0001821769-24-000024 | 10-K | XBRL Viewer | Navitas Semiconductor Corp

PROVISION FOR INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of U.S. and Foreign Components of Income (Loss) Before Income Taxes

U.S. and foreign components of income (loss) before income taxes were (in thousands):


	Year Ended December 31,
	2023		2022
U.S. operations	$	(56,198)	$	125,500
Foreign operations	(90,270)		(75,425)
Total income (loss) before income taxes	$	(146,468)	$	50,075

Schedule of Components of Income Tax Expense (Benefit)

The components of the provision (benefit) for income taxes are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Current provision (benefit):
Federal	$	—	$	—
State	47		335
Foreign	226		154
	$	273	$	489
Deferred provision (benefit):
Federal	$	(1,149)	$	(21,666)
State	232		(1,603)
Foreign	127		(32)
	$	(790)	$	(23,301)
Total	$	(517)	$	(22,812)

Schedule of Effective Income Tax Rate Reconciliation

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows:


	Year Ended December 31,
	2023		2022
Provision computed at Federal statutory rate	21.0	%	21.0	%
Change in valuation allowance	(19.0)	%	15.6	%
Return to provision adjustments	—	%	(7.6)	%
Foreign income tax rate and benefit	7.7	%	(18.8)	%
Effect of permanent differences	(0.1)	%	0.2	%
Non deductible executive compensation	(2.3)	%	3.9	%
Non deductible expenses - mark to market liabilities	(4.8)	%	(72.8)	%
Stock based compensation	0.3	%	8.9	%
State tax, net of federal	(2.7)	%	3.3	%
Other	0.2	%	0.7	%
Total	0.3	%	(45.6)	%

Schedule of Deferred Tax Assets and Liabilities

At December 31, 2023 and 2022, deferred tax assets and liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	59,953	$	50,084
Benefit of tax credit carry-forwards	207		208
Start up costs	1,262		1,457
Capitalized software	11,629		2,029
Stock compensation	9,005		6,625
Lease Liabilities	1,602		—
Other	2,315		1,654
Valuation allowance	(66,663)		(40,177)
	$	19,310	$	21,880
Deferred tax liabilities:
Right of Use Asset	(1,528)		—
Depreciation	$	(178)	$	(231)
Intangibles	(18,644)		(23,473)
	$	(20,350)	$	(23,704)
Net deferred tax balance	$	(1,040)	$	(1,824)

NONCONTROLLING INTEREST - Fair Value of Noncontrolling Interest (Details) - USD ($) $ in Thousands	4 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Carrying Value of Non-Controlling Interest, Beginning Balance		$ 3,628
Net loss Attributable to the Non-Controlling Interest		(518)	$ (1,026)
Carrying Value of Non-Controlling Interest, Ending Balance	$ 3,628	0	3,628
Joint Venture Investment
Equity, Attributable to Noncontrolling Interest [Roll Forward]
Carrying Value of Non-Controlling Interest, Beginning Balance	4,654	$ 3,628
Net loss Attributable to the Non-Controlling Interest	(1,026)
Carrying Value of Non-Controlling Interest, Ending Balance	$ 3,628		$ 3,628

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References + Details

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	100.00%	100.00%
China \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	62.00%	38.00%
Europe \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	17.00%	32.00%
United States \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	24.00%
Asia excluding China \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	8.00%	5.00%
All others \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	0.00%	1.00%
Distributor A \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	45.00%
Distributor A \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	77.00%
Distributor B \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		21.00%
Distributor B \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		25.00%
Distributor C \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		16.00%
Distributor C \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		19.00%
Distributor D \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		14.00%
Distributor E \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		12.00%

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
NET REVENUES (including $0 and $1,528 of related party revenues)	$ 79,456	$ 37,943
COST OF REVENUES (exclusive of amortization of intangibles included below)	48,392	25,996
OPERATING EXPENSES:
Research and development	68,825	50,318
Selling, general and administrative	61,551	78,353
Amortization of intangible assets	18,820	6,913
Total operating expenses	149,196	135,584
LOSS FROM OPERATIONS	(118,132)	(123,637)
OTHER INCOME (EXPENSE), net:
Interest income	5,368	1,387
Gain from change in fair value of warrants	0	51,763
Gain (loss) from change in fair value of earnout liabilities	(33,788)	121,709
Other income (expense)	84	(1,147)
Total other income (expense), net	(28,336)	173,712
INCOME (LOSS) BEFORE INCOME TAXES	(146,468)	50,075
INCOME TAX BENEFIT	(517)	(22,812)
NET INCOME (LOSS)	(145,951)	72,887
LESS: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST	(518)	(1,026)
NET INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST	$ (145,433)	$ 73,913
NET INCOME (LOSS) PER COMMON SHARE:
Basic net income (loss) per share attributable to common stockholders (in dollars per share)	$ (0.86)	$ 0.55
Diluted net income (loss) per share attributable to common stockholders (in dollars per share)	$ (0.86)	$ 0.51
WEIGHTED AVERAGE COMMON SHARES USED IN NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:
Basic common shares (in shares)	168,927	133,668
Diluted common shares (in shares)	168,927	145,743

GOODWILL AND INTANGIBLES

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLES

The following table presents the changes in the Company’s goodwill balance (in thousands):


	Goodwill
Balance at December 31, 2022	$	161,527
Purchase price adjustment	1,688
Balance at December 31, 2023	$	163,215

Refer to Note 17, Business Combinations, for further details.

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2023 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(619)	$	281	Straight line	2 years
Developed Technology	53,500		(17,703)		35,797		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	34,900		(3,424)		31,476		Straight line	5-15 years
Customer Relationships	24,300		(3,341)		20,959		Straight line	10 years
Non-Competition Agreements	1,900		(523)		1,377		Straight line	5 years
Other	658		(626)		32		Straight line	5 years
Total	$	117,335	$	(26,236)	$	91,099

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2022 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(169)	$	731	Straight line	2 years
Developed Technology	49,100		(4,603)		44,497		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	33,900		(848)		33,052		Straight line	5-15 years
Customer Relationships	24,300		(911)		23,389		Straight line	10 years
Non-Competition Agreements	1,900		(143)		1,757		Straight line	5 years
Other	1,842		(825)		1,017		Straight line	5 years
Total	$	113,119	$	(7,499)	$	105,620

The following tables presents the changes in the Company’s intangible asset balance for the fiscal year ended December 31, 2023 and December 31, 2022 (in thousands):


	Intangible Assets, net
Balance at December 31, 2021	$	170
Additions to intangible assets	112,309
Amortization expense	(6,859)
Balance at December 31, 2022	$	105,620
Additions to intangible assets	4,299
Amortization expense	(18,820)
Balance at December 31, 2023	$	91,099

The amortization expense was $18.8 million for the fiscal year ended December 31, 2023 and was $6.9 million for the fiscal year ended December 31, 2022.

Total future amortization expense of intangible assets is estimated to be as follows (in thousands):


Fiscal Year Ending December 31,	Total
2024	$	18,926
2025	18,645
2026	14,042
2027	5,336
2028	4,690
Thereafter	28,301
Total	$	89,940

There were no impairment charges during the years ended December 31, 2023 and 2022.

NONCONTROLLING INTEREST - Additional Information (Details) $ in Thousands			12 Months Ended
	Jan. 19, 2023 USD ($)	Aug. 19, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Noncontrolling Interest [Line Items]
Additions to intangible assets			$ 4,299	$ 112,309
GOODWILL			$ 163,215	$ 161,527
Joint Venture Investment
Noncontrolling Interest [Line Items]
Purchase price of minority interest	$ 22,400
Change in noncontrolling interest	7,500
Joint Venture Investment \| Patents [Member]
Noncontrolling Interest [Line Items]
Additions to intangible assets		$ 1,000
Amortization period		5 years
GOODWILL		$ 3,100
Joint Venture Investment \| Developed Technology
Noncontrolling Interest [Line Items]
Additions to intangible assets	$ 4,400
Joint Venture Investment \| Measurement Input, Discount Rate
Noncontrolling Interest [Line Items]
Joint venture, measurement input		0.30
Joint Venture Investment \| Measurement Input, Royalty Rate \| Developed Technology
Noncontrolling Interest [Line Items]
Joint venture, measurement input	0.10

BUSINESS COMBINATIONS - Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands		12 Months Ended
	Aug. 15, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Additions to intangible assets		$ 4,299	$ 112,309
GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 110,100
Trade Names
Business Acquisition [Line Items]
Useful Life		2 years	2 years
Trade Names \| GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 900
Useful Life	2 years
Developed Technology
Business Acquisition [Line Items]
Useful Life		4 years	4 years
Developed Technology \| GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 49,100
Useful Life	4 years
Patents \| GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 33,900
Useful Life	15 years
Customer Relationships
Business Acquisition [Line Items]
Useful Life		10 years	10 years
Customer Relationships \| GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 24,300
Useful Life	10 years
Non-Competition Agreements
Business Acquisition [Line Items]
Useful Life		5 years	5 years
Non-Competition Agreements \| GeneSiC
Business Acquisition [Line Items]
Additions to intangible assets	$ 1,900
Useful Life	5 years

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value for Financial Assets and Liabilities

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2023 (in thousands):


	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	46,852	$	46,852

Total	$	—	$	—	$	46,852	$	46,852

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2022:


	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	13,064	$	13,064

Total	$	—	$	—	$	13,064	$	13,064

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):


	Fair Value Measurements Using Significant Unobservable Inputs
Balance at December 31, 2022	$	13,064
Fair value adjustment	33,788
Balance at Balance at December 31, 2023	$	46,852

SHARE BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 54,028	$ 63,288
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	26,806	19,853
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 27,222	$ 43,435

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

INVENTORY (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 7,743	$ 4,314
Work-in-process	10,863	9,166
Finished goods	4,560	5,581
Total	$ 23,166	$ 19,061

GOODWILL AND INTANGIBLES - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ (26,236)	$ (7,499)
Net Book Value	89,940
Total, Cost	117,335	113,119
INTANGIBLE ASSETS, net	91,099	105,620	$ 170
In-process R&D
Finite-Lived Intangible Assets [Line Items]
Cost and Net Book Value	1,177	1,177
Trade Names
Finite-Lived Intangible Assets [Line Items]
Cost	900	900
Accumulated Amortization	(619)	(169)
Net Book Value	$ 281	$ 731
Useful Life	2 years	2 years
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Cost	$ 53,500	$ 49,100
Accumulated Amortization	(17,703)	(4,603)
Net Book Value	$ 35,797	$ 44,497
Useful Life	4 years	4 years
Patents
Finite-Lived Intangible Assets [Line Items]
Cost	$ 34,900	$ 33,900
Accumulated Amortization	(3,424)	(848)
Net Book Value	$ 31,476	$ 33,052
Patents \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Patents \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	15 years	15 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 24,300	$ 24,300
Accumulated Amortization	(3,341)	(911)
Net Book Value	$ 20,959	$ 23,389
Useful Life	10 years	10 years
Non-Competition Agreements
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,900	$ 1,900
Accumulated Amortization	(523)	(143)
Net Book Value	$ 1,377	$ 1,757
Useful Life	5 years	5 years
Other
Finite-Lived Intangible Assets [Line Items]
Cost	$ 658	$ 1,842
Accumulated Amortization	(626)	(825)
Net Book Value	$ 32	$ 1,017
Useful Life	5 years	5 years

LEASES - Maturities Of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2022
Leases [Abstract]
2024	$ 2,139
2025	1,863
2026	1,766
2027	1,772
2028	1,687
Thereafter	419
Operating lease, liability, to be paid	9,646
Less imputed interest	1,101
Total lease liabilities	$ 8,545	$ 1,700

NET INCOME (LOSS) PER SHARE (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average basic common shares (in shares)	168,927	133,668
Stock options and other dilutive awards (in shares)	0	12,075
Weighted-average common shares - diluted common stock (in shares)	168,927	145,743
Shares excluded from diluted weighted-average shares:
Antidilutive securities	29,809	20,126
Dilutive shares excluded
Shares excluded from diluted weighted-average shares:
Antidilutive securities	9,809	0
Earnout shares (potentially issuable common shares)
Shares excluded from diluted weighted-average shares:
Antidilutive securities	10,000	10,000
Unvested restricted stock units and restricted stock awards
Shares excluded from diluted weighted-average shares:
Antidilutive securities	250	376
Stock options potentially exercisable for common shares
Shares excluded from diluted weighted-average shares:
Antidilutive securities	9,750	9,750

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS (Tables)

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

Schedule of Concentration Risk

The following customers represented 10% or more of the Company’s net revenues (in thousands):


	Year Ended December 31,
Customer	2023		2022
Distributor A	45	%	*
Distributor B	*		21	%
Distributor C	*		16	%
Distributor D	*		14	%
Distributor E	*		12	%

*Total customer net revenues was less than 10% of total net revenues.

