions in those markets outside the U.S.

where we sell in dollars, and a weakened dollar will increase the cost of expenses such as payroll, utilities, tax, marketing expenses, and capital expenditures.

Changes in exchange rates would adversely affect our business, results of operations, and financial condition.

In 2024, the Company initiated a foreign currency cash flow hedging program, designed to hedge the Company’s foreign exchange rate risk resulting from its ILS payroll expenses, but there is no guarantee that volatility in exchange rates will not adversely affect our business, results of operations and financial condition.

Our historical financial information may not be representative of our results as an independent public company.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and the accompanying notes included elsewhere in this report.

The COVID-19 pandemic adversely affected significant portions of our business and the remaining effects of the pandemic could have a continued adverse impact on our business, results of operations, and financial condition.

The COVID-19 pandemic adversely affected significant portions of our business and the remaining effects of the pandemic could have a continued adverse effect on our business, results of operations, and financial condition.

Authorities imposed, and businesses and individuals implemented, numerous measures to try to contain the virus and its variants or treat its impact, such as travel bans and restrictions, quarantines, shelter- in-place/stay-at-home and social distancing orders, shutdowns, and vaccine requirements.

These measures and their consequences impacted and may further impact our workforce and operations, the operations of our customers, and those of our and their respective suppliers and partners.

We experienced, and could in the future experience, reduced workforce availability at some of our sites, construction delays, and reduced capacity at some of our suppliers.

Restrictions on our operations or workforce, or of those of our suppliers, and transportation restrictions or disruptions, can limit our ability to meet customer demand.

Our customers experienced, and may in the future experience, disruptions in their operations and supply chains, which can result in delayed, reduced, or cancelled orders or collection risks.

Any such occurrences would adversely affect our business, results of operations, and financial condition.

The pandemic caused us to modify our business practices, including with respect to employee travel, employee work locations, cancellation of physical participation in meetings, events, and conferences, and social distancing measures.

We may take further actions to prevent infections from COVID-19 or future pandemics as required by government authorities or others, or that we determine are in the best interests of our employees, customers, suppliers, and partners.

Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct development, validation, and qualification of our solutions and other activities.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or any future pandemic, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions.

The pandemic significantly increased economic and demand uncertainty, and led to volatility in capital markets and credit markets.

See “— General Risks — Global or regional conditions can adversely affect our business, results of operations, and financial condition.” Restrictions imposed on travel and reduced operations or closures of OEM manufacturers or dealerships that sell vehicle models that implement our solutions could result in challenges in or postponements for deployments of our new and existing solutions.

Given the substantial economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of any continued or additional impacts on demand for our solutions.

The degree to which COVID-19 continues to impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and severity of the pandemic, the actions taken to contain the virus and its variants or treat their impact, other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption, and how quickly and to what extent normal economic and operating conditions can resume.

Additional impacts and risks may arise that we are not aware of or able to respond to effectively.

We are similarly unable to predict the extent of the impact of the pandemic on our customers, suppliers, and other partners, but an adverse effect on these parties could also adversely affect us.

The impact of COVID-19 can also exacerbate other risks discussed in this Risk Factors section and throughout this report.

We are a holding company.

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For example, data collected by the camera of our solutions during the development cycle of a project may include personal information such as license plate numbers of other vehicles, facial features of pedestrians, appearance of individuals, GPS data, and geolocation data.

We anticipate that our collection of such personal information may increase as a result of the future introduction of our MaaS solutions, including our integration of Moovit, which may provide us with access to personal information of its users, and it may increase as we enter into new or adjacent businesses.

We anticipate that our collection of such personal information may increase as a result of the future introduction of our MaaS solutions, including any integration of Moovit, which may provide us with access to personal information of its users, and it may increase as we enter into new or adjacent businesses.

