Navitas (NASDAQ: NVTS) amends sponsor earnout share rights with Live Oak
Rhea-AI Filing Summary
Navitas Semiconductor Corporation entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC regarding contingent earnout shares from its prior business combination. The original Business Combination Agreement allowed former Legacy Navitas holders and certain others to receive up to 10,000,000 Earnout Shares if stock price targets are met before October 19, 2026.
Under the new agreement, Navitas will transfer 726,225 Sponsor Earnout Shares to Live Oak Sponsor so these shares are fully vested, non-forfeitable, and no longer subject to transfer restrictions. This transfer is in addition to 421,000 Sponsor Earnout Shares previously agreed as earned, while 115,775 Sponsor Earnout Shares are forfeited by Live Oak Sponsor. Both parties grant broad mutual releases related to the prior letter agreement, and Live Oak Sponsor agrees to indemnify Navitas against certain claims from its equityholders.
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8-K Event Classification
Key Figures
Key Terms
Settlement, Release and Amendment Agreement regulatory
Business Combination Agreement and Plan of Reorganization financial
general release of claims regulatory
indemnify, defend, and hold harmless regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 18, 2026, Navitas Semiconductor Corporation (the “Company”) entered into a Settlement, Release and Amendment Agreement (the “Settlement Agreement”), by and between the Company and Live Oak Sponsor Partners II, LLC (“Live Oak Sponsor”). As set forth 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”), 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 (the “Earnout Shares”) of the Company’s Class A common stock, par value of $0.0001 per share, from the Company if the Company’s stock price achieves certain price targets before October 19, 2026. The Company and Live Oak Sponsor are also parties to that certain Sponsor Letter Agreement Re: Business Combination, dated May 6, 2021 (as amended to date, the “Letter Agreement”), which, among other things, sets forth certain agreements between the Company and Live Oak Sponsor with respect to the vesting, forfeiture and transfer of Earnout Shares issuable to Live Oak Sponsor by the Company under certain conditions (the “Sponsor Earnout Shares”).
As set forth in the Settlement Agreement, each of the Company and Live Oak Sponsor agreed that the Company would effectuate the transfer of 726,225 Sponsor Earnout Shares (the “Earnout Agreement Shares”) to Live Oak Sponsor such that these Sponsor Earnout Shares are no longer subject to vesting or forfeiture, or prohibitions on Transfer (as defined in the Letter Agreement) by Live Oak Sponsor. The Earnout Agreement Shares are in addition to the transfer of 421,000 Sponsor Earnout Shares that the Company and Live Oak Sponsor previously agreed had been earned by Live Oak Sponsor pursuant to the Letter Agreement prior to the execution of the Settlement Agreement. Pursuant to the Settlement Agreement, Live Oak Sponsor forfeited 115,775 Sponsor Earnout Shares.
Under the Settlement Agreement, the Company and Live Oak Sponsor each agreed to (i) a general release of claims, including the claims of their respective predecessors, successors, affiliates, and assigns, with respect to any disputes arising from or related to the Letter Agreement and (ii) certain confidentiality and non-disparagement provisions as set forth in the Settlement Agreement. Live Oak Sponsor further agreed to indemnify, defend, and hold harmless the Company, its predecessors, successors, affiliates, and assigns against any claims brought, initiated or commenced by any direct or indirect equityholders of Live Oak Sponsor arising out of, relating to, or resulting from any claims released by Live Oak Sponsor under the Settlement Agreement.
The foregoing description of the terms of the Settlement Agreement is qualified in its entirety to the actual text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
| 10.1 | Settlement, Release and Amendment Agreement, dated May 18, 2026, by and between Navitas Semiconductor Corporation and Live Oak Sponsor Partners II, LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||