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): February 4, 2022

NAVITAS SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-39755	85-2560226
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

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
Class A Common Stock, par value $0.0001 per share	NVTS	The Nasdaq Stock Market LLC
Warrants to receive one share of Class A 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 8.01. Other Events.

On February 4, 2022, Navitas Semiconductor Corporation (“Navitas”) issued a press release announcing the redemption of all of its outstanding publicly traded and privately held warrants to purchase shares of its Class A common stock that were issued under the Warrant Agreement, dated as of December 2, 2020, between Navitas (f/k/a Live Oak Acquisition Corp. II) and Continental Stock Transfer & Trust Company (the “Warrant Agent”), at 5:00 p.m. New York City time on March 7, 2022, for a redemption price of $0.10 per warrant. A copy of the press release announcing the redemption is filed as Exhibit 99.1 to this report and incorporated herein by reference.

At Navitas’ direction, the Warrant Agent is delivering a Notice of Redemption to registered holders of outstanding warrants. A copy of the Notice of Redemption is filed as Exhibit 99.2 to this report and incorporated herein by reference.

None of this current report, the press release or the Notice of Redemption attached as exhibits constitutes an offer to sell or the solicitation of an offer to buy any Navitas securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated February 4, 2022
99.2	Notice of Redemption, dated February 4, 2022
104	Cover Page Interactive Data File

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: February 4, 2022
	By:	/s/ Gene Sheridan
		Gene Sheridan
		President and Chief Executive Officer