Navitas issues 3.28M contingent earnout shares
Navitas Semiconductor Corporation issued 3,277,438 shares of Class A common stock on May 22, 2026 to satisfy its obligations for Triggering Event I under its 2021 Business Combination Agreement tied to the Live Oak Acquisition Corp. II merger.
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Rhea-AI Filing Summary
Navitas Semiconductor Corporation issued 3,277,438 shares of Class A common stock on May 22, 2026 to satisfy its obligations for Triggering Event I under its 2021 Business Combination Agreement tied to the Live Oak Acquisition Corp. II merger.
Under that agreement, former Legacy Navitas stockholders and certain other persons may receive up to a total of 10,000,000 Class A common shares if the company’s stock price reaches specified targets before October 19, 2026.
Insights
Navitas delivers part of its merger earnout using new shares.
Navitas has issued 3,277,438 Class A common shares after a stock-price-based Triggering Event I under its 2021 Business Combination Agreement. This represents contingent merger consideration owed to former Legacy Navitas holders and related parties rather than a cash-funded acquisition.
The agreement allows up to 10,000,000 earnout shares in total if price targets are met before October 19, 2026. The actual impact on existing holders depends on how many of these contingent shares ultimately vest as further stock-price milestones are achieved.
8-K Event Classification
Key Figures
Key Terms
Triggering Event I financial
Business Combination Agreement regulatory
contingent right financial
Class A common stock financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On May 22, 2026, Navitas Semiconductor Corporation (the “Company”) issued 3,277,438 shares of the Company’s Class A common stock, par value of $0.0001 per share (the “Class A common stock”), in satisfaction of its obligations with respect to Triggering Event I (as defined in that certain Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of May 6, 2021, by and among the Company’s predecessor entity (then named Live Oak Acquisition Corp. II), Live Oak Merger Sub Inc. and Navitas Semiconductor Limited, including as domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”)).
Pursuant to the Business Combination Agreement, the former stockholders
of Legacy Navitas and certain persons set forth in the Business Combination Agreement have the contingent right to receive up to a total
of 10,000,000 shares of Class A common stock from the Company if the Company’s stock price achieves certain price targets before
October 19, 2026.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NAVITAS SEMICONDUCTOR CORPORATION | ||
| Dated: May 22, 2026 | ||
| By: | /s/ Chris Allexandre | |
| Chris Allexandre | ||
| President and Chief Executive Officer | ||