Revenues for the twelve months ended December 31, 2023 and 2022, were attributable to end customers in the following countries:


	Year Ended December 31,
Country	2023		2022
China	62	%	38	%
Europe*	17	%	32	%
United States	13	%	24	%
Asia excluding China	8	%	5	%
All others	—	%	1	%
Total	100	%	100	%

*Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.

The following customers represented 10% or more of the Company’s accounts receivable:


	As of December 31,
Customer	2023		2022
Distributor A	77	%	*
Distributor B	*		25	%
Distributor C	*		19	%

*Total customer accounts receivable was less than 10% of total net accounts receivable.

SHARE BASED COMPENSATION - Long-term Incentive Plan Stock Options - Narrative (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Aug. 15, 2022 hurdle $ / shares shares	Dec. 29, 2021 hurdle $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period			4 years
Weighted average remaining contractual term, Outstanding options exercisable (in years)			5 years 8 months 12 days	6 years 2 months 12 days	6 years 9 months 18 days
Total stock-based compensation expense \| $			$ 54,028	$ 63,288
LTIP Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of warrants granted (in dollars per share) \| $ / shares	$ 2.89	$ 9.14
Total stock-based compensation expense \| $			7,900	6,000
LTIP Options \| December 29, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $			6,900	5,700
Unrecognized compensation cost related to unvested awards \| $			$ 46,900
Unrecognized compensation expense, period of recognition			2 years 4 months 24 days
LTIP Options \| August 15, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $			$ 1,100	$ 400
Unrecognized compensation expense, period of recognition			3 years
Unrecognized compensation cost \| $			$ 7,900
Management \| LTIP Options \| 2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) \| shares	3,250,000	6,500,000
Number of price hurdles \| hurdle	10	10
Requisite service period	7 years	7 years
Exercise price (in dollars per share) \| $ / shares	$ 10.00	$ 15.51
Weighted-average fair value of warrants granted (in dollars per share) \| $ / shares	$ 2.51
Weighted average remaining contractual term, Outstanding options exercisable (in years)	8 years 7 months 6 days		8 years
Management \| LTIP Options \| 2021 Equity Incentive Plan \| Black Scholes And Monte Carlo Model Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value of warrants granted (in dollars per share) \| $ / shares		8.13
Management \| LTIP Options \| 2021 Equity Incentive Plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price hurdles (in dollars per share) \| $ / shares	$ 15	15
Management \| LTIP Options \| 2021 Equity Incentive Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price hurdles (in dollars per share) \| $ / shares	$ 60	$ 60

SHARE BASED COMPENSATION - Stock-Based Compensation/Stock Options Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Requisite service period	4 years
Total stock-based compensation expense	$ 54,028	$ 63,288
Stock options potentially exercisable for common shares \| 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options expiration period	10 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 500	500
Unrecognized compensation cost related to unvested awards	$ 100
Unrecognized compensation expense, period of recognition	7 months 6 days
LTIP Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 7,900	$ 6,000

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Lessee, Lease, Description [Line Items]
Operating lease assets	$ 8,268	$ 6,381	$ 1,600
Operating lease liabilities	8,545		$ 1,700
Right-of-use assets in exchange for lease obligations	3,230	5,883
Rent expense, including short-term lease cost	2,700	2,100
Variable expense	$ 100	$ 200
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term	3 months 18 days
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term	5 years 9 months 18 days

LEASES

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

LEASES:

The Company has entered into operating leases primarily for commercial buildings. These leases have terms which range from 0.3 to 5.8 years. As of December 31, 2023 no operating lease agreements contain economic penalties for the Company to extend the lease, and it is not reasonably certain the Company will exercise these extension options. Additionally, these operating lease agreements do not contain material residual value guarantees or material restrictive covenants. As of December 31, 2023, all leases recorded on the Company’s consolidated balance sheets were operating leases.

Upon adoption of ASC 842 on January 1, 2022, the Company recorded operating lease assets of $1.6 million and lease liabilities of $1.7 million in the Company’s consolidated balance sheets. The adoption of this standard did not have a material impact on retained earnings, the consolidated statement of operations, or cash flows. The Company obtained $3.2 million in additional right-of-use assets in exchange for lease obligations during the fiscal year ended December 31, 2023. The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to: (i) not separate lease components from nonlease components for real estate; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments.

Rent expense, including short-term lease cost, was $2.7 million and $2.1 million for the fiscal years ended December 31, 2023 and 2022, respectively. In addition to rent payments, the Company’s leases include real estate taxes, common area maintenance, utilities, and management fees, which are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component. Total variable expense was $0.1 million and $0.2 million for the fiscal years ended December 31, 2023 and 2022, respectively.

Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands):


	December 31, 2023		December 31, 2022
Cash paid for operating lease liabilities	$	1,919	$	1,166
Operating lease cost	$	2,036	$	1,610
Non-cash right-of-use assets obtained in exchange for new operating lease obligations	$	3,230	$	5,883
Weighted-average remaining lease term	4.88		5.41
Weight-average discount rate	3.5% - 9.3%		4.25% - 5.5%


Maturities of lease liabilities (in thousands) due in the 12-month period ending December 31,
2024	$	2,139
2025	1,863
2026	1,766
2027	1,772
2028	1,687
Thereafter	419
	$	9,646
Less imputed interest	$	1,101
Total lease liabilities	$	8,545

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Schedule of Contract with Customer (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Accounting Policies [Abstract]
Accounts receivable, net	$ 25,858	$ 9,127	$ 8,263
Deferred revenue	$ 10,953	$ 486	$ 29

COMMITMENTS and CONTINGENCIES	12 Months Ended
COMMITMENTS and CONTINGENCIES	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS and CONTINGENCIES	COMMITMENTS and CONTINGENCIES Purchase Obligations At December 31, 2023, the Company had no non-cancellable contractual agreements that were due beyond one year apart from lease obligations. Indemnification The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (DSA). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers. The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of December 31, 2023. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications. Legal proceedings and contingencies From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties may make claims against the Company. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (145,951)	$ 72,887
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	2,160	980
Amortization of intangibles	18,820	6,859
Non-cash lease expense	2,036	1,207
Other	85	4,350
Stock-based compensation expense	54,028	63,288
Amortization of debt discount and issuance costs	0	17
Gain from change in fair value of warrants	0	(51,763)
(Gain) loss from change in fair value of earnout liability	33,788	(121,709)
Deferred income taxes	(784)	(23,294)
Change in operating assets and liabilities:
Accounts receivable	(16,731)	1,253
Inventory	(4,105)	(4,748)
Prepaid expenses and other current assets	(2,996)	100
Other assets	(1,173)	(448)
Accounts payable, accrued compensation and other expenses	12,204	7,138
Operating lease liability	(1,946)	(1,071)
Deferred revenue	10,467	457
Net cash used in operating activities	(40,098)	(44,497)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment purchase	(1,000)	0
Business acquisitions, net of cash acquired	0	(96,357)
Investment in joint venture	0	(5,204)
Investment in preferred stock	0	(1,500)
Purchases of property and equipment	(4,782)	(4,644)
Receipts on notes receivable	0	97
Net cash used in investing activities	(5,782)	(107,608)
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of warrants	0	(38)
Repurchase of common stock	0	(550)
Proceeds from issuance of common stock in connection with stock option exercises	1,923	1,711
Proceeds from issuance of common stock in May 2023 public offering	86,941	0
Payment of May 2023 public offering costs	(482)	0
Principal payments on long-term debt	0	(6,933)
Net cash provided by (used in) financing activities	88,382	(5,810)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	42,502	(157,915)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	110,337	268,252
CASH AND CASH EQUIVALENTS AT END OF PERIOD	152,839	110,337
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Net assets acquired through change in control of joint venture	0	3,813
Shares issued for business acquisition	0	147,380
Shares issued for transaction fees	0	1,000
Capital expenditures in accounts payable	499	22
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	160	193
Cash paid for interest	$ 0	$ 290

GOODWILL AND INTANGIBLES - Schedule Of Intangible Asset (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets, net
Balance, beginning	$ 105,620	$ 170
Additions to intangible assets	4,299	112,309
Amortization expense	(18,820)	(6,859)
Balance, ending	$ 91,099	$ 105,620

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Right-of-Use Assets And Lease Liabilities

Information related to the Company right-of-use assets and related operating lease liabilities were as follows (in thousands):


	December 31, 2023		December 31, 2022
Cash paid for operating lease liabilities	$	1,919	$	1,166
Operating lease cost	$	2,036	$	1,610
Non-cash right-of-use assets obtained in exchange for new operating lease obligations	$	3,230	$	5,883
Weighted-average remaining lease term	4.88		5.41
Weight-average discount rate	3.5% - 9.3%		4.25% - 5.5%

Schedule of Lessee, Operating Lease, Liability, Maturity


Maturities of lease liabilities (in thousands) due in the 12-month period ending December 31,
2024	$	2,139
2025	1,863
2026	1,766
2027	1,772
2028	1,687
Thereafter	419
	$	9,646
Less imputed interest	$	1,101
Total lease liabilities	$	8,545

PROVISION FOR INCOME TAXES - Schedule of Income Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. operations	$ (56,198)	$ 125,500
Foreign operations	(90,270)	(75,425)
INCOME (LOSS) BEFORE INCOME TAXES	$ (146,468)	$ 50,075

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

ORGANIZATION AND BASIS OF PRESENTATION	12 Months Ended
ORGANIZATION AND BASIS OF PRESENTATION	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	ORGANIZATION AND BASIS OF PRESENTATION On May 6, 2021, Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland (“Navitas Ireland”) and domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company (“Navitas Delaware” and, together with Navitas Ireland, “Legacy Navitas”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement” or “BCA”) with Live Oak Acquisition Corp. II, a Delaware corporation (“Live Oak”). Pursuant to the BCA, among other transactions consummated on October 19, 2021 (collectively, the “Business Combination”), Live Oak acquired all of the capital stock of Navitas Ireland (other than the Navitas Ireland Restricted Shares, as defined below) by means of a tender offer, and a wholly owned subsidiary of Live Oak merged with and into Navitas Delaware, with Navitas Delaware surviving the merger. As a result, Legacy Navitas became a wholly owned subsidiary of Live Oak effective October 19, 2021. At the closing of the Business Combination, Live Oak changed its name to Navitas Semiconductor Corporation (“Navitas”). References to the “Company” in these financial statements refer to Legacy Navitas and its predecessors before the consummation of the Business Combination, or to Navitas Semiconductor Corporation after the Business Combination, as the context suggests. The Company was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (GaN) power integrated circuits (ICs), silicon carbide (SiC) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging. The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers. Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines, with principal executive offices in Torrance, California. Acquisitions In February 2023, the Company acquired the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics for a purchase price of $22.4 million in Navitas stock. See Note 18, Noncontrolling Interest, for more information. In June 2022, the Company acquired VDDTech for $1.9 million in cash and stock, and in August 2022 the Company acquired GeneSiC for $246.2 million in cash and stock. See Note 17, Business Combinations, for more information. Basis of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. On an ongoing basis, management evaluates the assumptions used in making estimates, including those related to (i) the collectability of accounts receivable; (ii) write-down for excess and obsolete inventory; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) recoverability of intangible assets; (vii) the computation of share-based compensation; (viii) accrued compensation and other expenses; and (ix) the recognition of revenue. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third-party valuation specialists to assist with estimates related to the valuation of intangible assets, stock options, restricted common stock awards, and, earnout shares. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results could differ from those estimates.

