As filed with the Securities and Exchange Commission on September 15, 2021

Registration Statement No. 333-256880

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 4

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Live Oak Acquisition Corp. II

(Exact Name of Registrant as Specified in Its Charter)

40 S Main Street, #2550

Memphis, TN 38103 (901) 685-2865

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Live Oak Acquisition Corp. II

40 S. Main Street, #2550

Memphis, TN 38103

Attention: Richard J. Hendrix

Chief Executive Officer

(901) 685-2865

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2021

LIVE OAK ACQUISITION CORP. II

Dear Stockholders of Live Oak Acquisition Corp. II:

Live Oak Acquisition Corp. II, a Delaware corporation (“LOKB”), Live Oak Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of LOKB (“Merger Sub”), and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) that was 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”) have entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) pursuant to which LOKB agreed to commence a tender offer for the entire issued share capital of Navitas Ireland (other than certain restricted Navitas Ireland Common Shares (the “Navitas Ireland Restricted Shares”)) (the “Tender Offer”) for the applicable Per Share Tender Offer Consideration, and Merger Sub will merge with and into Navitas Delaware with Navitas Delaware surviving as a wholly owned subsidiary of LOKB (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Upon the consummation of the Business Combination, Navitas will be a wholly owned subsidiary of LOKB and LOKB will change its name to “Navitas Semiconductor Corporation”.

LOKB will commence the Tender Offer to acquire each allotted ordinary share of Navitas Ireland, par value U.S. $0.0001 per share (each a “Navitas Ireland Common Share”) (other than Navitas Ireland Restricted Shares granted pursuant to Navitas’ 2020 Equity Incentive Plan) and each preferred share of Navitas Ireland, par value U.S. $0.0001 per share, and designated as a Navitas Ireland Series A Preferred Share, Navitas Ireland Series B Preferred Share, Navitas Ireland Series B-1 Preferred Share or Navitas Ireland Series B-2 Preferred Share (each a “Navitas Ireland Preferred Share”) for (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) equal to the Navitas Ireland Exchange Ratio (as defined herein) and (ii) the contingent right to receive the applicable Earnout Shares (as defined below), in each case, without interest (collectively, the “Per Share Tender Offer Consideration”).

At the closing of the Business Combination (“Closing”), each limited liability company interest represented by the ordinary shares of Navitas Delaware par value U.S. $0.0001 per share (“Navitas Delaware Common Share”) (other than the outstanding restricted Navitas Delaware Common Shares granted pursuant to the 2020 Equity Incentive Plan (the “Navitas Delaware Restricted Shares”)) or by the preferred shares of Navitas Delaware par value U.S. $0.0001 per share and designated as a Navitas Delaware Series A Preferred Share, Navitas Delaware Series B Preferred Share, Navitas Delaware Series B-1 Preferred Share and Navitas Delaware Series B-2 Preferred Share (each, a “Navitas Delaware Preferred Share”), in each case, issued and outstanding immediately prior to the effective time of the Merger (“Effective Time”), will be canceled and converted into the right to receive (A) the number of shares of Class A Common Stock equal to the Navitas Delaware Exchange Ratio (as defined herein) and (B) the contingent right to receive the applicable Earnout Shares, in each case, without interest (collectively, the “Per Share Merger Consideration”).

All Eligible Navitas Equityholders (as defined herein) are expected to receive equity in the aggregate equal to $950.0 million (based on $10 per share), less an amount equal to the stamp duty estimated to be owed to the Irish taxing authority in connection with the Closing of the Business Combination, plus Earnout Shares. LOKB expects to issue up to approximately 78,300,000 shares of Class A Common Stock in connection with the Business Combination as part of the Per Share Tender Offer Consideration and the Per Share Merger Consideration and to reserve up to approximately 16,700,000 shares of Class A Common Stock for issuance with respect to options, restricted shares, restricted stock units and warrants to be issued in exchange for the release and extinguishment of outstanding pre-Business Combination Navitas Options, Navitas Restricted Shares, Navitas Restricted Stock Units and Navitas Warrants. The Closing of the Business Combination is subject to the satisfaction or waiver (where permissible) of certain conditions, including the requirement that LOKB having at least $250,000,000 in available cash (including proceeds in connection with the PIPE Financing (as defined below) and the funds in the Trust Account and after taking into account payments required to satisfy redemptions of public shares by LOKB’s public stockholders.)

See the section entitled “The Business Combination” of the attached proxy statement/prospectus for further information on the consideration being paid to the shareholders of Navitas.

LOKB’s units, Class A Common Stock and warrants are currently listed on the New York Stock Exchange under the symbols “LOKB.U,” “LOKB” and “LOKB.WS,” respectively. At the Closing of the Business Combination, each unit will separate into its components consisting of one share of Class A Common Stock and one-third of one warrant and, as a result, will no longer trade as a separate security.

LOKB has applied to list the shares of Class A Common Stock and the warrants of the post-combination company on the Nasdaq Global Market under the symbols “NVTS” and “NVTSW,” respectively, following the Closing of the Business Combination. LOKB anticipates that the Class A Common Stock and warrants of the post-combination company will cease trading on the New York Stock Exchange at the end of the trading day on which the Closing occurs and will commence trading on the Nasdaq Global Market at the beginning of the trading day immediately following the day on which the Closing occurs.

Pursuant to a Letter Agreement, dated December 2, 2020 by and among LOKB, its officers and directors and Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (our “Sponsor”), our Sponsor and LOKB’s officers and directors have agreed to (a) vote all of their shares of Class B common stock, par value $0.0001 per share (the “Founders Stock”), and all of their shares of Class A Common Stock in favor of the Business Combination and (b) certain restrictions on their shares of Class A Common Stock. In addition, in connection with the execution of the Business Combination Agreement, our Sponsor entered into an amendment to the Letter Agreement that provided, upon and subject to the Closing of the Business Combination, to subject eighty percent of its shares of Class A Common Stock to an extended lock-up period and to subject twenty percent of the Class A Common Stock held by our Sponsor immediately after such Closing to potential forfeiture, in each case, as further described in the attached proxy statement/prospectus.

As described further in the attached proxy statement/prospectus, LOKB will issue up to 10,000,000 additional shares of Class A Common Stock in the aggregate (“Earnout Shares”) to Eligible Navitas Equityholders in three equal tranches, upon the satisfaction of price targets of $12.50, $17.00 and $20.00, which price targets are based upon the volume-weighted average closing sale price of one share of Class A Common Stock quoted on the exchange on which the shares of Class A Common Stock are then traded, for any twenty trading days within any thirty consecutive trading day period during the earnout period that begins on the day following the first 150 days following the Closing date and ends on the five year anniversary thereof, or upon certain change of control transactions that imply a per share value that would satisfy the price targets. All Earnout Shares issued with respect to options, restricted stock, restricted stock units and warrants that were issued in exchange for outstanding pre-Business Combination Navitas Options, Navitas Restricted Shares, Navitas Restricted Stock Units and Navitas Warrants and are as of such time unvested, shall be issued subject to corresponding vesting and forfeiture restrictions.

Additionally, in connection with the execution of the Business Combination Agreement, to raise additional proceeds to fund the Business Combination, LOKB has entered into subscription agreements pursuant to which, among other things, certain investors have agreed to purchase an aggregate of 15,500,000 shares of Class A Common Stock, for a purchase price of $10.00 per share, for an aggregate purchase price of $155,000,000 (the “PIPE Financing”).

LOKB is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the special meeting of stockholders, which will be held on Tuesday, October 12, 2021, at 10:00 AM, Eastern time, via live webcast at https://www.cstproxy.com/liveoakacqii/2021, LOKB will ask its stockholders to approve and adopt the Business Combination Agreement, a copy of which is attached to this accompanying proxy statement/prospectus as Annex A, and to approve the transactions contemplated thereby, including the Business Combination, and to adopt and to approve the other proposals described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, certain shareholders of Navitas Ireland holding at least 80% of each class of the issued and allotted Navitas Ireland Shares (as required for the procedure set out in

Section 457 of the Companies Act 2014 of Ireland) and as holders of a number of issued and outstanding Navitas Delaware shares sufficient to constitute more than 50% percent of the interest in the profits of Navitas Delaware are parties to a shareholder tender and support agreement with LOKB and Navitas whereby such shareholders have irrevocably agreed, among other things, (a) to accept the offer in respect of their Navitas Ireland shares made pursuant to the Tender Offer and (b) to vote their Navitas Delaware shares in favor of the Business Combination Agreement and the Merger. In addition, Navitas Delaware will seek the written consent of Navitas Delaware’s shareholders as required to approve and adopt the Business Combination Agreement and the Merger.

After careful consideration, the boards of directors of LOKB and Navitas have each unanimously approved the Business Combination Agreement and the related transactions contemplated thereby and the board of directors of LOKB has approved the proposals described in this proxy statement/prospectus, and the boards of directors of LOKB and Navitas have each determined that it is advisable and in the best interest of each company to consummate the Business Combination. The board of directors of LOKB recommends that its stockholders vote “FOR” the approval of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” the other proposals described in this proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of Class A Common Stock you own. To ensure your representation at the special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided as soon as possible. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Please submit your proxy promptly, whether or not you expect to attend the special meeting.

PURSUANT TO THE EXISTING CHARTER, LOKB PUBLIC STOCKHOLDERS HAVE REDEMPTION RIGHTS IN CONNECTION WITH THE BUSINESS COMBINATION. LOKB STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION IN ORDER TO REDEEM THEIR SHARES OF CLASS A COMMON STOCK FOR CASH. THIS MEANS THAT PUBLIC STOCKHOLDERS WHO HOLD SHARES OF CLASS A COMMON STOCK TWO (2) BUSINESS DAYS BEFORE THE SPECIAL MEETING WILL BE ELIGIBLE TO ELECT TO HAVE THEIR SHARES OF CLASS A COMMON STOCK REDEEMED FOR CASH IN CONNECTION WITH THE SPECIAL MEETING, WHETHER OR NOT THEY ARE HOLDERS AS OF THE RECORD DATE, AND WHETHER OR NOT SUCH SHARES ARE VOTED AT THE SPECIAL MEETING.