Notwithstanding our efforts to protect the security and integrity of our customers’ personal information, we may be required to expend significant resources to comply with data breach requirements if, for example, third parties improperly obtain and use the personal information of our customers, or we otherwise experience a data loss with respect to customers’ personal information.

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Even our inadvertent failure to comply with Data Protection Laws could result in audits, regulatory inquiries, or proceedings against us by governmental entities or other third parties.

Any inability to adequately address data privacy or data protection, or other information security-related concerns, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.

Any inability to adequately address data privacy or data protection, or other information security-related concerns, including in each case in respect of our use of AI technologies, even if unfounded, to successfully negotiate privacy, data protection, or information security-related contractual terms with customers, or to comply and demonstrate compliance with Data Protection Laws, could result in additional cost and liability to us, harm our reputation and brand, and could adversely affect our business, results of operations, and financial condition.

Risks Related to our Intellectual Property Rights

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In addition, we depend on licenses for certain technologies from third parties and, as a result, are dependent on these third parties to protect, defend and enforce the intellectual property rights related to those technologies.

This includes an agreement with Intel in which Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and further includes agreements we entered into with Intel in connection with the Mobileye IPO pursuant to which we are granted limited licenses from Intel for sensitive core technology relating to lidar and radar.

See “— We depend on licenses for certain technologies from third parties, some of which require us to pay royalties, and our inability to use such technologies in the future would harm our ability to remain competitive” and “Risks Related to Our Relationship with Intel and Our Dual Class Structure — We may have conflicts of interest with Intel and, because of (i) certain provisions in our amended and restated certificate of incorporation relating to related person transactions and corporate opportunities, (ii) agreements we have with Intel in connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.”

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In recent years, there has been significant litigation globally involving patents and other intellectual property rights.

We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.

We have previously faced claims and may in the future be subject to additional claims and litigation alleging our infringement, misappropriation or other violation of third-party patent rights, trade secret rights or other intellectual property rights, including in respect of our use of certain AI technologies, particularly as a public company with an increased profile and visibility, and as we expand our presence in the market and to new use cases and face increasing competition.

In addition, in the event that we recruit employees from other technology companies, including certain potential competitors, and these employees are used in the development of solutions that are similar to the solutions they were involved in developing for their former employers, we may become subject to claims that such employees have improperly used or disclosed trade secrets or other proprietary information.

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We depend on licenses for certain technologies from third parties, some of which require us to pay royalties, and our inability to use such technologies in the future would harm our ability to remain competitive.

We integrate certain technologies developed and owned by third parties into our solutions, including the central processing unit cores of our EyeQ TM SoCs, through license and technology transfer agreements.

We integrate certain technologies developed and owned by third parties into our solutions, including the central processing unit cores of our EyeQ ™ SoCs, through license and technology transfer agreements.

Under these agreements, we are obligated to pay royalties for each unit of our solutions that we sell that incorporates such third-party technology.

If we are unable to maintain our contractual relationships with the third-party licensors on which we depend, then we may not be able to find replacement technology to integrate into our solutions on a timely basis or for a similar royalty fee, in which case our business, results of operations, and financial condition would also be adversely affected.

We also are party to an agreement with Intel in which (i) we grant to Intel a royalty-free, nonexclusive, nontransferable, perpetual, irrevocable, sublicensable under certain circumstances, and worldwide license under patents and patent applications owned or controlled by us, and (ii) Intel grants to us a royalty-free, nonexclusive, nontransferable, and worldwide license, sublicense, or other right, as applicable, under certain patents and patent applications of other Intel subsidiaries and certain third parties, and we entered into agreements with Intel in connection with the Mobileye IPO in which we will have a limited license from Intel for sensitive core technology relating to lidar and radar.

See “— Risks Related to Our Relationship with Intel and Our Dual Class Structure — We may have conflicts of interest with Intel and, because of (i) certain provisions in our amended and restated certificate of incorporation relating to related person transactions and corporate opportunities, (ii) agreements we have with Intel in connection with the Mobileye IPO, and (iii) Intel’s controlling beneficial ownership interest in our company, we may not be able to resolve such conflicts on terms favorable to us.”