INVENTORY

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

INVENTORY

Inventory consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Raw materials	$	7,743	$	4,314
Work-in-process	10,863		9,166
Finished goods	4,560		5,581
Total	$	23,166	$	19,061

NONCONTROLLING INTEREST

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

NONCONTROLLING INTEREST

In July 2021, the Company formed a joint venture for the purpose of conducting research and development on technology in the area of AC/DC converters for chargers and adapters.

On August 19, 2022, the Company obtained control of the joint venture, and no consideration was paid pursuant to the Change of Control Agreement. The Company consolidated the fair value of the net assets of the joint venture as of August 19, 2022, and the Company reports noncontrolling interests of the joint venture as a component of equity separate from the Company’s equity. The fair value of the noncontrolling interest and net assets is based on estimates. The Company’s net income (loss) excludes income (loss) attributable to the noncontrolling interests. The fair value of the joint venture was determined based on a multiple of future annual revenues with a discount rate of 30%. In connection with the consolidation, the Company reacquired a patent license, which was fair valued at $1.0 million based on comparable transactions during the year, and is amortized over a five year term. Goodwill of $3.1 million was recorded in connection with this transaction.

On January 19, 2023, the Company completed the acquisition of the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S. affiliate for a total purchase price of $22.4 million in Navitas stock. In connection with the purchase of intellectual property, the Company recognized developed technology as an intangible asset at its estimated fair value of $4.4 million. As a result of this transaction, the Company recorded a net increase to additional paid in capital of $7.5 million representing the difference between the fair value of share consideration related to the acquisition of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction.

The fair value of the developed technology was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets The Company estimated the benefit of the ownership as the relief form the royalty expense that would be incurred in the absence of ownership. A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10% to determine the fair value.

The carrying value of the non-controlling interest as of December 31, 2022 (in thousands):


Entity	Carrying Value of Non-Controlling Interest as of August 19, 2022		Net loss Attributable to the Non-Controlling Interest		Carrying Value of Non-Controlling Interest as of December 31, 2022
Former Joint Venture	$	4,654	$	(1,026)	$	3,628

GOODWILL AND INTANGIBLES (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table presents the changes in the Company’s goodwill balance (in thousands):


	Goodwill
Balance at December 31, 2022	$	161,527
Purchase price adjustment	1,688
Balance at December 31, 2023	$	163,215

Schedule of Finite-Lived Intangible Assets

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2023 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(619)	$	281	Straight line	2 years
Developed Technology	53,500		(17,703)		35,797		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	34,900		(3,424)		31,476		Straight line	5-15 years
Customer Relationships	24,300		(3,341)		20,959		Straight line	10 years
Non-Competition Agreements	1,900		(523)		1,377		Straight line	5 years
Other	658		(626)		32		Straight line	5 years
Total	$	117,335	$	(26,236)	$	91,099

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2022 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(169)	$	731	Straight line	2 years
Developed Technology	49,100		(4,603)		44,497		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	33,900		(848)		33,052		Straight line	5-15 years
Customer Relationships	24,300		(911)		23,389		Straight line	10 years
Non-Competition Agreements	1,900		(143)		1,757		Straight line	5 years
Other	1,842		(825)		1,017		Straight line	5 years
Total	$	113,119	$	(7,499)	$	105,620

The following tables presents the changes in the Company’s intangible asset balance for the fiscal year ended December 31, 2023 and December 31, 2022 (in thousands):


	Intangible Assets, net
Balance at December 31, 2021	$	170
Additions to intangible assets	112,309
Amortization expense	(6,859)
Balance at December 31, 2022	$	105,620
Additions to intangible assets	4,299
Amortization expense	(18,820)
Balance at December 31, 2023	$	91,099

Schedule of Indefinite-Lived Intangible Assets

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2023 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(619)	$	281	Straight line	2 years
Developed Technology	53,500		(17,703)		35,797		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	34,900		(3,424)		31,476		Straight line	5-15 years
Customer Relationships	24,300		(3,341)		20,959		Straight line	10 years
Non-Competition Agreements	1,900		(523)		1,377		Straight line	5 years
Other	658		(626)		32		Straight line	5 years
Total	$	117,335	$	(26,236)	$	91,099

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2022 (in thousands):


Intangible Asset	Cost		Accumulated Amortization		Net Book Value		Amortization Method	Useful Life
Trade Names	$	900	$	(169)	$	731	Straight line	2 years
Developed Technology	49,100		(4,603)		44,497		Straight line	4 years
In-process R&D	1,177		—		1,177		Indefinite	N/A
Patents	33,900		(848)		33,052		Straight line	5-15 years
Customer Relationships	24,300		(911)		23,389		Straight line	10 years
Non-Competition Agreements	1,900		(143)		1,757		Straight line	5 years
Other	1,842		(825)		1,017		Straight line	5 years
Total	$	113,119	$	(7,499)	$	105,620

The following tables presents the changes in the Company’s intangible asset balance for the fiscal year ended December 31, 2023 and December 31, 2022 (in thousands):


	Intangible Assets, net
Balance at December 31, 2021	$	170
Additions to intangible assets	112,309
Amortization expense	(6,859)
Balance at December 31, 2022	$	105,620
Additions to intangible assets	4,299
Amortization expense	(18,820)
Balance at December 31, 2023	$	91,099

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Total future amortization expense of intangible assets is estimated to be as follows (in thousands):


Fiscal Year Ending December 31,	Total
2024	$	18,926
2025	18,645
2026	14,042
2027	5,336
2028	4,690
Thereafter	28,301
Total	$	89,940

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

PROVISION FOR INCOME TAXES - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
U.S. federal valuation allowance	$ 26,500,000	$ 7,800,000
Federal	(1,149,000)	(21,666,000)
Foreign net operating loss carry forwards	199,700,000	111,900,000
Domestic net operating loss carry forwards	198,600,000
Unrecognized tax benefits	0	0
Interest and penalties expense	0	0
GeneSiC
Operating Loss Carryforwards [Line Items]
U.S. federal valuation allowance		20,500,000
GeneSiC
Operating Loss Carryforwards [Line Items]
Federal		23,100,000
Federal Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	165,000,000	146,900,000
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 200,000	$ 4,600,000

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS - Narrative (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) segment shares	Dec. 31, 2022 USD ($) shares	Oct. 19, 2021 shares
Class of Warrant or Right [Line Items]
Number of reportable segments \| segment	1
Expected dividend yield	0.00%
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	$ 0	$ 0
Warrants outstanding (in shares) \| shares	0	0
Realized foreign exchange transaction net loss	$ 400,000	$ 100,000
Advertising cost	$ 0	$ 100,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares			8,433,333
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares			4,666,667

WARRANT LIABILITY	12 Months Ended
WARRANT LIABILITY	Dec. 31, 2023
Warrants and Rights Note Disclosure [Abstract]
WARRANT LIABILITY	WARRANT LIABILITY In connection with the closing of the Business Combination, holders of Live Oak Class A ordinary shares automatically received Class A Common Stock of the Company, and holders of Live Oak warrants automatically received 13,100,000 warrants of the Company with substantially identical terms (“the Warrants”). At the Closing, 8,433,333 Live Oak public warrants automatically converted into 8,433,333 warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share (the “Public Warrants”), and 4,666,667 Private Placement Warrants held by the Sponsor and certain permitted transferees, each exercisable for one Class A ordinary share of Live Oak at $11.50 per share, automatically converted into warrants to purchase one share of the Company’s Class A Common Stock at $11.50 per share with substantially identical terms as the Public Warrants. On February 4, 2022, the Company gave notice that it would redeem all of the Warrants, as further described below. The Warrants were exercisable only during the period commencing December 7, 2021 (12 months after the consummation of Live Oak’s initial public offering) and ending on the earlier of October 19, 2026 (five years after the Closing of the Business Combination) or, in the event of redemption, the corresponding redemption date. The Company had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $0.01 per Warrant, if the reported closing price of the Common Stock was at least $18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions. The Company also had the right to redeem not less than all of the outstanding Public Warrants on 30 days’ notice, at a redemption price of $0.10 per Warrant, if the reported closing price of the Common Stock was at least $10.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, subject to certain other conditions. If the Company elected to exercise the latter right to redeem the Public Warrants for $0.10 per Warrant, and the reported closing price of the Common Stock was less than $18.00 per share for any 20 of 30 trading days ending three business days before the notice of redemption, the Company was required by the terms of the Public Warrants to concurrently redeem the Private Placement Warrants on the same terms. In addition, in such event, holders of Warrants subject to redemption would have the right to exercise their Warrants on a “cashless” basis, whereby they would receive a fractional number of shares of Common Stock per Warrant exercised before the redemption date, based on the volume weighted average price of the Common Stock for the 10 trading days following notice of redemption (the “Redemption Fair Market Value”) and the time period between the redemption date and the original expiration of the Warrants in the absence of redemption. On February 4, 2022, the Company issued a notice of redemption that it would redeem, at 5:00 p.m. New York City time on March 7, 2022 (the “Redemption Date”), all of the Company’s outstanding Public Warrants and Private Placement Warrants to purchase shares of the Company’s Class A Common Stock that were governed by the Warrant Agreement, dated as of December 2, 2020 (the “Warrant Agreement”), between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), at a redemption price of $0.10 per Warrant (the “Redemption Price”). On February 22, 2022, the Company issued a notice that the “Redemption Fair Market Value,” determined in accordance with the Warrant Agreement based on the volume weighted average price of the Common Stock for the 10 trading days immediately following the date on which notice of redemption was sent, was $10.33 and, accordingly, that holders exercising Warrants on a “cashless” basis before the Redemption Date would receive 0.261 shares of Common Stock per Warrant exercised. The Warrants were exercisable by their holders until immediately before 5:00 p.m. New York City time on the Redemption Date, either (i) on a cash basis, at an exercise price of $11.50 per share of Common Stock, or (ii) on a “cashless” basis in which the exercising holder would receive 0.261 shares of Common Stock per Warrant exercised. Between December 7, 2021 (the date the Warrants became exercisable) and the Redemption Date, an aggregate of 12,722,773 Warrants were exercised (including 17,785 on a cash basis and 12,704,988 on a “cashless” basis); an aggregate of 3,333,650 shares of Common Stock were issued upon exercise of the Warrants (including 17,785 shares in respect of cash exercises and 3,315,865 shares in respect of “cashless” exercises). A total of 377,187 Warrants remained outstanding and unexercised at the Redemption Date and were redeemed for an aggregate Redemption Price of $38. Prior to the redemption date, the warrants had an aggregate fair value of $81.4 million which resulted in a gain of $51.8 million due to the decrease in the fair value of the warrant liability in fiscal year ended December 31, 2022. There were no outstanding warrants as of December 31, 2022 or

SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands	Jan. 03, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Investment in preferred interest		$ 0	$ 1,500
Subsequent Event \| Elevation Microsystems, Inc.
Subsequent Event [Line Items]
Investment in preferred interest	$ 2,500
Ownership percentage	15.48%