More information about LOKB, Navitas and the proposed transactions is included in this proxy statement/prospectus. LOKB urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 50 OF THIS PROXY STATEMENT/PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated                     , 2021 and is first being mailed to the stockholders of LOKB on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION OR THE OTHER TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

LIVE OAK ACQUISITION CORP. II

40 S. Main Street, #2550

Memphis, TN 38103

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF LIVE OAK ACQUISITION CORP. II

To Be Held On Tuesday, October 12, 2021

To the Stockholders of Live Oak Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that the special meeting (the “special meeting”) of stockholders of Live Oak Acquisition Corp. II (“LOKB,” “we,” “our,” “us” or the “Company”) will be held at 10:00 AM, Eastern time, on Tuesday, October 12, 2021, via live webcast at the following address: https://www.cstproxy.com/liveoakacqii/2021. At the special meeting, LOKB stockholders will be asked to consider and vote upon the following proposals:

The full text of the Proposed Second A&R Charter reflecting each of the proposed amendments pursuant to the Charter Proposals is attached to the accompanying proxy statement/prospectus as Annex B.

The special meeting will be completely virtual. There will be no physical meeting location and the special meeting will only be conducted via live webcast at the following address: https://www.cstproxy.com/liveoakacqii/2021.

Only holders of record of shares of Class A Common Stock and LOKB Class B Common Stock at the close of business on September 13, 2021 are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of LOKB’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at LOKB’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.

Pursuant to our Charter, we are providing the holders of shares of Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “public stockholders”) with the opportunity to redeem, upon the Closing, shares of Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to LOKB to pay its taxes) from the IPO and a concurrent private placement of warrants to Live Oak Sponsor Partners II, LLC, a Delaware limited liability company (our “Sponsor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of June 30, 2021 of approximately $253.1 million, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding shares of Class A Common Stock sold in the IPO without LOKB’s prior consent. Holders of LOKB’s outstanding warrants sold in the IPO, which are exercisable for shares of Class A

Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Class A Common Stock they may hold, and our shares of Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, our Sponsor, officers and directors own approximately 20.0% of our outstanding Class A Common Stock and Class B Common Stock, including all of the shares of Class B Common Stock. Our Sponsor, officers and directors have agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Business Combination.

We will not consummate the Business Combination unless the Business Combination Proposal, the Charter Proposals, the PIPE Proposal, the 2021 Plan Proposal and the Director Election Proposal are approved at the special meeting. The Charter Proposals, the 2021 Plan Proposal and the Director Election Proposal are conditioned on the approval of the Business Combination Proposal and the PIPE Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement/prospectus. The approval of the Business Combination Proposal, the PIPE Proposal, the 2021 Plan Proposal and the Adjournment Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Authorized Share Charter Proposal requires the affirmative vote (online or by proxy) of (i) the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class, and (ii) the holders of a majority of the shares of Class A Common Stock entitled to vote thereon at the special meeting, voting as a single class. Approval of the Additional Charter Proposal requires the affirmative vote (online or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class. Approval of the Director Election Proposal requires the affirmative vote (online or by proxy) of a plurality of the votes cast by holders of shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class.

As of June 30, 2021, there was approximately $253.1 million in the Trust Account, which LOKB intends to use for the purpose of consummating the Business Combination, paying transaction expenses and working capital. Each redemption of shares by public stockholders will decrease the amount in the Trust Account. LOKB will not consummate the Business Combination if the redemption of shares would result in LOKB’s failure to have at least $5,000,001 of net tangible assets. In addition, the Business Combination Agreement includes a condition to closing that LOKB have at least $250,000,000 in available cash (including proceeds in connection with the private offering of securities of LOKB and the funds in the Trust Account) immediately prior to the effective time of the Merger, after taking into account payments required to satisfy redemptions of shares by public stockholders.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK OF LOKB YOU OWN. To ensure your representation at the special meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions maintained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly, whether or not you expect to attend the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you received from your broker, bank or other nominee.

The board of directors of LOKB has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the PIPE Proposal, “FOR” the 2021 Plan Proposal, “FOR ALL NOMINEES” in the Director Election Proposal and “FOR” the Adjournment Proposal.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of our Proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

                    , 2021

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by LOKB (File No. 333-256880) (the “Registration Statement”), constitutes a prospectus of LOKB under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Class A Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting of LOKB stockholders at which LOKB stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

This proxy statement/prospectus incorporates important business and financial information about LOKB that is not included in or delivered with the document.

This information is available without charge to you upon written or oral request. To make this request, you should contact our proxy solicitor at: (800) 662-5200.

To obtain timely delivery of requested materials, you must request the information no later than five business days prior to the date of the special meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find Additional Information.”

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement/prospectus to:

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Unless otherwise specified, the voting and economic interests of LOKB stockholders set forth in this proxy statement/prospectus (a) assume (i) that no public stockholders elect to have their public shares redeemed, (ii) a

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Closing Date of November 2, 2021, (iii) our Sponsor has no outstanding working capital loans to LOKB and (iv) that there are no other issuances of equity interests of LOKB or Navitas prior to the Closing and (b) do not take into account (i) LOKB Warrants that will remain outstanding following the Business Combination and may be exercised at a later date or (ii) the Earnout Shares.

The use of November 2, 2021 as the assumed Closing Date throughout this proxy statement/prospectus is for illustrative purposes only and is not intended to be a projection of the actual Closing Date.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information included in this proxy statement/prospectus, but does not include all of the information that is important to you. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A hereto and incorporated by reference into this proxy statement/prospectus. You should read carefully this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting.

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The following table presents the anticipated share ownership of various holders of LOKB upon the Closing of the Business Combination, which does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:

No Redemptions: This scenario assumes that no shares of Class A Common Stock are redeemed from LOKB’s public stockholders.

Illustrative Redemptions: This scenario assumes that 7,900,000 shares of Class A Common Stock are redeemed. The number of shares redeemed in this scenario is equal to 50% of the number of shares redeemed in the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation” and approximately 31.2% of the outstanding shares of Class A Common Stock as of the date of this proxy statement/prospectus.

Maximum Redemption: This scenario assumes the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation,” i.e., 15,800,000 shares of Class A Common Stock are redeemed (approximately 62.4% of the outstanding shares of Class A Common Stock as of the date of this proxy statement/prospectus).

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If the facts are different than these assumptions, the percentage ownership retained by LOKB’s existing stockholders in LOKB following the Business Combination will be different. For example, if we assume that all outstanding 8,433,333 public warrants and 4,666,667 private placement warrants were exercisable and exercised for cash following completion of the Business Combination, with proceeds to LOKB of approximately $150.7 million, and further assume that no public stockholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of LOKB would be as follows:

If we further assumed that the Earnout Shares were issued to the Eligible Navitas Equity Holders then the ownership of LOKB would be as follows:

Please see the sections entitled “Summary of the Proxy Statement/Prospectus — Ownership of LOKB After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The LOKB Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the LOKB Board’s decision-making process, see the subsection entitled “The Business Combination — The LOKB Board’s Reasons for the Approval of the Business Combination.”

In addition to voting on the proposal to approve and adopt the Business Combination Agreement and the Business Combination (the “Business Combination Proposal”) at the special meeting, LOKB’s stockholders will also be asked to vote on the approval of:

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For more information, see the sections entitled “Proposal Nos. 2–3 — The Charter Proposals,” “Proposal No. 4 — The PIPE Proposal,” “Proposal No. 5 — The 2021 Plan Proposal,” “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The Adjournment Proposal.”

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RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of Navitas and our business, financial condition and prospects following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Navitas,” the financial statements of Navitas and notes to the financial statements included herein.

Risks Related to Navitas’ Business

The cyclical nature of the semiconductor industry may limit Navitas’ ability to maintain or improve its net sales and profitability.

The semiconductor industry is highly cyclical and is prone to significant downturns from time to time. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

Recently, downturns in the semiconductor industry have been attributed to a variety of factors including the current COVID-19 pandemic, ongoing trade disputes between the United States and China, weakness in demand and pricing for semiconductors across applications, and excess inventory. These downturns have directly impacted Navitas’ business, suppliers, distributors and end customers.

Additionally, Navitas’ products are used across different end markets, and demand for its products is difficult to predict and may vary within or among its mobile, consumer electronics, enterprise, eMobility and new energy markets. Navitas’ target markets may not grow or develop as it currently expects, and demand may increase or change in one or more of its end markets, and changes in demand may reduce its revenue, lower its gross margin and effect its operating results. Navitas has experienced concentrations of revenue at certain end customers and within certain end markets, and Navitas regularly competes for design opportunities at these end customers and within these markets. Any deterioration in these end markets, reductions in the magnitude of revenue streams, Navitas’ inability to meet design and pricing requirements, or volatility in demand for Navitas’ products could lead to a reduction in its revenue and adversely affect its operating results. Navitas’ success in its end markets depends on many factors, including the strength or financial performance of the end customers in its end markets, its ability to timely meet rapidly changing product requirements, market needs, and its ability to maintain design wins across different markets and end customers to dampen the effects of market volatility. The dynamics of the markets in which Navitas operates make prediction of and timely reaction to such events difficult.

If Navitas is unable to accomplish any of the foregoing, or to offset the volatility of cyclical changes in the semiconductor industry or its end markets through diversification into other markets, it could harm Navitas’ business, financial condition, and operating results.

Conversely, significant upturns could cause Navitas to be unable to satisfy demand in a timely and cost-efficient manner and could result in increased competition for access to third-party foundry, assembly and testing capacity. Navitas is dependent on the availability of this capacity to manufacture and assemble Navitas’ products and Navitas can provide no assurance that adequate capacity will be available to Navitas in the future. In the event of such an upturn, Navitas may not be able to expand its workforce and operations in a sufficiently timely

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manner, procure adequate resources and raw materials, or locate suitable suppliers or other subcontractors to respond effectively to changes in demand for its existing products or to the demand for new products. Accordingly, Navitas’ business, financial condition and results of operations could be materially and adversely affected.

Downturns or volatility in general economic conditions could have a material adverse effect on Navitas’ business, financial condition, results of operations and liquidity.