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Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence and purchasing power, energy and fuel costs, fuel availability, environmental impact, governmental incentives, regulatory requirements, and political volatility, especially in energy-producing countries and growth markets.

In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues and shortages (including the recent UAW strikes in North America), supply chain disruptions, regulatory requirements, trade agreements and other factors.

In addition, automotive production and sales can be affected by our customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues and shortages, supply chain disruptions, regulatory requirements, trade agreements and other factors.

Furthermore, uncertain economic conditions and inflation may contribute to a reduction in consumer demand, which may reduce vehicle production over at least the next several quarters.

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More generally, the volume of automotive production in North America, Europe, China, and the rest of the world has fluctuated, sometimes significantly, from year to year, for many reasons, and such fluctuations give rise to fluctuations in the demand for our solutions.

For example, towards the end of the first half of 2024, global automotive production forecasts weakened, which disproportionately impacted our core customers, primarily due to their continued market share losses in China.

We cannot be certain of the severity and length of the continued volatility in the global automotive market, including macro-factors impacting our sales to OEMs in China, and the extent of the adverse effect that such volatility could have on our results of operations, financial condition and business in the long term.

As a result, in addition to the impact of the current uncertainties that we anticipate to impact automotive production in the near term, adverse changes in economic or market conditions or other factors, including, but not limited to, general economic conditions, the bankruptcy of any of our customers or the closure of OEM manufacturing facilities may result in a reduction in automotive sales and production, and could have an adverse effect on our business, results of operations, and financial condition.

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We are subject to a variety of laws and regulations that affect our operations and that could adversely affect our business, results of operations, and financial condition.

We are subject to laws and regulations worldwide that affect our operations and that differ among jurisdictions, including automotive safety regulations, regulations governing autonomous driving technology, intellectual property ownership and infringement laws, tax laws, import and export regulations, anti-corruption laws, foreign exchange controls and cash repatriation restrictions, data privacy laws, competition laws, advertising regulations, employment laws, product regulations, environmental laws, health and safety requirements, consumer laws and national security laws.

We are subject to laws and regulations worldwide that affect our operations and that differ among jurisdictions, including automotive safety regulations, regulations governing autonomous driving technology, AI technologies, intellectual property ownership and infringement laws, tax laws, import and export regulations, anti-corruption laws, foreign exchange controls and cash repatriation restrictions, data privacy laws, competition laws, advertising regulations, employment laws, product regulations, environmental laws, health and safety requirements, consumer laws and national security laws.

Compliance with such requirements can be onerous and expensive, and may otherwise adversely affect our business, results of operations, and financial condition.

Further, autonomous driving and AI technologies are the subject of evolving review by various federal, state and foreign governmental and regulatory agencies, including the SEC and U.S.

Federal Trade Commission.

For example, in Europe, the European Union’s Artificial Intelligence Act, which establishes, among other things, a risk-based governance framework for regulating AI systems operating in the European Union, entered into force on August 1, 2024.

states and foreign jurisdictions also are applying, or are considering applying, their cybersecurity and data protection laws to AI technologies.

As a result of the complexity and rapid development of autonomous vehicles (including the use of AI technologies in connection with their development), it is not possible to predict all of the legal, operational or technological risks related to our development of these technologies or our use of certain tools in connection therewith.

Changes in laws and regulations governing autonomous vehicles and the use of certain technologies, such as AI, may adversely affect the ability of our business to develop and use such technologies in the future.

Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies.

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These rules may prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries or involving certain persons, or otherwise affect our business.

New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial condition.

New measures imposed by the United States, the European Union, or others could restrict certain of our operations and adversely affect our business, results of operations, and financial condition, including for example the controls announced by BIS in January 2025 on advanced computing chips and certain closed AI model weights.