ORGANIZATION AND BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands				1 Months Ended
	Jan. 19, 2023	Aug. 15, 2022	Jun. 10, 2022	Feb. 28, 2023	Jun. 30, 2022
VDDTech
Business Acquisition [Line Items]
Total			$ 1,900		$ 1,900
GeneSiC
Business Acquisition [Line Items]
Total		$ 244,030			$ 246,200
IC Joint Venture
Business Acquisition [Line Items]
Purchase price of minority interest	$ 22,400			$ 22,400

SHARE BASED COMPENSATION - Summary of Stock Option Outstanding (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Shares
Balance at the beginning (in shares)	6,775	11,253
Exercised (in shares)	(3,899)	(4,356)
Forfeited or expired (in shares)	(219)	(122)
Balance at the end (in shares)	2,657	6,775	11,253
Vested and exercisable at the end ( in shares)	2,314
Weighted- Average Exercise Price
Balance at the beginning (in dollars per share)	$ 0.59	$ 0.51
Exercised (in dollars per share)	0.49	0.39
Forfeited or expired (in dollars per share)	1.06	0.97
Balance at the end (in dollars per share)	0.72	$ 0.59	$ 0.51
Vested and exercisable at the end (in dollars per share)	$ 0.67
Weighted-Average Remaining Contractual Term (In years)
Weighted average remaining contractual term, Outstanding options exercisable (in years)	5 years 8 months 12 days	6 years 2 months 12 days	6 years 9 months 18 days
Weighted average remaining contractual term, Vested and exercisable options (in years)	5 years 6 months

PROVISION FOR INCOME TAXES - Schedule of Components of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current provision (benefit):
Federal	$ 0	$ 0
State	47	335
Foreign	226	154
Total current	273	489
Deferred provision (benefit):
Federal	(1,149)	(21,666)
State	232	(1,603)
Foreign	127	(32)
Total deferred provision (benefit)	(790)	(23,301)
Total	$ (517)	$ (22,812)

AUDIT INFORMATION	12 Months Ended
AUDIT INFORMATION	Dec. 31, 2023	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	659	34
Auditor Name	Moss Adams LLP	Deloitte & Touche LLP
Auditor Location	Los Angeles, CA	Los Angeles, CA

EARNOUT LIABILITY

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

EARNOUT LIABILITY

Certain of the Company’s stockholders are entitled to receive an aggregate of up to 10,000,000 Earnout Shares of the Company’s Class A common stock if the Earnout Milestones are met. The Earnout Milestones represent three independent criteria, each of which entitles the eligible stockholders to an aggregate of up to 3,333,333 Earnout Shares per milestone met. Each Earnout Milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $12.50, $17.00 or $20.00 for any twenty trading days within any thirty trading day period, respectively. Further, the Earnout Milestones are also considered to be met if the Company undergoes a Sale. A Sale is defined as the occurrence of any of the following: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution.

These Earnout Shares have been categorized into two components: (i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones and (ii) the “Unvested Shares” - those associated with employee stockholders with unvested equity at the closing of the Business Combination that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earnout Milestones. The Vested Shares are classified as liabilities in the consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time (see Note 8 - Share-based Compensation). The earnout liability was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations.

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. The valuation model utilized the following assumptions:


	December 31, 2023		December 31, 2022
Risk-free interest rate	4.05	%	4.13	%
Equity volatility rate	70	%	65	%

As of December 31, 2023 and December 31, 2022, the earnout liability had a fair value of $46.9 million and $13.1 million, respectively which resulted in a loss in the fair value of the earnout liability of $33.8 million and a gain in the fair value of the earnout liability of $121.7 million for the year ended December 31, 2023 and 2022, respectively, due to the fluctuations in the fair value of the earnout liability.

GeneSiC Earnout Liability

In connection with the merger agreement of GeneSiC Semiconductor as discussed in Note 17, the Company will pay additional contingent consideration of up to $25.0 million, in the form of cash earnout payments to the Sellers and certain employees of GeneSiC, conditioned on the achievement of substantial revenue and gross profit margin targets for the GeneSiC business over the four fiscal quarters beginning on October 1, 2022 and ending on September 30, 2023. The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations assuming that GeneSiC’s revenue and gross profit margins follow a geometric Browian motion over the earnout period. The valuation model utilized an assumption on the risk-free interest rate of 3.1% and equity volatility rate of 99.9%. As of December 31, 2023, the GeneSiC Earnout was not achieved, and no liability was recorded in earnout liability on the Company’s Consolidated Balance Sheets. As of December 31, 2022, a liability of $0.6 million was recorded in Earnout Liability on the Company’s Consolidated Balance Sheets related to the GeneSiC Earnout.

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 19, 2023	Feb. 28, 2023	Mar. 31, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2022
Related Party Transaction [Line Items]
License fee revenue					$ 79,456,000	$ 37,943,000
Investment in preferred interest					0	1,500,000
Total lease liabilities					8,545,000		$ 1,700,000
IC Joint Venture
Related Party Transaction [Line Items]
Purchase price of minority interest	$ 22,400,000	$ 22,400,000
Affiliated Entity \| Note Receivable With An Employee
Related Party Transaction [Line Items]
Loss on extinguishment of debt						100,000
Related parties, proceeds						100,000
Interest income recognized					$ 0	0
Affiliated Entity \| Note Receivable With An Employee \| Minimum
Related Party Transaction [Line Items]
Interest rate					1.00%
Affiliated Entity \| Note Receivable With An Employee \| Maximum
Related Party Transaction [Line Items]
Interest rate					2.76%
Affiliated Entity \| Joint Venture Investment
Related Party Transaction [Line Items]
Investment in preferred interest			$ 1,000,000	$ 1,500,000
Investment balance					$ 2,500,000	1,500,000
Payment to joint venture partner				$ 1,000,000
Outstanding amount					0
Rental payments					100,000	36,000
Total lease liabilities					11,000
Corporate Joint Venture \| Joint Venture Investment
Related Party Transaction [Line Items]
Revenues					0	700,000
Corporate Joint Venture \| Patent License Agreement
Related Party Transaction [Line Items]
License fee revenue					$ 0	$ 900,000

SHARE BASED COMPENSATION - Other Share Awards - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jan. 19, 2023	Jun. 10, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense				$ 54,028	$ 63,288
VDDTech
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total		$ 1,900	$ 1,900
IC Joint Venture \| Former Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	841,729
Aggregated grant date fair value	$ 4,500
Dilutive shares excluded \| VDDTech
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense				$ 900	$ 100
Dilutive shares excluded \| VDDTech \| Time-Based Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options issued (in shares)		113,000
Vesting period (in years)		4 years
Dilutive shares excluded \| VDDTech \| Performance-Based Vesting
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options issued (in shares)		151,000
Vesting period (in years)		3 years

BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS

Acquisition of VDDTech srl

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock. Based in Mont-saint-Guibert, Belgium, VDDTech creates advanced digital-isolators for next-generation power conversion. VDDTech’s net assets and operating results since the acquisition date are included in the Company’s Consolidated Statement of Operations for the fiscal year ended December 31, 2022, and were not material. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years, respectively. These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718.

The Company recorded an allocation of the purchase price to tangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. The excess of the purchase price over the fair value of tangible assets and liabilities of $1.2 million was recorded as goodwill as of June 30, 2022. Subsequent to June 30, 2022, a preliminary valuation of the intangible assets acquired was calculated at $1.2 million. During the third quarter of fiscal year 2022 the Company reclassed the goodwill to an intangible asset.

The fair value of the in-process R&D was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the acquired technology, which were discounted at a rate of 18% to determine the fair value.

Acquisition of GeneSiC Semiconductor Inc.

On August 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire 100% of the outstanding shares of GeneSiC Semiconductor Inc., a silicon carbide (“SiC”) pioneer with deep expertise in SiC power device design and process, based in Dulles, Virginia. Total merger consideration was $244.0 million and consisted of approximately $146.3 million of common stock, $97.1 million of cash consideration, and potential future cash earn-out payments of up to an aggregate of $25.0 million which were fair valued at $0.6 million. The acquisition was accounted for as a business combination in accordance with ASC 805, “Business Combinations”. The Company has determined fair values of the assets acquired and liabilities assumed.

The following tables summarize the purchase consideration and the purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed (in thousands) at acquisition date:


Merger Consideration	Fair Value ( in thousands)
Cash consideration at closing	$	97,116
Equity consideration at closing	146,314
Contingent earn-out	600
Total	$	244,030
Purchase price allocation
Cash and cash equivalents	$	951
Accounts receivable	823
Inventory	1,539
Fixed assets	226
Other assets	5
Intangible assets	110,100
Goodwill	157,699
Total assets acquired	$	271,343
Liabilities assumed:
Interest bearing debt	16
Other current liabilities	2,749
Deferred tax liabilities	24,548
Total liabilities acquired	27,313
Estimated fair value of net assets acquired	$	244,030

During the Company’s second quarter of 2023, the Company received information regarding products shipped by GeneSiC to a distributor prior to the Company’s acquisition of GeneSiC. GeneSiC had the option, but not the obligation, to accept returns sold to the distributor. The Company determined that a $1.7 million return liability should have been recorded as of the close of the acquisition on August 15, 2022. The Company recorded the return liability as a purchase price adjustment as of June 30, 2023, resulting in an increase to goodwill and accounts payable and other accrued expenses of $1.7 million.

Goodwill represents the excess of the merger price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed, the final amount of the goodwill recorded could differ materially from the amount presented. Goodwill is primarily attributable to assembled workforce, market and expansion capabilities, expected synergies from integration and streamlining operational activities and other factors. Goodwill is not expected to be deductible for income tax purposes.

The Company’s cumulative purchase price allocation adjustment through December 31, 2023 was $1.6 million, primarily due to sales returns discussed above, inventory reserve, working capital adjustment and employee bonuses.

The fair values of the identifiable intangible assets acquired at the date of Acquisition are as follows (in thousands):

Intangible Asset

Fair Value

Amortization Method

Useful Life

Trade Names

900

Straight line

2 years

Developed Technology

49,100

Straight line

4 years

Patents

33,900

Straight line

15 years

Customer Relationships

24,300

Straight line

10 years

Non-Competition Agreements

1,900

Straight line

5 years

110,100

The valuations of intangible assets incorporate significant unobservable inputs and require significant judgment and estimates, including the amount and timing of future cash flows. The Company recognized approximately $5.9 million of transaction costs in the fiscal year ended December 31, 2022. These costs are recorded in “Selling, general and administrative expense” in the consolidated statements of operations. The financial results of GeneSiC have been included in the Company’s consolidated financial statements since the date of the acquisition.

The fair value of developed technology was estimated using the multi-period excess earnings method, an income approach (Level 3), which converts projected revenues and costs into cash flows. To reflect the fact that certain other assets contribute to the cash flows generated, the returns for these contributory assets were removed to arrive at estimated cash flows solely attributable to the acquired technology, which were discounted at a rate of 15% to determine the fair value.

The fair value of customer relationships was estimated using the distributor method, an income level approach (Level 3), which estimates the value of an asset based upon costs avoided through ownership of the asset. Estimated costs on projected revenues were made using historical data pertaining to sales to new and existing customers. The cash flow impact of projected cost savings, primarily avoidance of legal costs pertaining to new customers and lower commission rates applicable to existing customers than new customers, were discounted at a rate of 16% to determine the fair value.

The fair value of the trade name and trademarks was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets, the Company estimated the benefit of the ownership as the relief from the royalty expense that would be incurred in the absence of ownership A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 1% to determine the fair value.

The fair value of the patents was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets, the Company estimated the benefit of the ownership as the relief from the royalty expense that would be incurred in the absence of ownership. A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 5% to determine the fair value.

The value of the non-competition agreement was estimated using the lost income method (Level 3). Because the non-competition agreement prohibits the covenantor from competing with the Company, the fair value of the non-competition agreement can be determined by estimating cash flows that would be lost if the covenantors were to compete. Based on this method we estimated a discount rate of 16% to determine the fair value.

