Navitas Semiconductor Corp 10-K, filed Mar 25, 2021

Navitas Semiconductor Corp (NVTS)

10-K 2021-03-25 For: 2020-12-31

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Added on April 08, 2026

About this 10-K

Navitas Semiconductor Corp filed this 10-K on March 25, 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.)

4921 William Arnold Road Memphis, TN		38117
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	LOKB.U	The New York Stock Exchange

Class A common stock, par value $0.0001 per share	LOKB	The New York Stock Exchange

Redeemable warrants	LOKB WS	The New York Stock Exchange

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	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Reserved	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 8.	Financial Statements and Supplementary Data	21
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A.	Controls and Procedures	21
Item 9B.	Other Information	21

Part III

Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13.	Certain Relationships and Related Transactions, and Director Independence	29
Item 14.	Principal Accountant Fees and Services	31

Part IV

Item 15.	Exhibit and Financial Statement Schedules	32
Item 16.	Form 10-K Summary	32

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	%

	Year 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	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

	(2)	Financial Statements Schedules

		All financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this annual report.

	(3)	Exhibits
		We hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.

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	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-18

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’ EQUITY
Liabilities
Current liabilities
Accrued expenses	$	90,471
Accrued offering costs		27,981
Total Current Liabilities		118,452

Deferred underwriting fee payable		8,067,500
Total Liabilities		8,185,952

Commitments and contingencies

Class A common stock subject to possible redemption, 24,184,232 shares at $10.00 per share redemption value		241,842,320

Stockholders’ Equity
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; 1,115,768 shares issued and outstanding (excluding 24,184,232 shares subject to possible redemption)		112
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,325,000 shares issued and outstanding		633
Additional paid-in capital		5,117,598
Accumulated deficit		(118,337	)
Total Stockholders’ Equity		5,000,006
Total Liabilities and Stockholders’ Equity	$	255,028,278

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

Other income:
Interest income - bank		690
Interest earned on investments held in Trust Account		18,241
Other income		18,931

Net loss	$	(118,337	)

Weighted average shares outstanding of Class A redeemable common stock		25,300,000
Basic and diluted income per share, Class A redeemable common stock	$	0.00

Weighted average shares outstanding of Class B non-redeemable common stock		5,645,246
Basic and diluted net loss per share, Class B non-redeemable common stock	$	(0.02	)

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

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

Sale of 25,300,000 Units, net of underwriting discounts		25,300,000			2,530			—		—		239,933,133			—			239,935,663

Sale of 4,666,667 Private Placement Units		—			—			—		—		7,000,000			—			7,000,000

Class A common stock subject to possible redemption		(24,184,232	)		(2,418	)		—		—		(241,839,902	)		—			(241,842,320	)

Net loss		—			—			—		—		—			(118,337	)		(118,337	)

Balance – December 31, 2020		1,115,768		$	112			6,325,000	$	633	$	5,117,598		$	(118,337	)	$	5,000,006

Cash Flows from Operating Activities:
Net loss	$	(118,337	)
Adjustments to reconcile net loss to net cash used in operating activities:
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:
Initial classification of Class A common stock subject to possible redemption	$	241,959,340
Change in value of Class A common stock subject to possible redemption	$	(117,020	)
Deferred underwriting fee payable	$	8,067,500
Offering costs included in accrued offering costs	$	27,981

	For the Period From August 12, 2020 (inception) Through December 31,
	2020
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	18,931
Income and Franchise Tax		(18,931	)
Net Earnings	$	—
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		25,300,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00

Non-Redeemable Class B Common Stock
Numerator: Net Loss minus Redeemable Net Earnings
Net Loss	$	(118,337	)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(118,337	)
Denominator: Weighted Average Non-Redeemable Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		5,645,246
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.02	)

	●	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	%
State taxes, net of federal tax benefit	0.0	%
Change in valuation allowance	(21.0	)%
Income tax provision	0.0	%

				Held-To-Maturity		Level				Amortized Cost				Gross Holding Loss				Fair Value
	December 31, 2020			U.S. Treasury Securities (Mature on 5/11/2021)			1			$	253,017,318			$	(15,710	)		$	253,001,608

	LIVE OAK ACQUISITION CORP. II

Dated: March 25, 2021	By:	/s/ Richard J. Hendrix
		Richard J. Hendrix
		Chief Executive Officer

Signature	Title	Date

/s/ Richard J. Hendrix	Chief Executive Officer and Director	March 25, 2021
Richard J. Hendrix	(Principal Executive Officer)

/s/ Andrea K. Tarbox	Chief Financial Officer and Directors	March 25, 2021
Andrea K. Tarbox	(Principal Financial Officer and Principal Accounting Officer)

/s/ John P. Amboian	Chairman of the Board	March 25, 2021
John P. Amboian

/s/ Jon Furer	Director	March 25, 2021
Jon Furer

/s/ Tor Braham	Director	March 25, 2021
Tor Braham

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A common stock except as otherwise described below;

	●	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

Redemption Date (period to expiration of warrants)	Fair Market Value of Class A Common Stock
Redemption Date (period to expiration of warrants)	≤10.00	11.00	12.00	13.00	14.00	15.00	16.00	17.00	≥18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

	●	if we are unable to complete our initial business combination by December 7, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

	●	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account, (ii) vote on any initial business combination or (iii) vote on matters related to our pre-initial business combination activity;

	●	although we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view;

	●	if a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; whether or not we maintain our registration under the our Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;

	●	so long as we obtain and maintain a listing for our securities on the NYSE, NYSE rules require that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions);

	●	if our stockholders approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by December 7, 2022 or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares; and

	●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

	●	an affiliate of an interested stockholder; or

	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or

	●	on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.