Although we take steps to comply with applicable laws and regulations, our failure to successfully comply with applicable sanctions or export control rules may expose us to negative legal and business consequences, including civil or criminal penalties and government investigations.

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In addition to imposing economic sanctions on certain Chinese individuals and entities, the United States has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies.

For example, the United States recently enacted controls on certain transactions involving items for semiconductor manufacturing end uses and advanced computing integrated circuits destined for China.

Although we do not believe that these recent controls will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance.

For example, we derive significant revenue from China.

For example, the United States has enacted, and subsequently updated, controls on certain transactions involving items for semiconductor manufacturing end uses and advanced computing integrated circuits destined for China.

Most recently, BIS adopted final rules in January 2025 prohibiting certain transactions involving the sale or import of connected vehicles integrating specific hardware or software with a sufficient nexus to China or Russia.

Conversely, the People’s Republic of China has implemented a series of industrial policies and other measures, including its “Made in China 2025” policy, to incentivize the development and growth of key industries domestically, such as robotics, aerospace and semiconductors, and to reduce reliance on foreign technology.

These policies have also extended to ADAS and autonomous vehicle technologies, which has led to Chinese OEMs and other businesses choosing solutions from our Chinese competitors rather than our products, despite any competitive advantage our products may have in respect of price and/or performance.

Although we do not believe that these recent controls and industrial policies will materially impede our ability to conduct our business, there can be no assurance that these or future restrictions would not materially adversely affect our financial performance.

We derive significant revenue from China.

In 2024 and 2023, we derived approximately 26% and 31% respectively, of our revenue from shipments of products to China.

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The current conflict between Ukraine and Russia has caused uncertainty about economic and political stability, increasing volatility in the credit and financial markets and disrupting the global economy.

The United States, the European Union, and several other countries have imposed far-reaching sanctions and export control restrictions on Russian entities and individuals.

The United States, the European Union, and several other countries have imposed far-reaching sanctions and export control restrictions on Russian entities and individuals, including for example recent additional sanctions imposed by the European Union under Article 12g of Council Regulation (EU) No 833/2014.

These measures could constrain our ability to work with Russian companies or individuals in connection with the development of our solutions in the future.

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In addition, a number of our officers and directors are residents of Israel.

Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations, including, without limitation, the judicial reform efforts currently led by the Israeli government, the final form of which is yet unknown.

Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations.

In recent years, Israel has been engaged in sporadic armed conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.

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On October 7, 2023, Hamas launched a series of attacks on civilian and military targets in Southern and Central Israel, to which the Israel Defense Forces have responded.

In addition, Hezbollah has attacked military and civilian targets in Northern Israel, to which Israel has responded.

How long and how severe the current conflict in Gaza becomes is unknown at this time and any continued clash among Israel, Hamas or Hezbollah or other countries or militant groups in the region may escalate in the future into a greater regional conflict.

In addition, both Hezbollah and the Houthi movement have attacked military and civilian targets in Israel, to which Israel has responded, including through increased air and ground operations in Lebanon.

In addition, the Houthi movement has attacked international shipping lanes in the Red Sea.

Further, on April 13, 2024 and October 1, 2024, Iran launched a series of drone and missile strikes against Israel, to which Israel has responded.

How long and how severe the current conflict in Gaza, Northern Israel, Lebanon or the broader region becomes is unknown at this time and any continued clash among Israel, Hamas, Hezbollah, Iran or other countries or militant groups in the region may escalate in the future into a greater regional conflict.

To date our operations have not been materially affected, although as of January 31, 2025 approximately 3.7% of our employees have been called to reserve duty in the Israel Defense Forces.

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Several countries still restrict doing business with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse impact on our operating results, financial condition, or the expansion of our business.

These restrictive laws and policies may have an adverse

impact on our operating results, financial condition, or the expansion of our business.

A campaign of boycotts, divestment and sanctions has been undertaken against Israel, which could also adversely impact our business, results of operations, and financial condition.