Navitas’ net sales and profitability depend significantly on general economic conditions and the demand for the end products in the markets in which Navitas’ end customers compete, in particular in China. Weaknesses in the global economy and financial markets, including the current weaknesses resulting from the ongoing COVID-19 pandemic, have led to lower demand in some of the Navitas target product groups, which includes mobile, consumer electronics, enterprise, eMobility and new energy markets. Economic uncertainty affects businesses such as Navitas’ in a number of ways, making it difficult to accurately forecast and plan its future business activities. A decline in end-user demand can affect the need that end customers have for Navitas’ products, and the tightening of credit in financial markets may lead consumers and businesses to postpone spending, either of which may cause Navitas’ end customers to cancel, decrease or delay their existing and future orders with Navitas. Any further adverse changes in economic conditions, including any recession, economic slowdown or disruption of credit markets, may also lead to lower demand for Navitas’ products. In addition, financial difficulties experienced by Navitas’ suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges.

Since Navitas has significant operations in China, its business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China. A slowdown in economic growth in China could adversely impact Navitas’ end customers, prospective end customers, suppliers, distributors and partners in China, which could have a material adverse effect on Navitas’ results of operations and financial condition. There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted, or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect Navitas’ business, financial condition and results of operations.

In addition, any disruption in the credit markets, including as a result of the current COVID-19 pandemic, could impede Navitas’ access to capital. If there is limited access to additional financing sources, Navitas may be required to defer capital expenditures or seek other sources of liquidity, which may not be available on acceptable terms or at all. Similarly, if Navitas’ suppliers face challenges in obtaining credit or other financial difficulties, they may be unable to provide the necessary materials or services to Navitas.

Demand for Navitas’ products is a function of the health of the economies of the United States, Europe, China and the rest of Asia. Navitas cannot predict the timing, strength or duration of any economic disruptions, such as those resulting from the COVID-19 pandemic, or subsequent economic recovery worldwide, in Navitas’ industry, or in the different markets that Navitas serves. Navitas also may not accurately assess the impact of changing market and economic conditions on its business and operations. These and other economic factors have had and may in the future have, a material adverse effect on demand for Navitas’ products and on its financial condition and operating results.

All of these factors related to global economic conditions, which are beyond Navitas’ control, could adversely impact Navitas’ business, financial condition, results of operations and liquidity.

Navitas’ business could be materially and adversely affected by the current global COVID-19 pandemic or other health epidemics and outbreaks.

In connection with the COVID-19 pandemic, governments have implemented significant measures, including closures, quarantines, travel restrictions and other social distancing directives, intended to control the spread of

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the virus. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. To the extent that these restrictions remain in place, additional prevention and mitigation measures are implemented in the future, or there is uncertainty about the effectiveness of these or any other measures to contain or treat COVID-19, there is likely to be an adverse impact on global economic conditions and consumer confidence and spending, which could materially and adversely affect Navitas’ operations and demand for its products.

In addition, the COVID-19 pandemic has negatively impacted, and may continue to impact, the global semiconductor supply chain, resulting in shortages in supply. These shortages may result in delays in manufacturing for Navitas’ products and harm its ability to execute on its backlog and its business, revenue and results of operations.

The COVID-19 pandemic has also caused significant uncertainty and volatility in global financial markets and the trading prices for the securities of technology companies. Due to such volatility, Navitas may not be able to raise additional capital, if needed, on favorable terms, or at all. Further adverse economic events resulting from the COVID-19 pandemic, including a recession, depression, or other sustained economic downturn, could materially and adversely affect Navitas’ business, access to capital markets and the value of the post-combination company’s common stock.

In addition, given the inherent uncertainty surrounding COVID-19 due to rapidly changing governmental directives, public health challenges and economic disruption and the duration of the foregoing, the potential impact that the COVID-19 pandemic could have on the other risk factors described in this “Risk Factors” section remain unclear.

Navitas believes that it has experienced some delay and disruption in the manufacture, shipment, and sales of, and overall demand for, its products. In addition, Navitas believes the production capabilities of its suppliers has been, and will likely continue to be, impacted as a result of quarantines, closures of production facilities, lack of supplies, or delays caused by restrictions on travel or WFH orders. The continued disruption in the manufacture, shipment and sales of Navitas products may negatively and materially impact Navitas’ operating and financial operating results, including revenue, gross margins, operating margins, cash flows and other operating results. The resumption of normal business operations after such disruptions may be delayed and a resurgence of COVID-19 could occur resulting in continued disruption to Navitas, its suppliers and/or its end customers. As a result, the effects of the COVID-19 pandemic could have a material adverse impact on its business, results of operations and financial condition for the remainder of 2021 and beyond.

The semiconductor industry is highly competitive. If Navitas is not able to compete successfully, its business, financial results and future prospects will be harmed.

The semiconductor industry is highly competitive and characterized by constant and rapid technological change, short product lifecycles, significant price erosion, and evolving standards for quality. Accordingly, the success of Navitas’ business depends, to a large extent, on its ability to meet evolving industry requirements and introduce new products and technologies, both in a timely manner and at prices that are acceptable to end customers.

Moreover, the costs related to the research and development necessary to develop new technologies and products are significant and some of Navitas’ direct and indirect competitors may have greater financial, technological, manufacturing, marketing, and sales resources than Navitas. If they significantly increase the resources that they devote to developing and marketing their products, Navitas may not be able to compete effectively which could adversely impact Navitas’ business.

The semiconductor industry is characterized by continued price erosion, especially after a product has been on the market.

One of the results of the rapid innovation in the semiconductor industry is that pricing pressure, especially on products containing older technology, can be intense. Product life cycles are relatively short, and as a result,

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products tend to be replaced by more technologically advanced substitutes on a regular basis. In turn, demand for older technology falls, causing the price at which such products can be sold to drop, in some cases precipitously.

In order to profitably supply these products, Navitas must reduce its product costs in line with the lower revenue it can expect to generate. Usually, this must be accomplished through improvements in process technology and production efficiencies. If Navitas cannot advance its process technologies or improve its efficiencies to a degree sufficient to maintain required margins, it will no longer be able to make a profit from the sale of these products. Moreover, Navitas may not be able to cease production of such products, either due to contractual obligations or for end customer relationship reasons, and as a result may be required to bear a loss on such products. Navitas cannot guarantee that competition in its core product markets will not lead to price erosion, lower revenue or lower margins in the future. Should reductions in Navitas’ manufacturing costs fail to keep pace with reductions in market prices for the products it sells, this could have a material adverse effect on Navitas’ business, financial condition and results of operations.

Navitas’ working capital needs are difficult to predict.

Navitas’ working capital needs are difficult to predict and may fluctuate. The comparatively long period between the time at which it commences the manufacturing process and the time at which a product may be delivered to an end customer leads to high inventory and work-in-progress levels. The volatility of Navitas’ end customers’ businesses and the time required to manufacture products also makes it difficult to manage inventory levels.

Industry consolidation may result in increased competition, which could result in a reduction in revenue.

Some of Navitas’ competitors have made or may make acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants not currently considered competitors may enter Navitas’ market through acquisitions, partnerships or strategic relationships. Industry consolidation may result in competitors with more compelling product offerings or greater pricing flexibility due to their financial resources than Navitas has, or business practices that make it more difficult for Navitas to compete effectively, including on the basis of price, sales, technology or supply. These competitive pressures could have a material adverse effect on Navitas’ business.

As a result of these competitive pressures, Navitas may face declining sales volumes or lower prices for its products and may not be able to reduce total costs in line with declining revenue. If any of these risks materialize, they could have a material adverse effect on Navitas’ business, financial condition and results of operations.

Navitas depends on growth in the end markets that use its products. Any slowdown in the growth of these end markets could adversely affect its financial results.

Navitas’ continued success will depend in large part on general economic growth and growth within its target markets, which include electric vehicles, renewables and solar energy, enterprise, consumer goods and mobile phones. Factors affecting these markets could seriously harm Navitas’ end customers and, as a result, harm Navitas, including:

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Any slowdown in the growth of these end markets could adversely affect our financial results.

The average selling prices (“ASP”) of products in Navitas’ markets have historically decreased over time and could do so in the future, which could adversely impact Navitas’ revenue and profitability.

The market for Navitas’ products is generally characterized by declining ASPs resulting from factors such as increased competition, overcapacity, the introduction of new products and increased unit volumes. Navitas has in the past experienced, and in the future may experience, substantial period-to-period fluctuations in operating results due to declining ASPs. Navitas anticipates that ASPs may decrease in the future in response to the introduction of new products by Navitas or its competitors, or due to other factors, including pricing pressures from its end customers. In order to sustain profitable operations, Navitas must continually reduce costs for its existing products and also develop and introduce new products with enhanced features on a timely basis that can be sold initially at higher ASPs. Failure to do so could cause Navitas’ net sales and gross margins to decline, which would negatively affect its financial condition and results of operations and could significantly harm Navitas’ business.

Navitas may be unable to reduce the cost of its products sufficiently to enable Navitas to compete with others. Navitas’ cost reduction efforts may not allow it to keep pace with competitive pricing pressures and could adversely affect its gross margins. Navitas maintains an infrastructure of facilities and human resources in several locations around the world and, as a result, has limited ability to reduce its operating costs. Accordingly, in order to remain competitive, Navitas must continually reduce the cost of manufacturing its products through design and engineering changes. Navitas cannot assure you that it will be successful in redesigning its products and bringing redesigned products to the market in a timely manner, or that any redesign will result in sufficient cost reductions to allow Navitas to reduce the price of its products to remain competitive or maintain or improve its gross margins. To the extent Navitas is unable to reduce the prices of its products and remain competitive, Navitas’ net sales will likely decline, resulting in further pressure on its gross margins, which could have a material adverse effect on Navitas’ business, financial condition and results of operations and its ability to grow its business.

A significant portion of Navitas’ net sales is generated through end customers in China which subjects Navitas to risks associated with changes of Chinese end customer interest and governmental or regulatory changes.

