$NVTS·8-K

Navitas Semiconductor Corp · May 22, 4:20 PM ET

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Navitas Semiconductor Corp 8-K

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Navitas Semiconductor Issues 3.28M Shares Under Business Combination Agreement

What Happened Navitas Semiconductor Corporation filed an 8-K (Item 8.01) on May 22, 2026, announcing it issued 3,277,438 shares of its Class A common stock (par value $0.0001) to satisfy obligations tied to “Triggering Event I” under the Business Combination Agreement dated May 6, 2021. The agreement relates to the company’s predecessor transaction (Live Oak Acquisition Corp. II) and the former stockholders of Legacy Navitas (domesticated as Navitas Semiconductor Ireland, LLC).

Key Details

  • Issuance date: May 22, 2026.
  • Shares issued: 3,277,438 shares of Class A common stock (par value $0.0001).
  • Agreement: Business Combination Agreement dated May 6, 2021 (related to the company’s SPAC combination).
  • Contingent pool: Former Legacy Navitas stockholders and certain others may receive up to a total of 10,000,000 Class A shares if Navitas’s stock hits specified price targets before October 19, 2026.

Why It Matters This filing documents a securities issuance tied to contingent consideration from the company’s business combination, which can affect outstanding share counts and investor dilution. The 3.28 million shares reduce (but do not eliminate) the remaining contingent shares available under the agreement; additional shares may be issued if future stock-price targets are met before the October 19, 2026 deadline. Investors should note this is a corporate governance/transaction-related development (Item 8.01), not an earnings or executive-change disclosure.

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