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officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

that was given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought.

Risks Related to our Relationship with Intel and our Dual Class Structure

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Intel may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests.

This control may adversely affect the trading price of our Class A common stock.

This control, including any negative perception by shareholders of Intel or its actions, may adversely affect the trading price of our Class A common stock.

We are a “controlled company” within the meaning of the corporate governance standards of Nasdaq.

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Conflicts of interest may arise between Intel and us in a number of areas relating to our ongoing relationship.

Potential conflicts of interest that we have identified include the following:

Potential conflicts of interest that we have identified include, but are not limited to, the following:

● Certain of our directors may have conflicts of interest .

Each of Patrick Gelsinger, Christine Pambianchi, and Saf Yeboah-Amankwah serves both as our director and in a senior management role at Intel.

Each of Patrick Bombach, Christine Pambianchi, and Saf Yeboah-Amankwah serves both as our director and in a senior management role at Intel.

In addition, Frank D.

Yeary serves both as our director and as Interim Executive Chair and a director of Intel.

Such directors owe fiduciary duties to our company pursuant to Delaware law, but these relationships could create, or appear to create, conflicts of interest when these persons are faced with decisions with potentially different implications for Intel and us.

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● Sale of our products on favorable terms .

Under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, so long as Intel holds at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ TM SoCs, for internal use, but not for resale on a standalone or bundled basis.

Under the terms of the Master Transaction Agreement we entered into with Intel in connection with the Mobileye IPO, so long as Intel holds at least 20% of our common stock, we will sell Intel our commercially available products, including EyeQ ™ SoCs, for internal use, but not for resale on a standalone or bundled basis.

We and Intel also agree pursuant to the Master Transaction Agreement to hold the other in most favored status with respect to products purchased or sold for internal use, meaning that the product prices, terms, warranties, and benefits provided between us and Intel shall be comparable to or better than the equivalent terms being offered by the party providing the products to any single, present customer of such party.

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The agreement will continue until the expiration of the last to expire of the patents and patent applications included in the grants in clauses (i) and (ii), unless earlier terminated by Intel at any time for its convenience.

If any of our licenses from Intel were to terminate for any reason, we may be unable to replace such licenses at prices or on terms as favorable as those Intel provides, if at all, and that could adversely affect our business, results of operations, and financial condition.

● Limited license from Intel for certain technology related to lidar.

Intel has granted us a limited license for sensitive core technology relating to lidar pursuant to a LiDAR Product Collaboration Agreement, which otherwise provides terms that will apply to Mobileye’s collaboration with Intel for the development and manufacture of a lidar sensor system for ADAS and AV in automobiles (the “LiDAR Project”).

The license is limited to a particular lidar sensor system for ADAS and AV systems in automobiles and to certain types of customers (Tier 1s, OEMs and MaaS).

For this purpose, automobile means a vehicle used primarily on public roads for transportation and not for military purposes.

The development by us of any future products based on Intel technology will depend on future agreements.

We are not licensed to manufacture the product based on Intel technology with anyone other than Intel.

Intellectual property developed by us regarding the lidar technology, except for specifically identified lidar system technology which is developed solely by us following the Mobileye IPO, will be assigned by us to Intel.

As a result we will not own most new lidar intellectual property, even if it is developed solely by us.

The agreement has a term of ten years subject to automatic 24-month renewal periods unless notice of nonrenewal is given.

Either party may terminate the agreement for any reason by giving 24-month notice to the other party, and additional termination rights arise if Intel shuts down, sells, or transfers the factory operations for silicon photonics or if we cease lidar development or sale, as well as for a party’s material breach or bankruptcy or insolvency.

In 2023, Mobileye opted to pursue a different lidar technology, and as a result, Mobileye and Intel are no longer actively working on developing the LiDAR Project under the LiDAR Product Collaboration Agreement.

