Navitas (NASDAQ: NVTS) completes 9.84M-share earnout under merger deal
Rhea-AI Filing Summary
Navitas Semiconductor Corporation issued 3,280,666 shares of Class A common stock to satisfy its obligations tied to Triggering Event III under a prior Business Combination Agreement. These shares were part of an earnout structure linked to the company’s stock price performance through October 19, 2026.
The agreement allowed former Legacy Navitas stockholders and certain other holders to receive up to 10,000,000 contingent earnout shares. Navitas states that, in total, 9,841,948 Class A shares have now been issued under this arrangement and that all Triggering Events and related earnout share issuances required by the agreement have been completed.
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Insights
Navitas completes its SPAC earnout share obligations with a final stock issuance.
Navitas Semiconductor issued 3,280,666 Class A shares for Triggering Event III under its Business Combination Agreement with Legacy Navitas. These earnout shares were contingent on the stock hitting specified price targets by October 19, 2026, which have now been achieved.
In total, 9,841,948 Class A shares have been issued under this earnout framework, just below the 10,000,000-share cap. The company confirms that all Triggering Events have been met and all related earnout issuances are complete, clarifying this component of its equity overhang from the original SPAC transaction.
Future capital-structure changes will depend on separate corporate actions, as this particular contingent equity program has now fully run its course based on disclosed stock price milestones and contractual terms in the Business Combination Agreement.
8-K Event Classification
Key Figures
Key Terms
Triggering Event III financial
Business Combination Agreement regulatory
contingent right financial
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| Item 8.01. | Other Events. |
On June 15, 2026, Navitas Semiconductor Corporation (the “Company”) issued an aggregate of 3,280,666 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 III (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 had 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 achieved certain price targets before October 19, 2026. As of the date hereof, an aggregate of 9,841,948 shares of Class A common stock have been issued by the Company pursuant to its obligations under the Business Combination Agreement, and all Triggering Events under the Business Combination Agreement have been met and all earnout share issuances required in connection with the Triggering Events have been effected.
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: June 15, 2026 | |||
| By: | /s/ Chris Allexandre | ||
| Chris Allexandre | |||
| President and Chief Executive Officer | |||