Navitas generates a significant portion of its net sales through end customers in China. In the six months ended June 30, 2021 and the fiscal years ended December 31, 2020 and December 31, 2019, 86%, 87% and 85%, respectively, of Navitas’ revenue were from net sales to end customers in China. Navitas expects that its end customers in China will continue to account for a high percentage of its revenue for the foreseeable future. Thus, Navitas’ business success depends on its ability to maintain strong relationships with its end customers in China. Any loss of its key end customers for any reason, including because of changes of end customer interest in Navitas’ products, or a change in the relationship with them, including a significant delay or reduction in their purchases, may cause a significant decrease in Navitas’ revenue, which Navitas may not be able to recapture, and its business could be harmed.

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Additionally, China’s government has implemented policies from time to time to regulate economic expansion in China. It exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Any additional new regulations or the amendment or modification of previously implemented regulations could require Navitas and its manufacturing partners to change its business plans, increase its costs, or limit its ability to sell products and conduct activities in China, which could adversely affect Navitas’ business and operating results.

The Chinese government has also broad discretion and authority to regulate the technology industry in China. The Chinese government and provincial and local governments also have provided, and continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners in China. Any of these incentives could be reduced or eliminated by governmental authorities at any time. Any such reduction or elimination of incentives currently provided to Navitas’ manufacturing partners could adversely affect Navitas’ business and operating results.

If Navitas fails in a timely and cost-effective manner to develop new product features or new products that address end customer preferences and achieve market acceptance, Navitas’ operating results could be adversely affected.

Navitas products are based on novel GaN design technology and Navitas’ future success depends on the successful development of high-voltage power switching components and systems based on GaN design technology. There can be no assurance that any development problems Navitas experiences in the future related to its products will not cause significant delays or unanticipated costs, or that such development problems can be solved. In addition, Navitas competes in a dynamic environment characterized by rapid technology and product evolution. Navitas’ end customers are constantly seeking new products with more features and functionality at lower cost, and Navitas’ success relies heavily on Navitas’ ability to continue to develop and market to Navitas’ end customers new and innovative products and improvements of existing products. In order to respond to new and evolving end customer demands, achieve strong market share and keep pace with new technological, processing and other developments, Navitas must constantly introduce new and innovative products into the market. Navitas’ failure to timely develop new technologies or to react quickly to changes in existing technologies could materially delay Navitas’ development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors. As Navitas develops new product lines, Navitas must adapt to market conditions that are unfamiliar to it, such as competitors and distribution channels that are different from those Navitas has known in the past. Some of Navitas’ new product lines require Navitas to re-equip its labs to test parameters we have not tested in the past. If Navitas is unable to adapt rapidly to these new and additional conditions, Navitas may not be able to successfully penetrate new markets, although Navitas strives to respond to end customer preferences and industry expectations in the development of its products. Further, if initial sales volumes for new or enhanced products do not reach anticipated levels within the time periods Navitas expects, Navitas may be required to engage in additional marketing efforts to promote such products and the costs of developing and commercializing such products may be higher than Navitas predicts. Moreover, new and enhanced products may not perform as expected. Navitas may also encounter lower manufacturing yields and longer delivery schedules in commencing volume production of new products that it introduces, which could increase its costs and disrupt its supply of such products.

The success of a new product depends on accurate forecasts of long-term market demand and future technological developments, as well as on a variety of specific implementation factors, including:

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To the extent that we fail to timely introduce new products or to quickly penetrate new markets, our business, financial condition and results of operations could be materially and adversely affected.

Furthermore, Navitas faces the risk that end customers may not value or be willing to bear the cost of incorporating newer solutions Navitas develops into their product offerings, particularly if they believe their end customers are satisfied with prior offerings. Regardless of the improved features or superior performance of the newer solutions, end customers may be unwilling to adopt Navitas’ new solutions due to design or pricing constraints. Because of the extensive time and resources that Navitas invests in developing new solutions, if Navitas is unable to sell new generations of its solutions, its revenue could decline and its business, financial condition, and results of operations would be negatively affected.

A fundamental shift in technologies, the regulatory climate or demand patterns and preferences in its existing product markets or the product markets of its end customers or end-users could make Navitas’ current products obsolete, prevent or delay the introduction of new products or enhancements to its existing products or render Navitas’ products irrelevant to its end customers’ needs. If Navitas’ new product development efforts fail to align with the needs of its end customers, including due to circumstances outside of its control like a fundamental shift in the product markets of its end customers and end users or regulatory changes, Navitas’ business, financial condition and results of operations could be materially and adversely affected.

If Navitas fails to accurately anticipate and respond to rapid technological change in the industries in which Navitas operates, Navitas’ ability to attract and retain end customers could be impaired and its competitive position could be harmed.

Navitas operates in industries characterized by rapidly changing technologies as well as technological obsolescence. The introduction of new products by Navitas’ competitors, the delay or cancellation of any of its end customers’ product offerings for which Navitas’ solutions are designed, the market acceptance of products based on new or alternative technologies, or the emergence of new industry standards could render Navitas’ existing or future products uncompetitive, obsolete, and otherwise unmarketable. Navitas’ failure to anticipate or timely develop new or enhanced products or technologies in response to changing market demand, whether due to technological shifts or otherwise, could result in the loss of end customers and decreased revenue and have an adverse effect on Navitas’ business, financial condition, and results of operations.

Navitas’ competitive position could be adversely affected if it is unable to meet end customers’ or device manufacturers’ quality requirements.

Semiconductor IC suppliers must meet increasingly stringent quality standards of end customers. While Navitas’ quality performance to date has generally met these requirements, Navitas may experience problems in achieving acceptable quality results in the manufacture of its products, particularly in connection with the production of new products or adoption of a new manufacturing process. Navitas failure to achieve acceptable quality levels could adversely affect its business results.

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Because Navitas does not have long-term purchase commitments with its end customers, orders may be cancelled, reduced, or rescheduled with little or no notice, which in turn exposes Navitas to inventory risk, and may cause its business, financial results and future prospect to be harmed.

Navitas sells its products primarily through distributors and resellers, with no long-term or minimum purchase commitments from them or their end customers. Substantially all of Navitas’ sales to date have been made on a purchase order basis, which orders may be cancelled, changed, or rescheduled with little or no notice or penalty. As a result, Navitas’ revenue and operating results could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of its end customers, including its larger end customers. In the future, Navitas’ distributors or their end customers may decide to purchase fewer units than they have in the past, may alter their purchasing patterns at any time with limited or no notice, or may decide not to continue to purchase Navitas’ power semiconductor chips at all, any of which could cause Navitas’ revenue to decline materially and materially harm its business, financial condition, and results of operations. Cancellations of, reductions in, or rescheduling of end customer orders could also result in the loss of anticipated sales without allowing Navitas sufficient time to reduce its inventory and operating expenses, as a substantial portion of Navitas’ expenses are fixed at least in the short term. In addition, changes in forecasts or the timing of orders expose Navitas to the risks of inventory shortages or excess inventory. As Navitas no longer intends to acquire inventory to pre-build custom products, Navitas may not be able to fulfill increased demand, at least in the short term. Any of the foregoing events could materially and adversely affect Navitas’ business, financial condition, and results of operations.

Navitas is dependent on a limited number of distributors and end customers. The loss of, or a significant disruption in the relationships with any of these distributors or end customers, could significantly reduce Navitas’ revenue and adversely impact Navitas’ operating results. In addition, if Navitas is unable to expand or further diversify its end customer base, its business, financial condition, and results of operations could suffer.

Navitas sells its products indirectly, through a limited number of distributors, to original design manufacturers (“ODMs”) as well as to original end equipment end customers (“OEMs”). Navitas derives all of its revenue from a small number of distributors and anticipates that it will continue to do so for the foreseeable future. The impairment or termination of Navitas’ relationship with its distributors, or the failure of these parties to diligently sell Navitas’ products and comply with applicable laws and regulations could materially and adversely affect Navitas’ ability to generate revenue and profits. Because Navitas ’distributors control the relationships with end customers, if Navitas’ relationship with any distributor ends, Navitas could also lose its relationship with its end customers. Furthermore, Navitas’ success is partially dependent on the willingness and ability of the sales representative and other employees of its distributors to diligently sell Navitas’ products. However, Navitas cannot guarantee that they will be successful in marketing Navitas’ products. In addition, because Navitas’ distributors do not sell Navitas’ products exclusively, they may focus their sales efforts and resources on other products that produce better margins or greater commissions for them or are incorporated into a broader strategic relationship with one of their other suppliers. Because Navitas does not control the sales representatives and other employees of its distributors, Navitas cannot guarantee that its sale processes, regulatory compliance and other priorities will be consistently communicated and executed. In addition, Navitas may not have staff in one or more of the locations covered by its distributors, which makes it particularly difficult for Navitas to monitor their performance. In addition, Navitas’ end customers, or the distributors through which Navitas sells to these end customers, may choose to use products in addition to Navitas’, use a different product altogether, or develop an in-house solution. Any of these events could significantly harm Navitas’ business, financial condition, and results of operations.

Furthermore, because all of Navitas’ sales are made pursuant to standard purchase orders, orders may be cancelled, reduced, or rescheduled with little or no notice and without penalty. The loss of a significant end customer could happen at any time without notice, and such loss would likely harm Navitas’ financial condition and results of operations. In addition, Navitas’ relationships with some end customers may deter potential end

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customers who compete with these end customers from buying Navitas’ products. To attract new end customers or retain existing end customers, Navitas may offer these end customers favorable prices on its products. In that event, Navitas’ selling prices and gross margin would decline. The loss of a key customer, a reduction in sales to any key end customer or Navitas’ inability to attract new end customer or further diversify its end customer base, could seriously impact Navitas’ revenue and harm its business, financial condition, and results of operations.

Navitas’ success and future revenue depends on its ability to achieve design wins and to convince Navitas’ current and prospective end customers to design its products into their product offerings. If Navitas does not continue to win designs or its products are not designed into its end customers’ product offerings, Navitas’ results of operations and business will be harmed.

Navitas sells its power chips to end customers who select Navitas’ solutions for inclusion in their product offerings. This selection process is typically lengthy and may require Navitas to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single design win with no assurance that its solutions will be selected. If Navitas fails to convince its current or prospective end customers to include its products in their product offerings or to achieve a consistent number of design wins, Navitas’ business, financial condition, and results of operations will be harmed.