Mobileye and Intel have begun negotiation of an amendment to the LiDAR Product Collaboration Agreement which contemplates the parties’ cessation of lidar development work and Mobileye’s potential, continued use of certain licenses granted by Intel under the LiDAR Product Collaboration Agreement.

In connection with the foregoing, Mobileye would no longer be obligated to share its profits associated with the LiDAR Project with Intel, and Intel would no longer be obligated to provide development services for the LiDAR Project and fund Mobileye’s lidar investments beyond the $40 million per year threshold set forth in the LiDAR Product Collaboration Agreement.

Final commercial terms for this amendment remain subject to further negotiation by Mobileye and Intel.

See “Item 1A.

Risk Factors — Risks Related to Our Business — If we are unable to develop and introduce new solutions and improve existing solutions in a cost-effective and timely manner, then our competitive position would be negatively impacted and our business, results of operations and financial condition would be adversely affected” and “Risk Factors — Risks Related to our Intellectual Property Rights — We depend on licenses for certain technologies from third parties, some of which require us to pay royalties, and our inability to use such technologies in the future would harm our ability to remain competitive.” In addition, though there is a limited period of up to five years in which we have exclusive rights to market and sell the initial lidar sensor system for defined uses, the non-compete provisions in the agreement do not preclude Intel from developing similar lidar products with our competitors, or directly competing with us with regard to certain substantially similar lidar products.

In addition, the agreement includes limitations on our ability (except after review and approval by Intel) to file a patent application based on or using the lidar intellectual property licensed to us under the agreement, or information in Intel’s lidar patents during the term of the agreement and for five years after the completion of the development of the last Mobileye lidar product.

If any of our licenses from, sublicenses or other rights Intel were to terminate for any reason, we may be unable to replace such licenses, sublicenses or other rights at prices or on terms as favorable as those Intel provides, if at all, and that could adversely affect our business, results of operations, and financial condition.

● Limited license from Intel for certain technology related to radar .

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Intel’s decisions with respect to us or our business, including any related party transactions between Intel and us, may be resolved in ways that favor Intel and its stockholders, which may not coincide with the interests of our other stockholders.

Termination of the LiDAR Product Collaboration Agreement during negotiations with Intel would terminate our license and could result in having limited lidar technology and would force us to source third party lidar solutions.

Our ability to source lidar cost effectively is an important component of our planned approach to address the AMaaS and consumer AV markets.

If we are not able to continue to use or license sensitive core technology related to lidar from Intel, we may not be able to secure alternatives in a timely manner, or at all, and our ability to remain competitive would be harmed, which could adversely affect our business, results of operations and financial condition.

Although we entered into the Tax Sharing Agreement with Intel under which our tax liabilities effectively will be determined based upon, subject to certain assumptions, our and/or our subsidiaries’ assets and activities, we nonetheless could be held liable for the tax liabilities of other members of any consolidated, combined or unitary tax group of Intel and/or its subsidiaries.

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There can be no guarantee that Intel will consent to such actions, even if they are in our best interests.

We have historically utilized and plan to continue to utilize various administrative services and licenses provided by Intel, and if we are unable to continue utilizing such services and/or licenses we may fail to replace them at prices or on terms as favorable as those Intel provides.

We have historically utilized and plan to continue to utilize various administrative services and licenses, sublicenses and other rights provided by Intel, and if we are unable to continue utilizing such services and/or licenses, sublicenses or other rights we may fail to replace them at prices or on terms as favorable as those Intel provides.

In addition, we have granted Intel a worldwide and perpetual license to our patents and patent applications.

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Intel provides us with administrative, financial, legal, tax, and other services pursuant to the Administrative Services Agreement and certain technologies and products that may be used in the development, manufacture, and commercialization of our solutions pursuant to the Technology and Services Agreement and LiDAR Product Collaboration Agreement.

If we are unable to maintain these contractual relationships with Intel, we may fail to replace such services and/or licenses at prices or on terms as favorable as those Intel provides, and that could adversely affect our business, results of operations, and financial condition.

