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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Navitas Semiconductor Corp (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ranbir Singh 17141 Collins Ave, Unit 4301, Sunny Isles Beach, FL, 33160 703-468-0487 Andrew Freedman, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Singh Ranbir | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
14,943,475.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Navitas Semiconductor Corp |
| (c) | Address of Issuer's Principal Executive Offices:
3520 CHALLENGER ST., TORRANCE,
CALIFORNIA
, 90503. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
Dr. Singh is pleased by the Board's decision to seek to declassify itself through the inclusion of a declassification proposal for stockholder approval in the Issuer's recently filed proxy statement. Dr. Singh looks forward to continuing to work constructively with his fellow Board members to support the Issuer and enhance value for all stockholders. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
As of the date hereof, Dr. Singh beneficially owned directly 14,943,475 Shares, constituting approximately 6.4% of the Shares outstanding, which is based upon 233,713,166 Shares outstanding, as of May 8, 2026, which is the total number of Shares outstanding as reported in the Issuer's Prospectus on Form 424B5 filed with the Securities and Exchange Commission on May 11, 2026. |
| (c) | Item 5(c) is hereby amended to add the following:
The transactions in the Shares by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit 1
Transactions in the Shares of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
| Class of Security |
Securities Purchased/Sold |
Price ($) |
Date of Purchase/Sale |
RANBIR SINGH
| Sale of Class A Common Stock | (3,060,118) | 29.28621 | 05/27/2026 |
| Sale of Class A Common Stock | (664,058) | 28.72012 | 05/28/2026 |
1 The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $28.5600 to $31.9400, per share.
2 The price reported is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $28.4400 to $29.4300, per share.