Because of Navitas’ extended sales cycle, Navitas’ revenue in future years is highly dependent on design wins Navitas is awarded in prior years. It is typical that a design win will not result in meaningful revenue until one year or more or later, if at all. If Navitas does not continue to achieve design wins in the short term, its revenue in the following years will deteriorate.

Further, a significant portion of Navitas’ revenue in any period may depend on a single product design win with a large customer. As a result, the loss of any key design win or any significant delay in the ramp of volume production of the customer’s products into which Navitas’ product is designed could adversely affect its business, financial condition, and results of operations. Navitas may not be able to maintain sales to its key end customers or continue to secure key design wins for a variety of reasons, and its end customers can stop incorporating its products into their product offerings with limited notice to Navitas and suffer little or no penalty.

If Navitas fails to anticipate or respond to technological shifts or market demands, or to timely develop new or enhanced products or technologies in response to the same, it could result in decreased revenue and the loss of its design wins to its competitors. Due to the interdependence of various components in the systems within which Navitas’ products and the products of its competitors operate, end customers are unlikely to change to another design, once adopted, until the next generation of a technology. As a result, if Navitas fails to introduce new or enhanced products that meet the needs of its end customers or penetrate new markets in a timely fashion, and its designs do not gain acceptance, Navitas will lose market share and its competitive position.

The loss of a key end customer or design win, a reduction in sales to any key customer, a significant delay or negative development in its end customers’ product development plans, or Navitas’ inability to attract new significant end customers or secure new key design wins could seriously impact Navitas’ revenue and materially and adversely affect Navitas’ business, financial condition, and results of operations.

Even if Navitas succeeds in securing design wins for its products, Navitas may not generate timely or sufficient net sales or margins from those wins and its financial results could suffer.

After incurring significant design and development expenditures and dedicating engineering resources to achieve a single initial design win for a product, a substantial period of time generally elapses before Navitas may generate meaningful net sales relating to such product, if at all. The reasons for this delay include, among other things, the following:

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If Navitas does not achieve design wins in the short term, then Navitas may not be able to achieve expected net sales levels associated with these design wins. If Navitas experiences delays in achieving such sales levels, its operating results could be adversely affected. Moreover, even if a end customer selects Navitas’ product, Navitas cannot guarantee that this will result in any sales of its products, as the end customer may ultimately change or cancel its product plans, or Navitas’ end customers’ efforts to market and sell its product may not be successful.

The success of some of Navitas’ products are dependent on Navitas’ end customers’ ability to develop products that achieve market acceptance, and Navitas’ end customers’ failure to do so could negatively affect Navitas’ business, financial condition, and results of operations.

The success of some of Navitas’ products are heavily dependent on the timely introduction, quality, and market acceptance of Navitas’ end customers’ products incorporating Navitas’ solutions, which are impacted by factors beyond Navitas’ control. Navitas’ end customers’ products are often very complex and subject to design complexities that may result in design flaws, as well as potential defects, errors, and bugs. Navitas has in the past been subject to delays and project cancellations as a result of design flaws in the products developed by Navitas’ end customers, changing market requirements, such as the end customer adding a new feature, or because a customer’s product fails their end customer’s evaluation or field trial. In other cases, end customer products are delayed due to incompatible deliverables from other vendors. Such end customers have in the past, and may in the future, vary order levels significantly from period to period, request postponements of scheduled delivery dates, modify their orders or reduce lead times. This is particularly common during periods of low demand.

Navitas incurs significant design and development costs in connection with designing its products for end customers’ products that may not ultimately achieve market acceptance. As the company offers more products to new and existing customers, potentially expands its supply relationships, and enters new markets, the company may encounter yield, bugs and reliability issues with specific products, and any such issues could cause customer problems or adversely affect financial results. No assurance can be given that future reliability issues will not have a material effect on financial results in any given period. If Navitas end customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and Navitas may have incurred significant additional development costs and may not be able to recoup its costs, which in turn would adversely affect its business, financial condition, and results of operations.

Furthermore, developing industry trends, including end customers’ use of outsourcing and new and revised supply chain models, may affect Navitas’ revenue, costs and working capital requirements.

If Navitas’ products do not conform to, or are not compatible with, existing or emerging industry standards, demand for its products may decrease, which in turn would harm Navitas’ business and operating results.

Navitas designs certain of its products to conform to current industry standards. Some industry standards may not be widely adopted or implemented uniformly and competing standards may emerge that may be preferred by Navitas’ distributors or its end customers.

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Navitas’ ability to compete in the future will depend on its ability to identify and ensure compliance with evolving industry standards in its target markets. The emergence of new industry standards could render Navitas’ products incompatible with products developed by third-party suppliers or make it difficult for Navitas’ products to meet the requirements of certain original equipment manufacturers. If Navitas’ end customers or its third-party suppliers adopt new or competing industry standards with which Navitas’ solutions are not compatible, or if industry groups fail to adopt standards with which Navitas’ solutions are compatible, Navitas’ products would become less desirable to its current or prospective end customers. As a result, Navitas’ sales would suffer, and Navitas could be required to make significant expenditures to develop new products. Although Navitas believes its products are compliant with applicable industry standards, proprietary enhancements may not in the future result in conformance with existing industry standards under all circumstances. If Navitas’ products do not conform to, or are not compatible with, existing or emerging standards, it would harm Navitas’ business, financial condition, and results of operations.

Reliability is especially critical in the power semiconductor industry, and any adverse reliability result by Navitas with any of its end customers could negatively affect Navitas’ business, financial condition, and results of operations.

Navitas’ end customers generally establish demanding specifications for quality, performance, and reliability that Navitas’ products must meet. ICs as complex as Navitas’ often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments, which might require product replacement or recall. Further, Navitas’ third-party manufacturing processes or changes thereof, or raw material used in the manufacturing processes may cause Navitas’ products to fail. Navitas has from time to time in the past experienced product quality, performance or reliability problems. Navitas’ standard warranty period is generally one to two years, which exposes Navitas to significant risks of claims for defects and failures. If defects and failures occur in Navitas’ products, Navitas could experience lost revenue, increased costs, including warranty expense and costs associated with end customer support, cancellations or rescheduling of orders or shipments, and product returns or discounts, any of which would harm Navitas’ operating results.

Further, the manufacture of Navitas’ products, including the fabrication of semiconductor wafers, and the assembly and testing of products, involve highly complex processes. For example, minute levels of contaminants in the manufacturing environment, difficulties in the wafer fabrication process or other factors can cause a substantial portion of the components on a wafer to be nonfunctional. These problems may be difficult to detect at an early stage of the manufacturing process and often are time-consuming and expensive to correct.

From time to time, Navitas has experienced problems achieving acceptable yields at its third-party wafer fabrication partner, resulting in delays in the availability of components. Moreover, an increase in the rejection rate of products during the quality control process before, during or after manufacture and/or shipping of such products, results in lower yields and margins.

In addition, changes in manufacturing processes required as a result of changes in product specifications, changing end customer needs and the introduction of new product lines have historically significantly reduced manufacturing yields, resulting in low or negative margins on those products. Poor manufacturing yields over a prolonged period of time could adversely affect Navitas’ ability to deliver products on a timely basis and harm relationships with its end customers, which could materially and adversely affect its business, financial condition and results of operations.

The complexity of Navitas’ products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of Navitas’ products, damage its reputation with current or prospective end customers and adversely affect its operating costs.

Navitas’ products may contain defects, errors or bugs when they are first introduced or as new versions are released. Navitas has in the past and may in the future experience these defects, errors and bugs. If any of its

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solutions have reliability, quality or compatibility problems, Navitas may not be able to successfully correct these problems in a timely manner or at all. In addition, if any of Navitas’ proprietary features contain defects, errors or bugs when first introduced or as new versions of its solutions are released, Navitas may be unable to timely correct these problems. Consequently, Navitas’ reputation may be damaged and end customers may be reluctant to buy its products, which could harm Navitas ability to retain existing end customers and attract new end customers, and could adversely affect Navitas’ financial results. In addition, these defects, errors or bugs could interrupt or delay sales to its end customers. If any of these problems are not found until after Navitas has commenced commercial production of a new product, Navitas may incur significant additional development costs and product recall, repair or replacement costs. These problems may also result in claims against Navitas by its end customers or others.

Warranty claims, product liability claims and product recalls could harm Navitas’ business, results of operations and financial condition.

Navitas faces an inherent business risk of exposure to warranty and product liability claims if products fail to perform as expected or are alleged to result in bodily injury, death, and/or property damage. In addition, if any of Navitas’ designed products are alleged to be defective, Navitas may be required to participate in their recall. Navitas carries various commercial liability policies, including umbrella/excess policies which provide some protection against product liability exposure. However, a successful warranty or product liability claim against Navitas in excess of its available insurance coverage and established reserves, or a requirement that Navitas participates in a product recall, could have adverse effects on Navitas’ business results. Further, it is possible that, in the future, Navitas will not be able to obtain insurance coverage in the amounts and for the risks it seeks at policy costs and terms it desires.

Additionally, in the event that Navitas’ products fail to perform as expected or such failure of Navitas’ products results in a recall, Navitas’ reputation may be damaged, which could make it more difficult for Navitas to sell its products to existing and prospective end customers and could materially and adversely affect its business, results of operations and financial condition.

Furthermore, end customers may recall their end products if they prove to be defective or they may make compensatory payments in accordance with industry or business practice or in order to maintain good end customer relationships. If such a recall or payment is caused by a defect in one of Navitas’ products, end customers may seek to recover all or a portion of their losses from Navitas. If any of these risks materialize, Navitas’ reputation would be harmed and there could be a material adverse effect on business, financial condition and results of operations.

Navitas may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.

Navitas aims to use the most advanced manufacturing process technology appropriate for its products that is available from its third-party foundry. As a result, Navitas periodically evaluates the benefits of migrating its solutions to smaller geometry process technologies in order to improve performance and reduce costs. Navitas believes this strategy will help Navitas to remain competitive. These ongoing efforts require Navitas from time to time to modify the manufacturing processes for its products and to redesign some products, which in turn may result in delays in product deliveries. Navitas may face difficulties, delays and increased expense as Navitas transitions its products to new processes and potentially to new foundries. Navitas cannot assure you that Navitas’ current third-party foundry will be able to effectively manage such transitions or that Navitas will be able to maintain its relationship with its current third-party foundries or develop relationships with new foundries. If Navitas or its foundry experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions, Navitas could experience reduced manufacturing yields, delays in product deliveries and increased costs, all of which could harm Navitas’ relationships with its end customers and its

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operating results. As new processes become more prevalent, Navitas expects to continue to integrate greater levels of functionality, as well as more end customer and third-party intellectual property, into its solutions. Navitas may not be able to achieve higher levels of design integration or deliver new integrated solutions on a timely basis.

