Navitas Semiconductor Corp 10-K/A, filed Nov 24, 2021

Navitas Semiconductor Corp (NVTS)

10-K/A 2021-11-24 For: 2020-12-31

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Added on April 08, 2026

About this 10-K/A

Navitas Semiconductor Corp filed this 10-K/A on November 24, 2021, covering the fiscal year ended December 31, 2020.

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Delaware		85-2560226
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

22 Fitzwilliam Square South, Dublin, Ireland		D02 FH68
(Address of principal executive offices)		(Zip Code)

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

Redeemable warrants	NVTSW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Part I

Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Reserved	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	25
Item 9B.	Other Information	25

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships and Related Transactions, and Director Independence	33
Item 14.	Principal Accountant Fees and Services	35

Part IV

Item 15.	Exhibit and Financial Statement Schedules	36
Item 16.	Form 10-K Summary	36

Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes

Name	Age	Position
John P. Amboian	59	Chairman
Richard J. Hendrix	55	Chief Executive Officer and Director
Andrea Tarbox	70	Chief Financial Officer and Director
Gary K. Wunderlich, Jr.	50	President
Adam Fishman	41	Chief Operating Officer
Jon Furer	64	Director
Tor Braham	63	Director

Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Outstanding Common Stock
Live Oak Sponsor Partners II, LLC⁽³⁾⁽⁴⁾		6,325,000		20.0	%
John P. Amboian		—		—
Richard J. Hendrix		6,325,000		20.0	%
Gary K. Wunderlich, Jr		6,325,000		20.0	%
Adam Fishman		—		—
Andrea Tarbox		—		—
Jon Furer		—		—
Tor Braham		—		—
All executive officers and directors as a group (seven individuals)		6,325,000		20.0	%
Adage Capital Partners, L.P.⁽⁵⁾		1,980,000		7.8	%
Atalaya Capital Management LP ⁽⁶⁾		1,650,000		6.5	%
Millennium Management LLC ⁽⁷⁾		1,546,482		6.1	%

	Period Ended December 31, 2020
Audit Fees	$	73,130
Audit Related Fees	$	-
Tax Fees	$	-
All Other Fees	$	-
Total	$	73,130

	Page
Report of Independent Registered Public Accounting Firm (as Restated)	F-2
Balance Sheet (as Restated)	F-3
Statement of Operations (as Restated)	F-4
Statement of Changes in Stockholders’ Equity (as Restated)	F-5
Statement of Cash Flows (as Restated)	F-6
Notes to Financial Statements	F-7

Exhibit		Description
1.1		Underwriting Agreement, dated December 2, 20202, by and among the Company, Jeffries LLC and BofA Securities, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2020).
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 7, 2020).
3.2		By Laws (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 4, 2020).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 18, 2020).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 18, 2020).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 18, 2020).
4.4		Warrant Agreement dated December 2, 2020 by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
4.5*		Description of Registered Securities.
10.1		Letter Agreement dated December 2, 2020 by and among the Registrant and its officers, directors and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
10.2		Promissory Note, dated August 12, 2020, issued to the Sponsor (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 4, 2020).
10.3		Investment Management Trust Agreement dated December 2, 2020 by and between Continental Stock Transfer & Trust Company, LLC and the Registrant (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
10.4		Registration Rights Agreement dated December 2, 2020 by and between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
10.5		Securities Subscription Agreement, dated August 12, 2020, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 4, 2020).
10.6		Private Placement Warrant Purchase Agreement dated December 2, 2020 between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
10.8		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-249854) filed with the Commission on November 18, 2020).
10.9		Administrative Support Agreement dated December 2, 2020 by and between the Registrant and Live Oak Merchant Partners LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 8, 2020).
31.1		Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Document.