Discount rates for each respective intangible asset were determined by accounting for the risk associated with each asset, including required technology development and customer acquisition required to support respective projections, the uncertainty of market success and the risk inherent with projected financial results. The estimated useful lives were determined by evaluating the expected economic and useful lives of the assets and of similar intangible assets from

comparable business combinations and adjusting accordingly after taking into account circumstances that may be unique to GeneSiC. Net tangible assets and intangibles assets assumed as well as goodwill recognized are presented as continuing operations in the consolidated balance sheets.

The following unaudited pro forma financial information presented in the table below is provided for illustrative purposes only and is based on the historical financial statements of the Company and presents the Company’s results as if the business combination had occurred as of January 1, 2022 (in thousands):


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
	Year Ended December 31,
	2022
Revenue	$	48,615
Net income (loss)	$	72,279
Basic net income (loss) per share	$	0.54
Diluted net income (loss) per share	$	0.50

The unaudited pro forma financial information may not be indicative of the results of operations that the Company would have attained had the business combination occurred as of January 1, 2022, nor is the pro forma financial information indicative of the results of operations that may occur in the future.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (145,951)	$ 72,887
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax	0	(5)
Total other comprehensive income (loss)	0	(5)
COMPREHENSIVE INCOME (LOSS) INCLUDING NONCONTROLLING INTEREST	(145,951)	72,882
COMPREHENSIVE LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST	(518)	(1,026)
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST	$ (145,433)	$ 73,908

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

SHARE BASED COMPENSATION - Unvested Earnout Shares - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 54,028,000	$ 63,288,000
Earnout liability
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregated grant date fair value	$ 19,100,000
Granted (in dollars per share)	$ 11.52
Unrecognized compensation expense	$ 0
Total stock-based compensation expense	$ 300,000	$ 11,900,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock shares issued (in shares)	179,196,418	153,628,838
Common stock, shares outstanding (in shares)	179,196,418	153,628,838

SHARE BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Expensed and Capitalized, Amount

The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2023 and 2022:


	Years Ended December 31,
(In thousands)	2023		2022
Research and development	$	26,806	$	19,853
Selling, general and administrative	27,222		43,435
Total stock-based compensation expense	$	54,028	$	63,288

Summary of Stock Option Outstanding

A summary of stock options outstanding as of December 31, 2023, and activity during the two years then ended, is presented below:


Stock Options	Shares (In thousands)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (In years)
Outstanding at December 31, 2021	11,253	$	0.51	6.8
Exercised	(4,356)	0.39
Forfeited or expired	(122)	0.97
Outstanding at December 31, 2022	6,775	$	0.59	6.2
Exercised	(3,899)	0.49
Forfeited or expired	(219)	1.06
Outstanding at December 31, 2023	2,657	$	0.72	5.7
Vested and exercisable at December 31, 2023	2,314	$	0.67	5.5

Schedule of Stock Options, Valuation Assumptions

The valuation model utilized the following assumptions:


Risk-free interest rate	1.47	%
Expected volatility rates	67.33	%
Expected dividend yield	—
Cost of equity (for derived service period)	11.77	%
Weighted-average grant date fair value of options	$9.14

The valuation model utilized the following assumptions:


Risk-free interest rates	2.82	%
Expected volatility rates	68.48	%
Expected dividend yield	—
Cost of equity (for derived service period)	14.64	%
Weighted-average grant date fair value of options	$2.89

Summary of Restricted Stock Unit, Outstanding

A summary of RSUs outstanding as of December 31, 2023, and activity during the year then ended, is presented below:


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2021	4,525	$	9.62
Granted	10,118	7.71
Vested	(2,801)	2.93
Forfeited	(236)	13.85
Outstanding at December 31, 2022	11,606	$	5.93
Granted	6,184	6.30
Vested	(4,811)	5.76
Forfeited	(107)	7.47
Outstanding at December 31, 2023	12,872	$	6.70

PROVISION FOR INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

Income Taxes

Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

U.S. and foreign components of income (loss) before income taxes were (in thousands):


	Year Ended December 31,
	2023		2022
U.S. operations	$	(56,198)	$	125,500
Foreign operations	(90,270)		(75,425)
Total income (loss) before income taxes	$	(146,468)	$	50,075

The components of the provision (benefit) for income taxes are as follows (in thousands):


	Year Ended December 31,
	2023		2022
Current provision (benefit):
Federal	$	—	$	—
State	47		335
Foreign	226		154
	$	273	$	489
Deferred provision (benefit):
Federal	$	(1,149)	$	(21,666)
State	232		(1,603)
Foreign	127		(32)
	$	(790)	$	(23,301)
Total	$	(517)	$	(22,812)

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows:


	Year Ended December 31,
	2023		2022
Provision computed at Federal statutory rate	21.0	%	21.0	%
Change in valuation allowance	(19.0)	%	15.6	%
Return to provision adjustments	—	%	(7.6)	%
Foreign income tax rate and benefit	7.7	%	(18.8)	%
Effect of permanent differences	(0.1)	%	0.2	%
Non deductible executive compensation	(2.3)	%	3.9	%
Non deductible expenses - mark to market liabilities	(4.8)	%	(72.8)	%
Stock based compensation	0.3	%	8.9	%
State tax, net of federal	(2.7)	%	3.3	%
Other	0.2	%	0.7	%
Total	0.3	%	(45.6)	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. At December 31, 2023 and 2022, deferred tax assets and liabilities consisted of the following (in thousands):


	December 31,
	2023		2022
Deferred tax assets:
Net operating loss carryforwards	$	59,953	$	50,084
Benefit of tax credit carry-forwards	207		208
Start up costs	1,262		1,457
Capitalized software	11,629		2,029
Stock compensation	9,005		6,625
Lease Liabilities	1,602		—
Other	2,315		1,654
Valuation allowance	(66,663)		(40,177)
	$	19,310	$	21,880
Deferred tax liabilities:
Right of Use Asset	(1,528)		—
Depreciation	$	(178)	$	(231)
Intangibles	(18,644)		(23,473)
	$	(20,350)	$	(23,704)
Net deferred tax balance	$	(1,040)	$	(1,824)

During the fiscal years ended December 31, 2023 and 2022, the valuation allowance increased by $26.5 million and $7.8 million, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.

The Company has approximately $165.0 million and $146.9 million of federal net operating loss (“NOL”) carryforwards and approximately $0.2 million and $4.6 million of tax-effected state NOL carryforwards as of December 31, 2023 and 2022, respectively, expiring in varying amounts through 2038, with the exception Federal NOLs arising from the years ended after December 31, 2017 that may be carried forward indefinitely. Realization of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and these NOLs could also potentially be subject to usage limitations to the extent there are future changes in the Company’s ownership. As of December 31, 2023, the Company had a full valuation allowance on its net deferred tax assets. As a result of the 2022 acquisition of GeneSiC Semiconductor Inc. (see Note 17, Business Combinations), during 2022, the Company released $20.5 million of its U.S. federal valuation allowance. The release was primarily attributable to the $23.1 million of net federal deferred tax liability recorded on GeneSiC’s opening balance sheets that is available to offset most of the U.S. federal deferred tax assets of Navitas. As of December 31, 2023, the Company continues to maintain a valuation allowance on the remaining deferred tax assets as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized. The Company also has foreign net operating loss carry forwards of $199.7 million and $111.9 million

as of December 31, 2023 and 2022, respectively. Of the foreign NOLs, $198.6 million are in Ireland and the deferred tax asset has a full valuation allowance as a result of the historical losses in the country.

The Company had no unrecognized tax benefits for the years ended December 31, 2023 or December 31, 2022. The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses. No such interest and penalties were recognized during the years ended December 31, 2023 and 2022. The Company is treated as a corporation for U.S. federal income tax purposes and is a tax resident in both Ireland and the United States.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

WARRANT LIABILITY (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 04, 2022 $ / shares shares	Oct. 19, 2021 d $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Feb. 22, 2022 d $ / shares	Feb. 03, 2022 USD ($)	Dec. 02, 2020 $ / shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			0	0
Initial fair value \| $						$ 81,400
Gain from change in fair value of warrants \| $			$ 0	$ 51,763
The Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	377,187	13,100,000
Warrants exercised (in shares)	12,722,773
Warrant exercisable after IPO, period		12 months
Warrant exercise period		5 years
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	12,704,988
Redemption, minimum price (in dollars per share) \| $ / shares	$ 38
The Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares	$ 11.50				$ 10.33		$ 0.10
Warrants exercised (in shares)	3,333,650
Volume weighted average price trading days \| d					10
Redemption conversion ratio					0.261
Warrants exercised, cash basis (in shares)	17,785
Warrants exercised, cashless basis (in shares)	3,315,865
The Warrants \| Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Volume weighted average price trading days \| d		10
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		8,433,333
Public Warrants \| Redemption Option One
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| Redemption Option Two
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| Redemption Option Three
Class of Warrant or Right [Line Items]
Written notice of redemption, period		3 days
Public Warrants \| LOKB
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		8,433,333
Public Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		8,433,333
Number of shares exercisable under warrants (in shares)		1
Public Warrants \| Common Class A \| Redemption Option One
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.01
Written notice of redemption, period		30 days
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 18.00
Redemption, threshold trading days \| d		20
Redemption, threshold consecutive trading days \| d		30
Public Warrants \| Common Class A \| Redemption Option Two
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.10
Written notice of redemption, period		30 days
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 10.00
Redemption, threshold trading days \| d		20
Redemption, threshold consecutive trading days \| d		30
Public Warrants \| Common Class A \| Redemption Option Three
Class of Warrant or Right [Line Items]
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 0.10
Reported closing price of Common Stock (in dollar per share) \| $ / shares		$ 18.00
Redemption, threshold trading days \| d		20
Redemption, threshold consecutive trading days \| d		30
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)		4,666,667
Warrants exercised (in shares)		4,666,667
Private Placement Warrants \| Common Class A
Class of Warrant or Right [Line Items]
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50
Private Placement Warrants \| Class A Ordinary Shares
Class of Warrant or Right [Line Items]
Number of shares exercisable under warrants (in shares)		1
Warrants, exercisable price (in dollars per share) \| $ / shares		$ 11.50

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Significant Accounting Policies and Estimates

Segment Reporting

The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in mobile device and other markets. The Company’s Chief Operating Decision Maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

Revenue Recognition

The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component.

The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company

considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered. The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

The majority of sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse.

Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustments have been insignificant.

The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve.

Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s consolidated balance sheets.

The opening and closing balances of our receivables and contract liabilities from our contracts with customers are as follows (in thousands):


	January 1, 2022		December 31, 2022		December 31, 2023
Accounts receivable, net	$	8,263	$	9,127	$	25,858
Deferred revenue	$	29	$	486	$	10,953

Business Combinations

We account for business combinations using the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations”. The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill.

The determination of estimated fair value requires us to make significant estimates and assumptions. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill.

Transaction costs associated with business combinations are expensed as they are incurred.

Valuation of Contingent Consideration Resulting from a Business Combination

In connection with certain acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified milestone events. We record contingent consideration resulting from a business combination at its fair value on the acquisition date. Each quarter thereafter, we revalue these obligations and record increases or decreases in their fair value within our Statement of Operations until such time as the specified milestone achievement period is complete.

Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may differ from estimates.

Inventory

Inventory (which consist of costs associated with the purchases of wafers from foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired are reduced to their net realizable values.

Stock-based compensation

The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards. The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards. The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method.

The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model. The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations.

The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award.

The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with a term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur.

The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.

Income Taxes

Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes.

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position.

The Company has no unrecognized tax benefits at December 31, 2023 and 2022. The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued interest and penalties at December 31, 2023 and 2022.

