UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2021
NAVITAS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-39755 | 85-2560226 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
22 Fitzwilliam Square South, Dublin, Ireland | D02 FH68 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (844) 654-2642
N/A
(Former Name or Former Address, if Changed Since Last Report)
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) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 per share | NVTS | The Nasdaq Stock Market LLC | ||
Warrants to receive one share of Common Stock at an exercise price of $11.50 per share | NVTSW | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
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 2.02 | Results of Operations and Financial Condition. |
On November 9, 2021, Navitas Semiconductor Corporation (f/k/a Live Oak Acquisition Corp. II (“Live Oak”)) (the “Company”) issued a press release announcing the financial results for the third quarter ended September 30, 2021 of its wholly owned subsidiary Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) with a dual existence as a domesticated limited liability company in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Navitas Delaware”, and together with Navitas Ireland, “Legacy Navitas”), including its consolidated subsidiaries. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
After the third quarter and as announced in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 19, 2021, the Company completed its business combination with Legacy Navitas on October 19, 2021 and, in connection with the business combination, changed its name from Live Oak Acquisition Corp. II to Navitas Semiconductor Corporation. The financial results of Live Oak for the quarter ended September 30, 2021 are not reflected in the Company’s press release included as Exhibit 99.1 to this Current Report. They will be included in the Company’s quarterly report on Form 10-Q, which the Company expects to file with the SEC on or before November 15, 2021.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” with the SEC nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
Exhibit Number | ||
99.1 | Press Release dated November 9, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: November 9, 2021 | ||||||
By: | /s/ Gene Sheridan | |||||
Gene Sheridan | ||||||
Chief Executive Officer |