Report of Independent Registered Public Accounting Firm (as Restated)	F-2
Financial Statements:
Balance Sheet (as Restated)	F-3
Statement of Operations (as Restated)	F-4
Statement of Changes in Stockholders’ Deficit (as Restated)	F-5
Statement of Cash Flows (as Restated)	F-6
Notes to Financial Statements (as Restated)	F-7 to F-23

ASSETS
Current assets
Cash	$	1,896,170
Prepaid expenses		113,867
Total Current Assets		2,010,037

Cash and marketable securities held in Trust Account		253,018,241
Total Assets	$	255,028,278

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accrued expenses	$	90,471
Accrued offering costs		27,981
Total Current Liabilities		118,452

Derivative warrant liabilities		20,436,001
Deferred underwriting fee payable		8,067,500
Total Liabilities		28,621,953

Commitments and contingencies

Class A common stock subject to possible redemption, 25,300,000 shares at $10.00 per share redemption value		253,000,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no non-redeemable shares issued and outstanding		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,325,000 shares issued and outstanding		633
Accumulated deficit		(26,594,308	)
Total Stockholders’ Deficit		(26,593,675	)
Total Liabilities and Stockholders’ Deficit	$	255,028,278

General and administrative expenses	$	137,268
Loss from operations		(137,268	)

Other income (expense):
Change in the fair value of derivative warrant liabilities		(3,013,001	)
Transaction costs allocated to derivative warrant liabilities		(587,958	)
Interest income - bank		690
Interest earned on investments held in Trust Account		18,241
Other expense, net		(3,582,028	)

Net loss	$	(3,719,296	)

Weighted average shares outstanding of Class A common stock		4,276,056
Basic and diluted net loss per share, Class A common stock	$	(0.37	)

Weighted average shares outstanding of Class B common stock		5,645,246
Basic and diluted net loss per share, Class B common stock	$	(0.37	)

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – August 12, 2020 (Inception)		—	$	—		—	$	—	$	—		$	—		$	—

Issuance of Class B common stock to Sponsor		—		—		6,325,000		633		24,367			—			25,000

Excess of proceeds received over fair value of private placement warrants		—		—		—		—		793,333			—			793,333

Accretion of Class A common stock subject to possible redemption		—		—		—		—		(817,700	)		(22,875,012	)		(23,692,712	)

Net loss		—		—		—		—		—			(3,719,296	)		(3,719,296	)

Balance – December 31, 2020		—	$	—		6,325,000	$	633	$	—		$	(26,594,308	)	$	(26,593,675	)

Cash Flows from Operating Activities:
Net loss	$	(3,719,296	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		3,013,001
Transaction costs allocated to derivative warrant liabilities		587,958
Interest earned on investments held in Trust Account		(18,241	)
Changes in operating assets and liabilities:
Prepaid expenses		(113,867	)
Accrued expenses		90,471
Net cash used in operating activities		(159,974	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(253,000,000	)
Net cash used in investing activities		(253,000,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		248,390,000
Proceeds from sale of Private Placement Warrants		7,000,000
Proceeds from promissory note – related party		240,000
Repayment of promissory note – related party		(240,000	)
Payment of offering costs		(358,856	)
Net cash provided by financing activities		255,056,144

Net Change in Cash		1,896,170
Cash – Beginning of period		—
Cash – End of period	$	1,896,170

Non-Cash financing activities:
Deferred underwriting fee payable	$	8,067,500
Offering costs included in accrued offering costs	$	27,981

As of December 7, 2020	As Previously Reported			Adjustment			As Restated
Total assets	$	255,055,116					$	255,055,116
Total liabilities	$	8,095,767					$	8,095,767
Class A common stock subject to possible redemption		241,959,340			11,040,660			253,000,000
Preferred stock		-			-			-
Class A common stock		110			(110	)		-
Class B common stock		633			-			633
Additional paid-in capital		5,005,580			(5,005,580	)		-
Accumulated deficit		(1,314	)		(6,039,970	)		(6,041,284	)
Total stockholders’ equity (deficit)	$	5,000,009		$	(11,040,660	)	$	(6,040,651	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	255,055,116		$	-		$	255,055,116