Accounts receivable

Accounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts. As of December 31, 2023 and 2022, all receivables were considered collectible.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities;

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and

Level 3: Unobservable inputs reflecting the Company’s own assumptions.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments and earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date. The Earnout shares were valued using a Monte Carlo analysis. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities. There were no outstanding warrants as of December 31, 2023, and December 31, 2022.

Intangible Assets

Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired. The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other. The Company assesses possible impairments to goodwill at least annually, or more frequently when events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value.

Cash and Cash Equivalents

The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.

Foreign Currency Risk and Foreign Currency Translation

As of December 31, 2023, the Company’s primary transactional currency was U.S. Dollars. Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company realized a foreign currency transaction net loss of $0.4 million and $0.1 million in 2023 and 2022, respectively.

The functional currencies of the Company’s non-U.S. subsidiaries are the U.S. Dollar. Accordingly, all monetary assets and liabilities are translated into U.S. Dollars at the current exchange rates as of the applicable balance sheet date.

Non-monetary assets and liabilities into U.S. Dollars at the applicable historical rates. Revenues and expenses are translated at either the average exchange rate prevailing during the period or historical rates as applicable.

Advertising

Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred. They are not material in 2023 and $0.1 million in 2022.

Research and Development

Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services. These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.

Recently Adopted Accounting Standards

Credit Losses

In June 2016, the Financial Accounting Standards Board (“FASB”) amended guidance related to impairment of financial instruments as part of Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. This ASU was effective for the Company beginning in 2023. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

We pool financial assets based on their risk characteristics, which include class of customer, geographic location of the customer, contractual life of the financial asset, and age of the open receivable balance. The allowance for credit losses pool is estimated based on historical credit loss rates adjusted for management’s reasonable and supportable expectations of future economic conditions, which consider macroeconomic, industry and market trends that could impact future credit loss rates. Additions to the allowance are charged to general and administrative expenses in the consolidated statements of operations. Accounts receivables are written off against the allowance when the probability of collection of an account balance is deemed remote.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, titled Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted. While we are currently assessing the impact of this standard, we anticipate it will result in disclosure changes only.

BUSINESS COMBINATIONS - Narrative (Details) shares in Thousands, $ in Thousands					1 Months Ended	12 Months Ended		18 Months Ended
	Jun. 30, 2023 USD ($)	Aug. 15, 2022 USD ($)	Jun. 10, 2022 USD ($) shares	Aug. 25, 2021	Jun. 30, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Goodwill						$ 163,215	$ 161,527	$ 163,215
Additions to intangible assets						4,299	112,309
Purchase price adjustment						1,688
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche One
Business Acquisition [Line Items]
Award vesting period				3 years
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Two
Business Acquisition [Line Items]
Award vesting period				6 months
VDDTech
Business Acquisition [Line Items]
Total			$ 1,900		$ 1,900
Goodwill					1,200
Additions to intangible assets								1,200
VDDTech \| Developed Technology \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired			0.18
VDDTech \| Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche One
Business Acquisition [Line Items]
Options issued (in shares) \| shares			113
Award vesting period			4 years
VDDTech \| Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Two
Business Acquisition [Line Items]
Options issued (in shares) \| shares			151
Award vesting period			3 years
GeneSiC
Business Acquisition [Line Items]
Total		$ 244,030			$ 246,200
Goodwill		157,699
Additions to intangible assets		$ 110,100
Percentage of voting interests acquired		100.00%
Equity consideration at closing		$ 146,314
Purchase price, cash		97,116
Possible earn-out payments		25,000				25,000		$ 25,000
Adjustment for return liability		1,700
Accounts payable and other accrued expenses	$ 1,700
Purchase price adjustment	$ 1,700
Business combination, provisional information, initial accounting incomplete, cumulative adjustment						$ 1,600
Transaction costs							$ 5,900
GeneSiC \| Developed Technology
Business Acquisition [Line Items]
Additions to intangible assets		$ 49,100
GeneSiC \| Developed Technology \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired		0.15
GeneSiC \| Customer Relationships
Business Acquisition [Line Items]
Additions to intangible assets		$ 24,300
GeneSiC \| Customer Relationships \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired		0.16
GeneSiC \| Trademarks and Trade Names \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired		0.01
GeneSiC \| Patents [Member] \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired		0.05
GeneSiC \| Non-Competition Agreements
Business Acquisition [Line Items]
Additions to intangible assets		$ 1,900
GeneSiC \| Non-Competition Agreements \| Measurement Input, Discount Rate \| Level 3 \| Valuation, Income Approach
Business Acquisition [Line Items]
Measurement input of intangible assets acquired		0.16
GeneSiC \| Estimate of Fair Value Measurement
Business Acquisition [Line Items]
Possible earn-out payments		$ 600

SHARE BASED COMPENSATION - Summary of Restricted Stock (Details) - Restricted Stock Unit Awards - $ / shares		12 Months Ended
	Aug. 25, 2021	Dec. 31, 2023	Dec. 31, 2022
Shares (in thousands)
Outstanding balance at the beginning (in shares)		11,606,000	4,525,000
Granted (in shares)	4,135,000	6,184,000	10,118,000
Vested (in shares)		(4,811,000)	(2,801,000)
Forfeited or expired (in shares)		(107,000)	(236,000)
Outstanding balance at the end (in shares)		12,872,000	11,606,000
Weighted Average Grant Date Fair Value Per Share
Balance at the beginning (in dollars per share)		$ 5.93	$ 9.62
Granted (in dollars per share)		6.30	7.71
Vested (in dollars per share)		5.76	2.93
Forfeited or expired (in dollars per share)		7.47	13.85
Balance at the end (in dollars per share)		$ 6.70	$ 5.93

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

12 Months Ended

Dec. 31, 2023

Risks and Uncertainties [Abstract]

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

Customer Concentration

A majority of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues (in thousands):


	Year Ended December 31,
Customer	2023		2022
Distributor A	45	%	*
Distributor B	*		21	%
Distributor C	*		16	%
Distributor D	*		14	%
Distributor E	*		12	%

*Total customer net revenues was less than 10% of total net revenues.

Revenues by Geographic Area

The Company considers the domicile of its end customers, rather than the distributors it sells to directly, to be the basis for attributing revenues from external customers to individual countries. Revenues for the twelve months ended December 31, 2023 and 2022, were attributable to end customers in the following countries:


	Year Ended December 31,
Country	2023		2022
China	62	%	38	%
Europe*	17	%	32	%
United States	13	%	24	%
Asia excluding China	8	%	5	%
All others	—	%	1	%
Total	100	%	100	%

*Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consisted principally of cash, cash equivalents and trade receivables. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. The Company has not experienced any losses on cash or cash equivalents held at financial institutions. The Company does not have any off-balance-sheet credit exposure related to its customers.

The following customers represented 10% or more of the Company’s accounts receivable:


	As of December 31,
Customer	2023		2022
Distributor A	77	%	*
Distributor B	*		25	%
Distributor C	*		19	%

*Total customer accounts receivable was less than 10% of total net accounts receivable.

Concentration of Supplier Risk

The Company currently relies on a single foundry to produce wafers for GaN ICs and a separate single foundry to produce SiC MOSFETs. Loss of the relationship with either of these suppliers could have a substantial negative effect on the Company. Additionally, the Company relies on a limited number of third-party subcontractors and suppliers for testing, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, including due to the COVID-19 pandemic or natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. A significant amount of the Company’s third-party subcontractors and suppliers, including the third-party foundry that supplies wafers for GaN ICs, are located in Taiwan. A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Notes Receivable The Company had outstanding interest-bearing notes receivable from an employee. The notes had various maturity dates through May 1, 2023 and bore interest at rates ranging from 1% to 2.76%. As of December 31, 2022, Note 1 has been forgiven for a loss of $0.1 million and Note 2 has been paid off in the amount of $0.1 million. The Company did not recognize significant interest income from the notes for the fiscal years ended December 31, 2023 or 2022. Joint Venture In 2021, Navitas entered into a silicon control IC joint venture with Halo Microelectronics Co., Ltd. (“Halo”), a manufacturer of power management ICs, to develop products and technology relating to AC/DC converters. Navitas’ initial contribution to the joint venture was the commitment to sell its GaN integrated circuit die at prices representing cost plus insignificant handling fees, in exchange for a minority interest, with the right to acquire the balance of the joint venture based on the future results of the venture (among other rights and obligations). On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S. affiliate for a total purchase price of $22.4 million in Navitas stock. Total related party revenues recognized by the Company as a result of arrangements with its joint venture were $0.0 million for year ended December 31, 2023, and $0.7 million and for the year ended December 31, 2022, respectively, and are included in Net Revenues in the Condensed Consolidated Statements of Operations. See Note 18, Noncontrolling Interest, for more information. Related Party License Revenue During the second quarter of 2022, Navitas entered into a Patent License Agreement with an entity under common control with the Company’s partner in the joint venture described above. In consideration of the license rights granted, the Company recorded license fee revenue of $0.9 million during the fiscal year ended December 31, 2022. Such amounts are included in Net Revenues in the Consolidated Statement of Operations. There was no license fee revenue during the fiscal year ended December 31, 2023. Related Party Investment During the third quarter of 2022, Navitas made a $1.5 million investment in preferred interests of an entity under common control with the Company’s partner in the joint venture described above (“Related Party Investment”). During the first quarter of 2023 the Company made an additional investment of $1.0 million in the entity. The Related Party Investment was $2.5 million and $1.5 million as of December 31, 2023 and December 31, 2022, respectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets. The Related Party Investment is accounted for as an equity investment under ASC 321 Investments - Equity Securities. In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Related Party Advance During the third quarter of 2022, Navitas made a $1.0 million advance to its partner in the joint venture described above in order to facilitate orders of raw materials. There was no outstanding amount as of December 31, 2023. Related Party Lease The Company leases certain property from an entity that it is owned by an executive of the Company, which expired in September 2023 and is now a month to month lease. Rental payments in relation to this lease was $0.1 million and $36 thousand for the years ended December 31, 2023 and December 31, 2022, respectively. These payments were made at standard market rates in the ordinary course of business. The Company leases certain property from the family member of a senior executive of the Company, which expires in March 2024. During the year 2023, the Company paid an immaterial amount in rental payments in relation to this lease. These payments were made at standard market rates in the ordinary course of business. The total rent obligation as of December 31, 2023 was $11 thousand through March 31, 2024.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 14,057	$ 9,520
Accumulated depreciation	(4,903)	(2,988)
Total	9,154	6,532
Depreciation	2,160	980
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 244	215
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Computers and other equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 10,339	7,251
Computers and other equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Computers and other equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,360	2,054
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Construction in Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,114	$ 0

SHARE BASED COMPENSATION - Schedule of Valuation Assumption (Details) - $ / shares			12 Months Ended
	Aug. 15, 2022	Dec. 29, 2021	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield			0.00%
LTIP Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	2.82%	1.47%
Expected volatility rates	68.48%	67.33%
Expected dividend yield	0.00%	0.00%
Cost of equity (for derived service period)	14.64%	11.77%
Weighted-average fair value of warrants granted (in dollars per share)	$ 2.89	$ 9.14

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SHARE BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

SHARE BASED COMPENSATION

Equity Incentive Plans

The 2020 Equity Incentive Plan (“2020 Plan”) provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, and other stock awards to employees, directors and consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.

Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below).

The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of December 31, 2023, the Company has issued 9,750,000 non-statutory stock options under the 2021 Plan.

Stock-Based Compensation

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.

The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2023 and 2022:


	Years Ended December 31,
(In thousands)	2023		2022
Research and development	$	26,806	$	19,853
Selling, general and administrative	27,222		43,435
Total stock-based compensation expense	$	54,028	$	63,288

Stock Options

Generally, stock options granted under the Plans have ten year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable.