If any of our licenses, sublicenses or other rights from Intel were to terminate for any reason, we may be unable to replace such licenses, sublicenses or other rights at prices or on terms as favorable as those Intel provides, if at all, and that could adversely affect our business, results of operations, and financial condition.

If we are unable to maintain these contractual relationships with Intel, we may fail to replace such services and/or licenses, sublicenses or other rights at prices or on terms as favorable as those Intel provides, and that could adversely affect our business, results of operations, and financial condition.

Risks Related to Ownership of Our Class A Common Stock

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● market acceptance of our solutions;

● the remaining impact of the COVID-19 pandemic on our management, employees, customers, and operating results;

● fluctuations in supply and demand for our products;

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Failure to establish and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have an adverse effect on our business, results of operations, and financial condition.

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and, beginning with fiscal year 2023, provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting, to which our auditors need to attest in accordance with guidelines set forth by the Public Company Accounting Oversight Board (“PCAOB”).

We may in the future identify material weaknesses when evaluating our internal control over financial reporting that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act.

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The trading market for our Class A common stock will depend, in part, on the research and reports that securities and industry analysts publish about us and our business.

Securities and industry analysts do not currently, and may never, cover our company.

If securities and industry analysts do not commence or maintain coverage of our company, then the stock price of our Class A common stock would likely be negatively impacted.

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We and our suppliers have manufacturing, assembly and testing, research and development, sales and other operations in Israel and several other countries, and some of our business activities are concentrated in one or more geographic areas.

Moreover, 79% of our total revenue in 2023 was derived outside of the United States, with China, Germany, and the United Kingdom making up 31%, 17%, and 7%, of such revenue respectively, based on the location of the customer to which the product was shipped.

Moreover, 82% of our total revenue in 2024 was derived outside of the United States, with China, Germany, and South Korea making up 26%, 16%, and 13% of total revenue respectively, based on the location of the customer to which the product was shipped.

As a result, our business, operating results, and financial condition, including our ability to produce, assemble, test, design, develop, or sell products, and the demand for our solutions, are at times adversely affected by a number of global and regional factors outside of our control.

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● geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity;

● natural disasters, public health issues (including the COVID-19 pandemic) and other catastrophic events;

● natural disasters, public health issues (such as the COVID-19 pandemic) and other catastrophic events;

● inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting or telecommunications providers;

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Catastrophic events can adversely affect our business, results of operations, and financial condition.

Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (including the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.

Our operations and business, and those of our customers and direct and indirect vendors and suppliers of OEMs, can be disrupted by natural disasters, industrial accidents, public health issues (such as the COVID-19 pandemic), cybersecurity incidents, interruptions of service from utilities, transportation, telecommunications or IT systems providers, production equipment failures or other catastrophic events.

For example, we have at times experienced disruptions in our production processes as a result of power outages, improperly functioning equipment, and disruptions in supply of raw materials or components, including due to cybersecurity incidents affecting our suppliers.

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Even though we maintain insurance coverage for a variety of property, casualty, and other risks, not all possible risks are or can be fully covered and therefore any insurance payments to the Company may not necessarily cover the entire scope of the damage and/or all possible losses.

We may also decide not to purchase certain policies and/or to self-insure against certain risks.

The types and amounts of our insurance coverage vary depending on availability, cost, and decisions with respect to risk retention.

We may decided to not purchase certain policies at all for various reasons, including due to the costs of such policy outweighing any economic benefit, and there is no certainty that it will be possible to purchase or renew suitable insurance policies in the future pursuant to reasonable commercial terms, if at all.

Some of the policies under which we are covered may havelarge deductibles and broad exclusions.

Some of the policies under which we are covered may have large deductibles and broad exclusions.

In addition, one or more insurance providers may be unable or unwilling to pay a claim.

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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.

What changed 10-K

Item 1A. Risk Factors