As of December 31, 2020	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
Total assets	$	255,028,278					$	255,028,278
Total liabilities	$	28,621,953					$	28,621,953
Class A common stock subject to possible redemption		221,406,320			31,593,680			253,000,000
Preferred stock		-			-			-
Class A common stock		316			(316	)		-
Class B common stock		633			-			633
Additional paid-in capital		8,718,352			(8,718,352	)		-
Accumulated deficit		(3,719,296	)		(22,875,012	)		(26,594,308	)
Total stockholders’ equity (deficit)	$	5,000,005		$	(31,593,680	)	$	(26,593,675	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit)	$	255,028,278		$	-		$	255,028,278

	Earnings Per Share
	As Reported As Previously Restated in 10-K/A Amendment No. 1			Adjustment			As Restated
For the period From August 12, 2020 (Inception) Through December 31, 2020
Net loss	$	(3,719,296	)	$	-		$	(3,719,296	)
Weighted average shares outstanding - Class A common stock		25,300,000			(21,023,944	)		4,276,056
Basic and diluted loss per share – Class A common stock	$	-		$	(0.37	)	$	(0.37	)
Weighted average shares outstanding - Class B common stock		5,645,246			-			5,645,246
Basic and diluted loss per share - Class B common stock	$	(0.66	)	$	0.29		$	(0.37	)

Gross proceeds	$	253,000,000
Less:
Proceeds allocated to Public Warrants		(11,216,333	)
Class A common stock issuance costs		(12,476,379	)
Plus:
Accretion of carrying value to redemption value		23,692,712

Class A common stock subject to possible redemption	$	253,000,000

	For The Period Ended August 12, 2020 (inception) through December 31, 2020
	Class A			Class B
Basic and diluted net loss per common share
Numerator:
Allocation of net loss	$	(1,603,007	)	$	(2,116,289	)
Denominator:
Basic and diluted weighted average shares outstanding		4,276,056			5,645,246

Basic and diluted net loss per common share	$	(0.37	)	$	(0.37	)

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Deferred tax asset
Net operating loss carryforward	$	12,330
Organizational costs/startup expenses		12,520
Total deferred tax asset		24,850
Valuation allowance		(24,850	)
Deferred tax asset, net	$	—

Federal
Current	$	—
Deferred		(24,850	)

State
Current	$	—
Deferred		—
Change in valuation allowance		24,850
Income tax provision	$	—

Statutory federal income tax rate	21.0	%
Change in fair value of derivative warrant liabilities	(17.0	)%
Transaction costs allocated to derivative warrant liabilities	(3.3	)%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(0.7	)%
Income tax provision	0.0	%

Held-To-Maturity		Amortized Cost				Gross Holding Loss				Fair Value
U.S. Treasury Securities (Mature on 5/11/2021)		$	253,017,318			$	(15,710	)		$	253,001,608

			December 31,
	Level		2020
Assets:
Cash and marketable securities held in Trust Account		1	$	253,001,608

Liabilities:
Warrant Liabilities – Public Warrants		3	$	13,156,000
Warrant Liabilities – Private Placement Warrants		3	$	7,280,001

	December 7, 2020			December 31, 2020
Stock Price	$	9.77		$	10.33
Exercise Price	$	11.50		$	11.50
Volatility		25	%		25	%
Expected life of the options to convert (in years)		5.5			5.5
Risk-free rate		0.5	%		0.4	%
Dividend yield		0.0	%		0.0	%

	Private Placement		Public		Warrant Liabilities
Fair value as of August 12, 2020 (inception)	$	—	$	—	$	—
Initial measurement on December 7, 2020 (including over-allotment)		6,206,667		11,216,333		17,423,000
Change in fair value		1,073,334		1,939,667		3,013,001
Fair value as of December 31, 2020	$	7,280,001	$	13,156,000	$	20,436,001

	Navitas Semiconductor Corporation

Dated: November 23, 2021	By:	/s/ Todd Glickman
		Todd Glickman
		Chief Financial Officer

Date: November 23, 2021	/s/ Gene Sheridan
	Gene Sheridan
	Chief Executive Officer
	(Principal Executive Officer)