The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model. The Company did not grant any stock option awards during the years ended December 31, 2023 or 2022, except as discussed below under Long-term Incentive Plan Stock Options.

A summary of stock options outstanding as of December 31, 2023, and activity during the two years then ended, is presented below:


Stock Options	Shares (In thousands)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (In years)
Outstanding at December 31, 2021	11,253	$	0.51	6.8
Exercised	(4,356)	0.39
Forfeited or expired	(122)	0.97
Outstanding at December 31, 2022	6,775	$	0.59	6.2
Exercised	(3,899)	0.49
Forfeited or expired	(219)	1.06
Outstanding at December 31, 2023	2,657	$	0.72	5.7
Vested and exercisable at December 31, 2023	2,314	$	0.67	5.5

During the years ended both December 31, 2023 and 2022, the Company recognized $0.5 million of stock-based compensation expense for the vesting of outstanding stock options, excluding $7.9 million and $6.0 million, respectively, related to the LTIP Options described below. At December 31, 2023, unrecognized compensation cost related to unvested options totaled $0.1 million. The weighted-average period over which this remaining compensation cost will be recognized is 0.6 years.

Long-term Incentive Plan Stock Options

The Company awarded a total of 6,500,000 performance stock options (“2021 LTIP Options”) to certain members of senior management on December 29, 2021, pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $8.13 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios. The weighted average contractual period remaining is 8.0 years. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions:


Risk-free interest rate	1.47	%
Expected volatility rates	67.33	%
Expected dividend yield	—
Cost of equity (for derived service period)	11.77	%
Weighted-average grant date fair value of options	$9.14

In connection with the “2021 LTIP Options”, the Company recognized $6.9 million and $5.7 million of stock-based compensation expense for the years ended December 31, 2023, and 2022 respectively. The unrecognized compensation expense related to these 2021 LTIP Options is $46.9 million as of December 31, 2023, and compensation expense will be recognized over 2.4 years.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $10.00 per share and the average fair value on the grant date was $2.51. The weighted average contractual period remaining is 8.6 years. The Black-Scholes model and a Monte Carlo simulation incorporated 100,000 scenarios. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023.The valuation model utilized the following assumptions:


Risk-free interest rates	2.82	%
Expected volatility rates	68.48	%
Expected dividend yield	—
Cost of equity (for derived service period)	14.64	%
Weighted-average grant date fair value of options	$2.89

In connection with 2022 LTIP Options, the Company recognized $1.1 million and $0.4 million of stock-based compensation expense for the years ended December 31, 2023 and 2022, respectively. The unrecognized compensation expense related to the 2022 LTIP Options is $7.9 million as of December 31, 2023, and compensation expense will be recognized over 3.0 years.

Restricted Stock Units

On August 25, 2021, the Company granted an aggregate of 4,135,000 RSUs under the 2020 Plan to certain members of senior management pursuant to restricted stock unit agreements (collectively, the “RSU Agreements”). Each RSU represents the right to receive one share of common stock of the Company, subject to the vesting and other terms and conditions set forth in the RSU Agreements and the 2020 Plan. Up to 3,500,000 of these RSU awards vest in three equal installments over a three-year period subject to the occurrence of an IPO (which includes the Business Combination) and certain valuation targets, subject to an accelerated vesting schedule based on the satisfaction of certain stock price targets. Up to 500,000 RSUs vest on the six-month anniversary of the grant date, subject to the occurrence of an IPO and certain valuation targets. Up to 52,500 RSUs vest upon the occurrence of an IPO, while the remaining 82,500 RSUs vest as specified by an RSU Agreement over a period of approximately three years. As of October 19, 2021, the IPO performance condition had been met.

The Company regularly grants RSUs to employees as a component of their compensation. A summary of RSUs outstanding as of December 31, 2023, and activity during the year then ended, is presented below:


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2021	4,525	$	9.62
Granted	10,118	7.71
Vested	(2,801)	2.93
Forfeited	(236)	13.85
Outstanding at December 31, 2022	11,606	$	5.93
Granted	6,184	6.30
Vested	(4,811)	5.76
Forfeited	(107)	7.47
Outstanding at December 31, 2023	12,872	$	6.70

During the years ended December 31, 2023 and 2022, the Company recognized $31.5 million and $41.9 million, respectively, of stock-based compensation expense for the vesting of RSUs. At December 31, 2023, unrecognized compensation cost related to unvested RSU awards totaled $71.2 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.4 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $7.9 million related to fiscal year 2023 (included in accrued compensation expense liability on the balance sheet), by issuing a variable number of fully-vested restricted stock units to its employees in 2023. Based on the closing share price of the Company’s Class A Common Stock of $8.07 on December 31, 2023, approximately 976,723 shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

2022 Employee Stock Purchase Plan

In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval. The 2022 ESPP was approved by stockholders at the Company’s annual stockholders meeting held November 10, 2022. The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP.

Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85% of the fair value at the time of offering or 85% of the fair value at the time of purchase, generally over a six-month period. The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023. For the year ended December 31, 2023, employees who elected to participate in the ESPP purchased 257,963 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $1.3 million. The purchase price was $4.96, which was 15% of the fair market value in August 2023. As of December 31, 2023 the Company had 2,742,037 remaining authorized shares available for purchase. As the plan was adopted in 2023, there were no shares issued as of December 31, 2022. During the year ended December 31, 2023 and 2022, the Company recognized $1.2 million and $0.0 million of stock-based compensation expense for the ESPP, respectively.

Other Share Awards

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 16, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $4.5 million. Such amount has been recognized as stock-based compensation expense during the year ended December 31, 2023.

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years, respectively. These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718. The Company recognized $0.9 million and $0.1 million of stock-based compensation expense related to the vesting of these shares during the year ended December 31, 2023 and 2022, respectively.

Unvested Earnout Shares

A portion of the earnout shares may be issued to individuals with unvested equity awards. While the release of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19.1 million (or $11.52 per share). During the year ended December 31, 2023, the Company recognized $0.3 million of stock-based compensation expense for the vesting of earnout shares. As of the beginning of the second quarter of fiscal year 2023, these earnout shares had fully vested. At December 31, 2023, there was no remaining compensation cost related to unvested earnout shares. During the year ended December 31, 2022, the Company recognized $11.9 million of stock-based compensation expense for the vesting of earnout shares. Refer to Note 10, Earnout Liability.

PROVISION FOR INCOME TAXES - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 59,953	$ 50,084
Benefit of tax credit carry-forwards	207	208
Start up costs	1,262	1,457
Capitalized software	11,629	2,029
Stock compensation	9,005	6,625
Lease Liabilities	1,602	0
Other	2,315	1,654
Valuation allowance	(66,663)	(40,177)
Deferred tax assets	19,310	21,880
Deferred tax liabilities:
Right of Use Asset	(1,528)	0
Depreciation	(178)	(231)
Intangibles	(18,644)	(23,473)
Deferred tax liabilities	(20,350)	(23,704)
Net deferred tax balance	$ (1,040)	$ (1,824)

SHARE BASED COMPENSATION - Equity Incentive Plans - Narrative (Details)			12 Months Ended
	Oct. 19, 2021 shares	Aug. 05, 2020 shares	Dec. 31, 2023 shares	Aug. 17, 2021 shares
2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)		18,899,285
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)				16,334,527
Options issued (in shares)			9,750,000
Shares of common stock subject to awards forfeited, expire or lapse (in shares)				15,802,050
Shares of common stock outstanding, percentage				4.00%
Stock options potentially exercisable for common shares \| 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		48 months
Options expiration period			10 years
Options issued (in shares)	11,276,706
Stock options potentially exercisable for common shares \| 2020 Equity Incentive Plan \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting ratio			0.25
Stock options potentially exercisable for common shares \| 2020 Equity Incentive Plan \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting ratio			0.02
Dilutive shares excluded \| 2020 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options issued (in shares)	4,525,344

EARNOUT LIABILITY - Narrative (Details)		12 Months Ended
EARNOUT LIABILITY - Narrative (Details)	Oct. 19, 2021 d $ / shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)	Aug. 15, 2022 USD ($)
Class of Warrant or Right [Line Items]
Number of earnout shares eligible to receive (in shares) \| shares		3,333,333
EARNOUT LIABILITY		$ 46,852,000	$ 13,064,000
Gain (loss) from change in fair value of earnout liabilities		(33,788,000)	121,709,000
Estimate of Fair Value Measurement
Class of Warrant or Right [Line Items]
EARNOUT LIABILITY		46,900,000	13,100,000
Gain (loss) from change in fair value of earnout liabilities		(33,800,000)	121,700,000
GeneSiC
Class of Warrant or Right [Line Items]
EARNOUT LIABILITY		0	$ 600,000
Possible earn-out payments		$ 25,000,000		$ 25,000,000
GeneSiC \| Estimate of Fair Value Measurement
Class of Warrant or Right [Line Items]
Possible earn-out payments				$ 600,000
GeneSiC \| Measurement Input, Risk Free Interest Rate
Class of Warrant or Right [Line Items]
Business combination, liability, measurement input		0.031
GeneSiC \| Measurement Input, Option Volatility
Class of Warrant or Right [Line Items]
Business combination, liability, measurement input		0.999
Common Class A
Class of Warrant or Right [Line Items]
Earnout shares received in transaction (in shares) \| shares		10,000,000
Earnout liability \| Common Class A
Class of Warrant or Right [Line Items]
Trading days \| d	20
Consecutive trading days \| d	30
Earnout liability \| Common Class A \| Triggering Event 1
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	$ 12.50
Earnout liability \| Common Class A \| Triggering Event 2
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	17.00
Earnout liability \| Common Class A \| Triggering Event 3
Class of Warrant or Right [Line Items]
Stock price trigger (in dollars per share) \| $ / shares	$ 20.00

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Postemployment Benefits [Abstract]
Matching contributions	$ 0.6	$ 0.5

EARNOUT LIABILITY (Tables)

12 Months Ended

Dec. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Fair Value of Warrants

The valuation model utilized the following assumptions:


	December 31, 2023		December 31, 2022
Risk-free interest rate	4.05	%	4.13	%
Equity volatility rate	70	%	65	%

LEASES - Operating Lease Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Cash paid for operating lease liabilities	$ 1,919	$ 1,166
Operating lease cost	2,036	1,610
Non-cash right-of-use assets obtained in exchange for new operating lease obligations	$ 3,230	$ 5,883
Weighted-average remaining lease term	4 years 10 months 17 days	5 years 4 months 28 days
Minimum
Lessee, Lease, Description [Line Items]
Weight-average discount rate	3.50%	4.25%
Maximum
Lessee, Lease, Description [Line Items]
Weight-average discount rate	9.30%	5.50%

EMPLOYEE BENEFIT PLAN	12 Months Ended
EMPLOYEE BENEFIT PLAN	Dec. 31, 2023
Postemployment Benefits [Abstract]
EMPLOYEE BENEFIT PLAN	EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. For the fiscal years ended December 31, 2023 and 2022, the Company made $0.6 million and $0.5 million, respectively, in matching contributions to the 401(k) plan.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 152,839	$ 110,337
Accounts receivable, net	25,858	9,127
Inventories	23,166	19,061
Prepaid expenses and other current assets	6,619	3,623
Total current assets	208,482	142,148
PROPERTY AND EQUIPMENT, net	9,154	6,532
OPERATING LEASE RIGHT OF USE ASSETS	8,268	6,381
INTANGIBLE ASSETS, net	91,099	105,620
GOODWILL	163,215	161,527
OTHER ASSETS	5,328	3,054
Total assets	485,546	425,262
CURRENT LIABILITIES:
Accounts payable and other accrued expenses	26,637	14,653
Accrued compensation expenses	10,902	3,907
Operating lease liabilities, current	1,892	1,305
Deferred revenue	10,953	486
Total current liabilities	50,384	20,351
OPERATING LEASE LIABILITIES NONCURRENT	6,653	5,263
EARNOUT LIABILITY	46,852	13,064
DEFERRED TAX LIABILITIES	1,040	1,824
Total liabilities	104,929	40,502
COMMITMENTS AND CONTINGENCIES (Note 14)
STOCKHOLDERS’ EQUITY:
Common stock, $0.0001 par value, 750,000,000 shares authorized as of December 31, 2023 and 2022, 179,196,418 and 153,628,838 shares issued and outstanding at December 31, 2023 and 2022, respectively	21	18
Additional paid-in capital	680,790	535,875
Accumulated other comprehensive loss	(7)	(7)
Accumulated deficit	(300,187)	(154,754)
Total stockholders’ equity of Navitas Semiconductor Corporation	380,617	381,132
Noncontrolling interest	0	3,628
Total stockholders’ equity	380,617	384,760
Total liabilities and stockholders' equity	$ 485,546	$ 425,262