Navitas relies on a single third-party wafer fabrication facility for the fabrication of semiconductor wafers and on a limited number of suppliers of other materials, and the failure of this facility or any of these suppliers or additional suppliers to continue to produce wafers or other materials on a timely basis could harm Navitas’ business and its financial results.

Navitas relies on a single supplier to supply and fabricate silicon wafers used in the manufacture of its IC products and purchases a number of key materials and components used in the manufacture of its products from single or limited sources which means that any disruption in their supply (including ceasing or suspending operations entirely), may require Navitas to transfer manufacturing processes to a new location or facility. Navitas’ success is dependent upon its ability to successfully partner with its suppliers and its ability to produce wafers with competitive performance attributes and prices, including smaller process geometries. In addition, terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor foundries are determined through periodic negotiations with wafer foundries, which usually result in short-term agreements that do not provide for long-term supply or allocation commitments for end customers, including Navitas. Navitas cannot guarantee that the foundry that supplies its wafers will offer Navitas competitive pricing terms or other commercial terms important to Navitas’ business.

Navitas cannot guarantee that its suppliers will not experience manufacturing problems, including delays in the realization of advanced manufacturing process technologies or difficulties due to limitations of new and existing process technologies. For example, Navitas may experience supply shortages due to the difficulties its supplier and other foundries may encounter if they must rapidly increase their production capacities from low utilization levels to high utilization levels because of an unexpected increase in demand. Furthermore, Navitas cannot guarantee that the supplier will be able to manufacture sufficient quantities of Navitas’ products or that they will continue to manufacture a given product for the full life of the product. Navitas could also experience supply shortages due to very strong demand for its products, or a surge in demand for semiconductors in general, which may lead to tightening of foundry capacity across the industry.

Navitas does not have long-term contracts with some of its suppliers and third-party manufacturers. As a result, such supplier or third-party manufacturer can discontinue supplying components or materials to Navitas at any time without penalty. Converting or transferring such fabrication processes from one of Navitas’ primary facilities to an alternative or backup facility due to a disruption would likely be expensive and could take substantial time, given Navitas’ highly complex manufacturing and fabrication processes, which incorporate Navitas’ proprietary technologies. During such a transition, Navitas may attempt to meet end customer demand through its existing inventories, or may attempt to modify partially finished goods to meet the required fabrication specifications. Given the rapid obsolescence timeline to which Navitas’ products are typically subject, however, Navitas generally does not maintain significant levels of excess inventory and, as a result, it is unlikely that its existing inventory will be sufficient to meet end customer demand during such a transition. In addition, any attempt to modify partially finished goods to meet the required fabrication specifications may not be successful and will require Navitas to incur unanticipated costs. As a result, Navitas may not be able to meet its end customers’ needs during such a transition, which would negatively impact its net sales, potentially damage its end customer relationships and its reputation and may have a material adverse effect on Navitas’ business, financial condition and results of operations.

Further, public health crises such as an outbreak of contagious diseases like COVID-19 have negatively affected the supply chain for silicon wafers, resulting in shortages, and may affect the operations of Navitas supplier and other foundries. In addition, weak economic conditions may adversely impact the financial health and viability of the supplier and result in its insolvency or its inability to meet its commitments to Navitas. The insolvency of

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Navitas’ supplier or any significant manufacturing problem or insufficient foundry capacity would disrupt Navitas’ operations and negatively impact its financial condition and results of operations.

If Navitas fails to maintain its supplier relationships, if Navitas’ suppliers do not provide facilities and support for Navitas’ development efforts, if Navitas’ suppliers are insolvent or experiences financial difficulty, or if Navitas elects or is required to change foundry, Navitas may incur significant costs and delays. If Navitas’ suppliers are unable to, or do not, manufacture sufficient quantities of Navitas’ products at acceptable yields, Navitas may be required to allocate the affected products among its end customers, prematurely limit or discontinue the sales of certain products, or incur significant costs to transfer products to another foundry, which could harm its end customer relationships and operating results.

If Navitas’ foundry vendor does not achieve satisfactory yields or quality, Navitas’ reputation and end customer relationships could be harmed.

The fabrication of Navitas’ GaN power IC’s is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. Navitas’ foundry vendor, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendors could result in lower than anticipated manufacturing yields or unacceptable performance of our SoCs. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from Navitas’ foundry vendor, or defects, integration issues or other performance problems in Navitas’ solutions, could cause Navitas significant end customer relations and business reputation problems, harm Navitas’ financial results and give rise to financial or other damages to its end customers. Navitas’ end customers might consequently seek damages from Navitas for their losses. A product liability claim brought against Navitas, even if unsuccessful, would likely be time consuming and costly to defend.

Navitas relies on the timely supply of materials and new technologies and could suffer if suppliers fail to meet their delivery obligations or raise prices. Certain new technologies and materials needed in Navitas’ manufacturing operations are only available from a limited number of suppliers.

Navitas’ manufacturing operations depend on deliveries of materials in a timely manner and, in some cases, on a just-in-time basis. From time to time, suppliers may extend lead times, limit the amounts supplied or increase prices due to capacity constraints or other factors. Supply disruptions may also occur due to shortages in critical materials or components. Navitas has encountered shortages and delays in obtaining components and materials and may encounter additional shortages and delays in the future. Because Navitas’ products are complex, it is frequently difficult or impossible to substitute one type of material with another. Further, a failure by suppliers to deliver requirements could result in disruptions to Navitas’ third party manufacturing operations. Navitas’ business, financial condition and results of operations could be harmed if it is unable to obtain adequate supplies of materials in a timely manner or if there are significant increases in the costs of materials.

In addition, Navitas’ next-generation technology depends on other new technologies supplied by third-party vendors. Navitas depends on these third parties to supply it with new technology in a timely manner that meets Navitas’ performance, cost and quality needed by Navitas’ end customers. Navitas does not have any long-term supply agreements with any of its suppliers. If these new technologies are not available in the future or if Navitas encounters any problems with the delivery, quality, cost or performance of these new technologies, Navitas’ business could be materially impacted and Navitas’ financial condition and results of operation could be harmed.

Increased costs of wafers and materials, or shortages in wafers and materials, could increase Navitas’ costs of operations and Navitas’ business could be harmed.

Worldwide manufacturing capacity for wafers is relatively inelastic. If the demand for wafers or assembly material exceeds market supply, Navitas’ supply of wafers or assembly material could quickly become limited or

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prohibitively expensive. A shortage in manufacturing capacity could also hinder Navitas’ ability to meet product demand and therefore reduce its revenue.

If greater demand for wafers is not offset by an increase in foundry capacity, market demand for wafers or production and assembly materials increases, or if a supplier of Navitas’ wafers or other materials ceases or suspends operations, for example due to shutdown measures implemented in response to the COVID-19 outbreak, Navitas’ supply of wafers and other materials could become limited. Such shortages raise the likelihood of potential wafer price increases, wafer shortages or shortages in materials at production and test facilities, resulting in potential inability to address Navitas’ end customer product demands and its backlog in a timely manner and reduce its revenue and gross margins. If Navitas is unable to purchase wafers at favorable prices or at all, or Navitas faces supply shortages, Navitas’ financial condition and results of operations will be harmed.

Raw material price fluctuations can increase the cost of Navitas’ products, impact its ability to meet end customer commitments, and may adversely affect its results of operations.

The cost of raw materials is a key element in the cost of Navitas’ products. Navitas’ inability to offset material price inflation through increased prices to end customers, suppliers, productivity actions, or through commodity hedges could adversely affect Navitas’ results of operations. Many major components, product equipment items, and raw materials, are procured or subcontracted on a single or sole-source basis. Although Navitas maintains a qualification and performance surveillance process and believes that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects shortages or price increases may have in the future. Navitas’ inability to fill its supply needs would jeopardize its ability to fulfill obligations under its contracts, which could, in turn, result in reduced sales and profits, contract penalties or terminations, and damage to its end customer relationships.

Furthermore, increases in the price of wafers, testing costs, and commodities, which may result in increased production costs, mainly assembly and packaging costs, may result in a decrease in Navitas’ gross margins. Moreover, Navitas’ suppliers may pass the increase in raw materials and commodity costs onto Navitas which would further reduce the gross margin of its products. In addition, as Navitas is a fabless company, global market trends such as a shortage of capacity to fulfill its fabrication needs also may increase its raw material costs and thus decrease Navitas’ gross margin.

Navitas depends on independent contractors and third parties to provide key services in its product development and operations, and any disruption of their services, or an increase in cost of these services, could negatively impact Navitas’ financial condition and results of operations.

Navitas depends on subcontractors to provide cost-effective and efficient services in its product development and supply chain functions, including test and assembly services, software and hardware development, support of intellectual property cores, inventory management, order fulfillment and direct sales logistics.

Navitas’ operations and operating results may be negatively impacted if it experiences problems with its subcontractors that impact the delivery of product to its end customers. These problems may include: delays in software or hardware development timelines, prolonged inability to obtain wafers or packaging materials with competitive performance and cost attributes; inability to achieve adequate yields or timely delivery; inability to meet end customer timelines or demands, disruption or defects in assembly, test, or shipping services; or delays in stabilizing manufacturing processes or ramping up volume for new products. If Navitas’ third-party supply chain providers were to reduce or discontinue services for Navitas or their operations are disrupted as a result of a fire, earthquake, act of terrorism, political unrest, governmental uncertainty, war, disease, or other natural disaster or catastrophic event, weak economic conditions, or any other reason, Navitas’ financial condition and results of operations could be adversely affected.

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Navitas relies on its relationships with industry and technology leaders to enhance Navitas’ product offerings and its inability to continue to develop or maintain such relationships in the future would harm Navitas’ ability to remain competitive.

