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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 12, 2021, Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement/prospectus (File No. 333-256880) filed by the Company with the Securities and Exchange Commission on June 8, 2021, as supplemented.
There were 31,625,000 shares of common stock issued and outstanding on September 13, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 22,440,198 shares present either by proxy or online, representing approximately 70.96% of the total outstanding shares of the Company’s common stock as of the Record Date, which constituted a quorum.
A summary of the voting results for each proposal submitted to a vote of stockholders at the Special Meeting is set forth below.
Proposal No. 1 – The Business Combination Proposal
The proposal to (a) approve and adopt the Business Combination Agreement and Plan of Reorganization, dated as of May 6, 2021 (the “Business Combination Agreement”), among the Company, Live Oak Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Delaware Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware”, and the combined entity of Navitas Ireland as domesticated as Navitas Delaware, “Navitas”), pursuant to which the Company agreed to commence a tender offer to acquire the entire issued share capital of Navitas Ireland (other than certain Navitas Ireland Restricted Shares) (the “Tender Offer”) in exchange for the per share issuance of the applicable Per Share Tender Offer Consideration, and Merger Sub will merge with and into Navitas Delaware (the “Merger”), with the consummation of the Tender Offer and the Merger resulting in Navitas becoming a wholly owned subsidiary of the Company and (b) approve the Tender Offer, the Merger and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”), was approved and adopted, and all transactions contemplated by the Business Combination were approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 22,076,442 | 362,716 | 1,040 |
Proposal Nos. 2–3 – The Charter Proposals
Proposal No. 2 – The Authorized Share Charter Proposal
The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the Company’s capital stock, par value $0.0001 per share, from (a) 111,000,000 shares, consisting of (i) 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock (the “Class A Common Stock”), and 10,000,000 shares of Class B common stock (the “Class B Common Stock”), and (ii) 1,000,000 shares of preferred stock, to (b) 751,000,000 shares, consisting of (i) 750,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock was approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 21,975,026 | 423,567 | 41,605 |
Proposal No. 3 – The Additional Charter Proposal
The amendment to the Charter to make certain other changes that the Company’s board of directors deems appropriate for a public operating company, including (a) eliminating provisions in the Charter relating to the Company’s Initial Business Combination that will no longer be applicable to the Company following the closing of the Business Combination, including provisions relating to (i) redemption rights with respect to Class A Common Stock, (ii) the Trust Account (as defined below), (iii) share issuances prior to the consummation of the Initial Business Combination, (iv) transactions with affiliates and other blank check companies, (v) approval of the Initial Business Combination and (vi) the minimum value of the target in the Initial Business Combination, and (b) to change the post-combination company’s name from “Live Oak Acquisition Corp. II” to “Navitas Semiconductor Corporation” (collectively, the “Additional Charter Proposal”) was approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 22,041,892 | 393,445 | 4,861 |
Proposal No. 4 – The PIPE Proposal
The proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance and sale of 17,300,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which will occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement (the “PIPE Proposal”) was approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 22,037,471 | 391,679 | 11,048 |
Proposal No. 5 – The 2021 Plan Proposal
The 2021 Equity Incentive Plan (the “2021 Plan”) and the material terms thereunder (the “2021 Plan Proposal”) were approved and adopted. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 21,849,395 | 566,970 | 23,833 |
Proposal No. 6 – The Director Election Proposal
The Company’s stockholders elected, effective immediately at the effective time of the Merger, Gene Sheridan and Daniel Kinzer to serve as Class I directors until the 2022 annual meeting of stockholders, Brian Long, Dipender Saluja and David Moxam to serve as Class II directors until the 2023 annual meeting of stockholders and Richard J. Hendrix and Gary K. Wunderlich to serve as Class III directors until the 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”). The voting results were as follows:
| Nominee |
Votes For | Withheld | ||||||
| Gene Sheridan |
21,342,254 | 1,097,944 | ||||||
| Daniel Kinzer |
22,072,287 | 367,911 | ||||||
| Brian Long |
22,071,287 | 368,911 | ||||||
| Dipender Saluja |
21,340,454 | 1,099,744 | ||||||
| David Moxam |
22,072,237 | 367,961 | ||||||
| Richard J. Hendrix |
20,945,227 | 1,494,971 | ||||||
| Gary K. Wunderlich |
21,675,200 | 764,998 | ||||||
Proposal No. 7 – The Adjournment Proposal
The adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the PIPE Proposal, the 2021 Plan Proposal or the Director Election Proposal was approved. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 21,760,687 | 665,124 | 14,387 |
| Item 7.01. | Regulation FD Disclosure. |
The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On October 13, 2021, the Company issued a press release announcing the approval of the proposals related to the Business Combination at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated October 13, 2021. | |
| 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.
Dated: October 13, 2021
| LIVE OAK ACQUISITION CORP. II | ||
| By: | /s/ Andrea K. Tarbox | |
| Name: | Andrea K. Tarbox | |
| Title: | Chief Financial Officer | |