Navitas develops many of its products for applications in systems that are driven by industry and technology leaders in mobile consumer electronics, enterprise, eMobility and new energy markets. Navitas works with distributors, resellers, ODMs, and OEMs to define industry conventions and standards within its target markets. Navitas believes that these relationships enhance its ability to achieve market acceptance and widespread adoption of its products. If Navitas is unable to continue to develop or maintain these relationships, Navitas solutions could become less desirable to its end customers, Navitas’ sales could suffer and its competitive position could be harmed.

Navitas is subject to risks and uncertainties associated with international operations, which may harm its business.

Navitas maintains its operations around the world, including the United States, Ireland, Hong Kong, China, Taiwan and the Philippines. For the six months ended June 30, 2021 and the years ended December 31, 2020 and December 31, 2019, approximately 97%, 92% and 85%, respectively, of Navitas net sales were to end customers in Asia. Navitas allocates revenue to individual countries based on the location to which the products are initially billed even if its end customers’ revenue is attributable to end customers that are located in a different location. As of June 30, 2021, approximately 45% of Navitas’ employees were located outside of the United States. In addition, a substantial majority of Navitas’ products are manufactured, assembled, tested and packaged by third parties located outside of the United States. Navitas principal assembly and test facilities are located in Taiwan and the Philippines. Navitas also relies on several other wafer fabrication manufacturing partners located throughout Asia. Any conflict or uncertainty in this region, inducing public health or safety concerns or natural disasters, could have a material adverse effect on Navitas’ business, financial condition and results of operations. Moreover, the global nature of Navitas’ business subjects Navitas to a number of additional risks and uncertainties, which could harm Navitas business, financial condition and results of operations, including:

These licenses may be negatively impacted or terminated as a result of trade protection measures, including import or export licensing requirements or other restrictive actions, implemented by the United States or countries in which Navitas’ non-U.S. counterparties reside. If Navitas’ sales outside of the United States are delayed or cancelled or Navitas’ technology licenses are restricted or terminated because of any of the above factors, Navitas’ revenue may be negatively impacted.

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Navitas’ company culture has contributed to its success and if Navitas cannot maintain this culture as it grows, its business could be harmed.

Navitas believes that its company culture, which promotes innovation, open communication, and teamwork, has been critical to its success. Navitas faces a number of challenges that may affect its ability to sustain its corporate culture, including:

If Navitas is not able to maintain its culture, Navitas’ business, financial condition, and results of operations could be adversely affected.

Loss of key management or other highly skilled personnel, or an inability to attract such management and other personnel, could adversely affect Navitas’ business.

Navitas depends on its executive officers and key employees to run its business and on development engineers to develop new products and technologies. The loss of any key personnel could have a material adverse effect on Navitas’ business. In addition, the market for qualified employees, including skilled engineers and other individuals with the required technical expertise to succeed in business, is highly competitive and an inability to attract, retain and motivate the employees required for the operation of its business could hinder Navitas’ ability to successfully conduct research activities or develop marketable products.

In addition, Navitas must attract and retain highly qualified personnel, including certain foreign nationals who are not U.S. citizens or permanent residents, many of whom are highly skilled and constitute an important part of Navitas’ U.S. workforce, particularly in the areas of engineering and product development. Navitas’ ability to hire and retain these employees and their ability to remain and work in the U.S. are impacted by laws and regulations, as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations or procedures, including those that may be enacted by the current U.S. presidential administration, may adversely affect its ability to hire or retain such workers, increase operating expenses and negatively impact its ability to deliver products and services, any of which would adversely affect Navitas’ business, financial condition and results of operations.

The loss of one or more of Navitas’ executive officers or other key personnel or its inability to locate suitable or qualified replacements could be significantly detrimental to product development efforts and could have a material adverse effect on Navitas’ business, financial condition and results of operations.

Furthermore, Navitas is dependent on the services of certain of its key personnel. Although we expect the key personnel to remain with the post-combination company following the Business Combination, there can be no assurance that they will do so. It is possible that Navitas will lose some key personnel, the loss of which could negatively impact the operations and profitability of the post-combination company.

Navitas may not be able to effectively manage its growth and may need to incur significant expenditures to address the additional operational and control requirements of its growth, either of which could harm Navitas’ business and operating results.

To continue to grow, Navitas must continue to expand its operational, engineering, accounting and financial systems, procedures, controls and other internal management systems. This may require substantial managerial

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and financial resources, and Navitas efforts in this regard may not be successful. Navitas’ current systems, procedures and controls may not be adequate to support its future operations. Unless Navitas’ growth results in an increase in its revenues that is proportionate to the increase in Navitas’ costs associated with this growth, Navitas operating margins and profitability will be adversely affected. If Navitas fails to adequately manage its growth, improve its operational, financial and management information systems, or effectively motivate and manage its new and future employees, it could adversely affect Navitas’ business, financial condition and results of operations.

Navitas has an accumulated deficit and has incurred net losses in the past, and it may continue to incur net losses in the future.

Navitas has experienced net losses in each year since its inception. As of June 30, 2021, December 31, 2020 and December 31, 2019, Navitas had an accumulated deficit of $102.0 million, $76.0 million and $56.9 million, respectively. Navitas generated net losses of $26.0 million, $19.0 million and $17.3 million in the six months ended June 30, 2021, and the years ended December 31, 2020 and 2019, respectively. The loss in 2020 was primarily attributable to adding additional headcount to expand new product development and end customer outreach in current markets and the loss in 2019 was primarily due to Navitas expanding headcount and expenses across the company in preparation of future growth.

Navitas expects to continue to make significant investments to support its research and development, sales and marketing and general and administrative functions, as a result it expects these losses to continue for at least the next several years. In addition, if Navitas’ products do not achieve sufficient market acceptance, it will not become profitable. If it fails to become profitable, or if it is unable to fund its continuing losses it may be unable to continue its business operations. There can be no assurance that Navitas will ever achieve or sustain profitability.

As a public company, the post-combination company will also continue to incur significant additional legal, accounting and other expenses. If the post-combination company’s revenue growth does not exceed the growth of these anticipated expenses, the post-combination company may not be able to achieve or sustain profitability, and its stock price could decline.

Navitas’ actual operating results may differ significantly from its guidance.

From time to time, Navitas provides forward looking estimates regarding its future performance that represent its management’s estimates as of a point in time. These forward-looking statements are based on projections prepared by Navitas’ management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither its independent registered public accountants nor any other independent expert or outside party compiles or examines the projections and, accordingly, no such person expresses any opinion or any other form of assurance on Navitas’ projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond Navitas’ control and are based upon specific assumptions with respect to future business decisions and conditions, some of which will change. The principal reason that Navitas provides forward looking information is to provide a basis for its management to discuss its business outlook with stakeholders. Forward looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions of its forward-looking statements will not materialize or will vary significantly from actual results. Accordingly, Navitas’ forward-looking statements are only an estimate of what management believes is realizable as of the date of release. Actual results will vary from Navitas’ forward-looking statements and the variations may be material. In light of the foregoing, investors are urged not to place undue reliance upon Navitas’ guidance in making investment decisions.

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Navitas has identified a material weakness in its internal control over financial reporting. If Navitas is unable to remedy this material weaknesses, or if Navitas fails to establish and maintain effective internal controls, Navitas may be unable to produce timely and accurate financial statements, and Navitas may conclude that its internal control over financial reporting is not effective, which could adversely impact its investors’ confidence and the post-combination company’s stock price.

In connection with the audit of its consolidated financial statements for the year ended December 31, 2020, Navitas identified a material weakness in its internal control over financial reporting. Specifically, Navitas found that it did not have in place effective internal controls over the review of the inputs used to determine stock-based compensation. Navitas has begun implementing and is continuing to implement measures designed to improve its internal control over financial reporting to remediate this material weakness.

If Navitas is unable to successfully remediate its existing or any future material weaknesses in its internal control over financial reporting, or if Navitas identifies any additional material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, Navitas may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable NASDAQ listing requirements, investors may lose confidence in its reported financial information, which would likely have a negative effect on the trading price of the post-combination company’s stock. Navitas also could become subject to investigations by NASDAQ, the SEC or other regulatory authorities.

Events beyond Navitas’ control could have an adverse effect on its business, financial condition, results of operations and cash flows.

Navitas’ offices in California, the production facilities of third-party wafer suppliers, IC testing and manufacturing facilities, a portion of its assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes or are subject to power outages, natural disasters, political, social, or economic unrest, and other potentially catastrophic events. For example, Navitas’ El Segundo operations are located near major earthquake fault lines in California. In the event of a major earthquake, wild fires, hurricane, flooding, or other catastrophic event such as power loss, telecommunications failure, cyber-attack, war, terrorist attack, political, social, or economic unrest, or disease outbreak, Navitas may be unable to continue its operations and may endure system interruptions, reputational harm, delays in its product development, breaches of data security, or loss of critical data, any of which could have an adverse effect on Navitas’ future results of operations.

Much of Navitas’ revenue, as well as its manufacturers and assemblers, are concentrated in Asia, particularly in China. The political, legal and economic risks associated with Navitas’ operations in foreign countries, in particular China, include, without limitation: expropriation; changes in a specific country’s or region’s political or economic conditions; changes in tax laws, trade protection measures and import or export licensing requirements; difficulties in protecting its intellectual property; difficulties in managing staffing and exposure to different employment practices and labor laws; changes in foreign currency exchange rates; restrictions on transfers of funds and other assets of its subsidiaries between jurisdictions; changes in freight and interest rates; disruption in air transportation between the United States and its overseas facilities; loss or modification of exemptions for taxes and tariffs; and compliance with U.S. laws and regulations related to international operations, including export control and economic sanctions laws and regulations and the FCPA.

In addition, Navitas’ worldwide operations (or those of its business partners) could be subject to natural disasters such as earthquakes, tsunamis, flooding, typhoons and volcanic eruptions that disrupt manufacturing or other operations. There may be conflict or uncertainty in the countries in which Navitas operates, including public health issues (for example, an outbreak of a contagious disease such as COVID-19, avian influenza, measles or Ebola), safety issues, natural disasters, fire, disruptions of service from utilities, nuclear power plant accidents or general economic or political factors. Any of the above risks, should they occur, could result in an increase in the cost of components, production delays, general business interruptions, delays from difficulties in obtaining

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export licenses for certain technology, tariffs and other barriers and restrictions, longer payment cycles, increased taxes, restrictions on the repatriation of funds and the burdens of complying with a variety of foreign laws, any of which could harm Navitas’ business. Furthermore, any disaster affecting end customers (or their respective end customers) may significantly negatively impact the demand for Navitas’ products and therefore its revenue. There is increasing concern that climate change is occurring that may cause a rising number of natural disasters with potentially dramatic effects on human activity.

Fluctuations in foreign exchange rates could have an adverse effect on Navitas’ results of operations.

Navitas operates in various worldwide locations and its consolidated financial results are reported in U.S. dollars. However, some of the revenue and expenses of its foreign subsidiaries are denominated in local currencies. Fluctuations in foreign exchange rates against the U.S. dollar could result in changes in reported revenues and operating results due to the foreign exchange impact of translating these transactions into U.S. dollars. Currency fluctuations could decrease revenue and increase Navitas’ operating costs. The impact of foreign currency exchange rates on our revenues and results of operations was de minimis for all periods presented in this proxy statement/prospectus.

Navitas’ quarterly net sales and operating results are difficult to predict accurately and may fluctuate significantly from period to period. As a result, Navitas may fail to meet the expectations of investors, which could cause the combined company’s stock price to decline.

Navitas operates in a highly dynamic industry and its future operating results could be subject to significant fluctuations, particularly on a quarterly basis. Navitas quarterly net sales and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within Navitas’ control. A significant percentage of Navitas’ net sales in each fiscal quarter is dependent on sales that are booked and shipped during that fiscal quarter and are typically attributable to a large number of orders from diverse end customers and markets. As a result, accurately forecasting Navitas’ operating results in any fiscal quarter is difficult. If Navitas’ operating results do not meet the expectations of securities analysts and investors, the post-combination company’s stock price may decline. Additional factors that can contribute to fluctuations in Navitas’ operating results include:

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Navitas may experience a delay in generating or recognizing revenues for a number of reasons. Open orders at the beginning of each quarter are typically lower than expected net sales for that quarter and are generally cancelable or reschedulable with minimal notice. Accordingly, Navitas depends on obtaining orders during each quarter for shipment in that quarter to achieve its net sales objectives and failure to fulfill such orders by the end of a quarter may adversely affect its operating results. Furthermore, Navitas’ end customer agreements typically provide that the end customer may delay scheduled delivery dates and cancel orders within specified timeframes without significant penalty. In addition, Navitas maintains an infrastructure of facilities and human resources in several locations around the world and has a limited ability to reduce the expenses required to maintain such infrastructure. Because Navitas bases its operating expenses on anticipated revenue trends and a high percentage of its expenses are fixed in the short term, any delay in generating or recognizing forecasted net sales or changes in levels of its end customers’ forecasted demand could materially and adversely impact Navitas’ business, financial condition and results of operations. Due to Navitas’ limited ability to reduce expenses, in the event its revenues decline or Navitas’ forecasted net sales do not meet its expectations, it is likely that in some future quarters Navitas’ operating results will decrease from the previous quarter or fall below the expectations of securities analysts and investors. As a result of these factors, Navitas’ operating results may vary significantly from quarter to quarter. Accordingly, you are cautioned not to place undue reliance on period-to-period comparisons of Navitas’ results of operations. Any shortfall in net sales or net income from a previous quarter or from levels expected by the investment community could cause a decline in the trading price of the post-combination company stock.

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Due to Navitas’ limited operating history, Navitas may have difficulty accurately predicting its future revenue and appropriately budgeting its expenses.

Navitas was incorporated in 2013 and first generated product revenue in the second quarter of fiscal year 2018. As a result, Navitas has a limited operating history from which to predict future revenue. This limited operating experience, combined with the rapidly evolving nature of the markets in which Navitas sells its products, substantial uncertainty concerning how these markets may develop and other factors beyond its control, limits Navitas’ ability to accurately forecast quarterly or annual revenue.

The nature of Navitas’ business and length of the sales cycle makes Navitas’ revenue, gross margin and net income (loss) subject to fluctuation and difficult to accurately predict.

A number of factors, including how products are manufactured to support end markets, yield, wafer pricing, cost of packaging raw materials, product mix, market acceptance of Navitas’ new products, competitive pricing dynamics, product quality, geographic and/or end market mix, and pricing strategies, can cause Navitas’ revenue, gross margins and net income (loss) to fluctuate significantly either positively or negatively from period to period.

Navitas has limited visibility into the timing of demand for its products, particularly new products, because demand for Navitas’ products depends upon Navitas’ products being designed into end customers’ products and those products achieving market acceptance. During Navitas’ sales cycle, Navitas’ end customers typically test and evaluate Navitas’ products prior to deciding to include Navitas’ products into the design of their own products, and then require additional time to begin volume production of their products. This lengthy sales cycle may cause Navitas to incur significant expenses, experience significant production delays and to incur additional inventory costs before Navitas receives a end customer order that may be delayed or never get placed. A key strategic end customer may demand certain design or production resources to meet their requirements or work on a specific solution, which could cause delays in Navitas’ normal development schedule and result in significant investment of its resources or missed opportunities with other potential end customers. Navitas may incur these expenses without generating revenue from its products to offset the expenses.

While Navitas’ sales cycles are typically long, Navitas’ average product life cycles tend to be short as a result of the rapidly changing technology environment in which Navitas operates. Navitas’ inventory levels may be higher than historical norms, from time to time, due to inventory build decisions aimed at meeting expected demand from a single large customer, reducing direct material cost or enabling responsiveness to expected demand. In the event the expected demand does not materialize, or if Navitas’ short sales cycle does not generate sufficient revenue, Navitas may be subject to incremental excess and obsolescence costs.

These factors make it difficult for Navitas to accurately forecast future sales and project quarterly revenues. The difficulty in forecasting future sales weakens Navitas’ ability to project its inventory requirements, which could result, and in the past has resulted, in inventory write-downs or failure to meet end customer product demands in a timely manner. While Navitas may give guidance, the difficulty in forecasting revenues as well as the relative end customer and product mix of those revenues limits Navitas’ ability to provide accurate forward-looking revenue and gross margin guidance.

While Navitas intends to continue to invest in research and development, Navitas may be unable to make the substantial investments that are required to remain competitive in its business.

The semiconductor industry requires substantial investment in research and development in order to bring to market new and enhanced solutions. Navitas research and development expense was $10.5 million in the six months ended June 30, 2021, $13.0 million in fiscal year 2020 and $11.1 million in fiscal year 2019. Navitas expects to continue to increase its research and development expenditures as compared to prior periods as part of its strategy. Navitas does not know whether it will have sufficient resources to maintain the level of investment in

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research and development required to remain competitive. In addition, it cannot assure you that the technologies which are the focus of Navitas’ research and development expenditures will become commercially successful or generate any revenue.

Shifts in Navitas’ product mix or end customer mix may result in declines in gross margin.

Gross margins on individual products fluctuate over the product’s life cycle. Navitas’ overall gross margins have fluctuated from period to period as a result of shifts in product mix, end customer mix, the introduction of new products, decreases in ASPs for older products and Navitas’ ability to reduce product costs. Navitas expects these fluctuations to continue in the future.

Changes to financial accounting standards may affect Navitas’ results of operations and could cause Navitas to change its business practices.

Navitas prepares its consolidated financial statements to conform to generally accepted accounting principles, or GAAP, in the United States. These accounting principles are subject to interpretation by the American Institute of Certified Public Accountants, the SEC and various bodies formed to interpret and create appropriate accounting rules and regulations. Changes in those accounting rules can have a significant effect on Navitas’ financial results and may affect its reporting of transactions completed before a change is announced. Changes to those rules or the questioning of current practices may adversely affect Navitas’ reported financial results or the way Navitas conducts its business.

A portion of Navitas’ Earnout Shares will be accounted for as liabilities and the post-Business Combination changes in value of its Earnout Shares could have a material effect on its financial results.

Navitas’ Earnout Shares will be accounted for as liabilities after the Closing of the Business Combination and the changes in value of its Earnout Shares could have a material effect on its financial results. In particular, the fair value of the contingent consideration liability will be remeasured each reporting period and changes in value will be reflected in net income (loss). As a result of the recurring fair value measurement, Navitas’ financial statements and results of operations may fluctuate quarterly, based on factors which are outside of its control. Due to the recurring fair value measurement, Navitas expects that it will recognize non-cash gains or losses on its Earnout Shares each reporting period and that the amount of such gains or losses could be material.

From time to time, Navitas may rely on strategic partnerships, joint ventures and alliances for manufacturing and research and development. However, Navitas may not control these partnerships and joint ventures, and actions taken by any of its partners or the termination of these partnerships or joint ventures could adversely affect its business.

As part of Navitas’ strategy, Navitas may enter into a number of long-term strategic partnerships and alliances. There can be no assurances that they will be successful. Navitas may have interests that diverge from those of its joint venture partners or other strategic partners and Navitas may not be able to direct the management and operations of the joint venture or other strategic relationship in the manner Navitas believes is most appropriate, exposing Navitas to additional risk. In addition, if any of Navitas’ current strategic partners or alliances it may engage with in the future were to encounter financial difficulties or change their business strategies, they may no longer be able or willing to participate in these groups or alliances, which could have a material adverse effect on Navitas’ business, financial condition and results of operations.

Navitas may from time to time desire to exit certain programs or businesses, or to restructure its operations, but may not be successful in doing so.

From time to time, Navitas may decide to divest certain businesses or restructure its operations, including through the contribution of assets to joint ventures. However, its ability to successfully exit businesses, or to

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close or consolidate operations, depends on a number of factors, many of which are outside of Navitas’ control. For example, if Navitas is seeking a buyer for a particular business, none may be available, or it may not be successful in negotiating satisfactory terms with prospective buyers. In addition, Navitas may face internal obstacles to its efforts. In some cases, particularly with respect to European operations, there may be laws or other legal impediments affecting Navitas’ ability to carry out such sales or restructuring.