COVER PAGE - USD ($)	12 Months Ended
COVER PAGE - USD ($)	Dec. 31, 2023	Feb. 27, 2024	Jun. 30, 2023
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39755
Entity Registrant Name	Navitas Semiconductor Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2560226
Entity Address, Address Line One	3520 Challenger Street
Entity Address, City or Town	Torrance,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90503-1640
City Area Code	844
Local Phone Number	654-2642
Title of 12(b) Security	Class A Common Stock,par value $0.0001 per share
Trading Symbol	NVTS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction Flag	false
Entity Shell Company	false
Entity Public Float			$ 1,219,930,904
Documents Incorporated by Reference	Portions of the registrant’s proxy statement for the 2024 annual meeting of stockholders are incorporated into Part III herein.
Amendment Flag	false
Entity Central Index Key	0001821769
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Common Class A
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		179,253,182
Common Class B
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		0

NET INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A summary of the net income (loss) per share calculation is as follows (in thousands, except per share amounts):


	Year Ended December 31,
	2023	2022
Weighted-average common shares - basic common stock	168,927	133,668
Stock options and other dilutive awards	—	12,075
Weighted-average common shares - diluted common stock	168,927	145,743

Shares excluded from diluted weighted-average shares: ¹
Dilutive shares excluded ²	9,809	—
Earnout shares (potentially issuable common shares)	10,000	10,000
Unvested restricted stock units and restricted stock awards	250	376
Stock options potentially exercisable for common shares	9,750	9,750
Shares excluded from diluted weighted average shares	29,809	20,126

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested shares, and earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the fiscal year ended December 31, 2023.

² We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive.

BUSINESS COMBINATIONS - Pro Forma Information (Details) - GeneSiC $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Business Acquisition [Line Items]
Revenue \| $	$ 48,615
Net income (loss) \| $	$ 72,279
Basic net income (loss) per share (in dollars per share) \| $ / shares	$ 0.54
Diluted net income (loss) per share (in dollars per share) \| $ / shares	$ 0.50

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The accounting guidance on fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The short-term nature of the Company’s cash and cash equivalents, accounts receivable, debt and current liabilities causes each of their carrying values to approximate fair value for all periods presented. Cash equivalents classified as Level 1 instruments was $139.0 million for December 31, 2023 and not material for 2022.

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2023 (in thousands):


	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	46,852	$	46,852

Total	$	—	$	—	$	46,852	$	46,852

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2022:


	Level 1		Level 2		Level 3		Total
Liabilities:
Earnout liability	$	—	$	—	$	13,064	$	13,064

Total	$	—	$	—	$	13,064	$	13,064

The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2023 and 2022.


	Fair Value Measurements Using Significant Unobservable Inputs
Balance at December 31, 2022	$	13,064
Fair value adjustment	33,788
Balance at Balance at December 31, 2023	$	46,852

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

GOODWILL AND INTANGIBLES - Schedule of Future Amortization Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 18,926,000
2025	18,645,000
2026	14,042,000
2027	5,336,000
2028	4,690,000
Thereafter	28,301,000
Net Book Value	89,940,000
Impairment charges	$ 0	$ 0

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Accounting	Basis of Consolidation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Consolidation	The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Segment Reporting	Segment Reporting The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in mobile device and other markets. The Company’s Chief Operating Decision Maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.
Revenue Recognition	Revenue Recognition The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered. The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. The majority of sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse. Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustments have been insignificant. The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve. Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s consolidated balance sheets.
Business Combinations/Valuation of Contingent Consideration Resulting from a Business Combination	Business Combinations We account for business combinations using the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations”. The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. The determination of estimated fair value requires us to make significant estimates and assumptions. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill. Transaction costs associated with business combinations are expensed as they are incurred. Valuation of Contingent Consideration Resulting from a Business Combination In connection with certain acquisitions, we may be required to pay future consideration that is contingent upon the achievement of specified milestone events. We record contingent consideration resulting from a business combination at its fair value on the acquisition date. Each quarter thereafter, we revalue these obligations and record increases or decreases in their fair value within our Statement of Operations until such time as the specified milestone achievement period is complete. Increases or decreases in fair value of the contingent consideration liabilities can result from updates to assumptions such as the expected timing or probability of achieving the specified milestones. Significant judgment is employed in determining these assumptions as of the acquisition date and for each subsequent period. Updates to assumptions could have a significant impact on our results of operations in any given period. Actual results may differ from estimates.
Inventory	Inventory Inventory (which consist of costs associated with the purchases of wafers from foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions. Inventory items determined to be impaired are reduced to their net realizable values.
Stock-based compensation	Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards. The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards. The fair value of restricted stock unit grants is typically determined using the Monte Carlo simulation method. The fair value of stock option awards to employees and to non-employees with service based vesting conditions is estimated using the Black-Scholes option pricing model. The value of an award is recognized as expense over the requisite service period in the consolidated statements of operations. The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award. The expected volatility of the awards is typically based on historical volatility of selected public companies within the Company’s industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with a term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur. The Company elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.
Income Taxes	Income Taxes Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position. The Company has no unrecognized tax benefits at December 31, 2023 and 2022. The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. The Company had no accrued interest and penalties at December 31, 2023 and 2022.
Accounts receivable	Accounts receivable Accounts receivable are reported as the amount management expects to collect from outstanding balances. Management performs an analysis of the current status of each individual customer account to determine the appropriate level for the allowance for doubtful accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off against the allowance for doubtful accounts. As of December 31, 2023 and 2022, all receivables were considered collectible.
Fair Value Measurements	Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures”, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and Level 3: Unobservable inputs reflecting the Company’s own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Liabilities	Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
Intangible Assets	Intangible Assets Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Goodwill	Goodwill Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired. The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other. The Company assesses possible impairments to goodwill at least annually, or more frequently when events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.
Foreign Currency Risk and Foreign Currency Translation	Foreign Currency Risk and Foreign Currency Translation As of December 31, 2023, the Company’s primary transactional currency was U.S. Dollars. Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations. The Company realized a foreign currency transaction net loss of $0.4 million and $0.1 million in 2023 and 2022, respectively. The functional currencies of the Company’s non-U.S. subsidiaries are the U.S. Dollar. Accordingly, all monetary assets and liabilities are translated into U.S. Dollars at the current exchange rates as of the applicable balance sheet date. Non-monetary assets and liabilities into U.S. Dollars at the applicable historical rates. Revenues and expenses are translated at either the average exchange rate prevailing during the period or historical rates as applicable.
Advertising	Advertising Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred.
Research and Development	Research and Development Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to contracted non-recurring engineering services. These expenses include employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards	Recently Adopted Accounting Standards Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) amended guidance related to impairment of financial instruments as part of Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. This ASU requires entities to measure the impairment of certain financial instruments, including accounts receivable, based on expected losses rather than incurred losses. This ASU was effective for the Company beginning in 2023. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. We pool financial assets based on their risk characteristics, which include class of customer, geographic location of the customer, contractual life of the financial asset, and age of the open receivable balance. The allowance for credit losses pool is estimated based on historical credit loss rates adjusted for management’s reasonable and supportable expectations of future economic conditions, which consider macroeconomic, industry and market trends that could impact future credit loss rates. Additions to the allowance are charged to general and administrative expenses in the consolidated statements of operations. Accounts receivables are written off against the allowance when the probability of collection of an account balance is deemed remote. Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, titled Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. ASU 2023-09 becomes effective for fiscal years beginning after December 15, 2024, with early adoption permitted. While we are currently assessing the impact of this standard, we anticipate it will result in disclosure changes only.

BUSINESS COMBINATIONS - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		1 Months Ended
	Aug. 15, 2022	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Purchase price allocation
Goodwill			$ 163,215	$ 161,527
GeneSiC
Business Acquisition [Line Items]
Cash consideration at closing	$ 97,116
Equity consideration at closing	146,314
Contingent earn-out	600
Total	244,030	$ 246,200
Purchase price allocation
Cash and cash equivalents	951
Accounts receivable	823
Inventory	1,539
Fixed assets	226
Other assets	5
Intangible assets	110,100
Goodwill	157,699
Total assets acquired	271,343
Liabilities assumed:
Interest bearing debt	16
Other current liabilities	2,749
Deferred tax liabilities	24,548
Total liabilities acquired	27,313
Estimated fair value of net assets acquired	$ 244,030

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	IPO	Common stock	Common stock IPO	Additional paid in capital	Additional paid in capital IPO	Accumulated deficit	Accumulated comprehensive income (loss)	Non-controlling Interest
Beginning balance, common stock (in shares) at Dec. 31, 2021			117,751,000
Beginning balance, common stock at Dec. 31, 2021	$ 65,536		$ 15		$ 294,190		$ (228,667)	$ (2)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under employee stock option and stock awards plans (in shares)			7,423,000
Issuance of common stock under employee stock option and stock award plans	3,781		$ 1		3,780
Stock-based compensation expense related to employee and non-employee stock awards	60,436				60,436
Repurchase of common stock (in shares)			(66,000)
Repurchase of common stock	(550)				(550)
Exercise of warrants (in shares)			3,318,000
Exercise of warrants	29,641				29,641
Shares issued for business acquisitions (in shares)			25,033,000
Shares issued for business acquisitions	147,380		$ 2		147,378
Shares issued for transaction fees (in shares)			170,000
Shares issued for transaction fees	1,000				1,000
Change in noncontrolling interest	4,654								4,654
Foreign currency translation adjustment	(5)							(5)
Net (loss) income	$ 72,887						73,913		(1,026)
Ending balance, common stock (in shares) at Dec. 31, 2022	153,628,838		153,629,000
Ending balance, common stock at Dec. 31, 2022	$ 384,760		$ 18		535,875		(154,754)	(7)	3,628
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under employee stock option and stock awards plans (in shares)			9,835,000
Issuance of common stock under employee stock option and stock award plans	5,904				5,904
Stock-based compensation expense related to employee and non-employee stock awards	45,043				45,043
Foreign currency translation adjustment	0
Stock issued (in shares)			4,232,000	11,500,000
Stock issued	4,399	$ 86,462		$ 3	7,509	$ 86,459			(3,110)
Net (loss) income	$ (145,951)						(145,433)		(518)
Ending balance, common stock (in shares) at Dec. 31, 2023	179,196,418		179,196,000
Ending balance, common stock at Dec. 31, 2023	$ 380,617		$ 21		$ 680,790		$ (300,187)	$ (7)	$ 0

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Furniture and fixtures	$	244	$	215
Computers and other equipment	10,339		7,251
Leasehold improvements	2,360		2,054
Construction in Progress	1,114		—
	14,057		9,520
Accumulated depreciation	(4,903)		(2,988)
Total	$	9,154	$	6,532

For the years ended December 31, 2023 and 2022, depreciation expense was $2.2 million and $1.0 million, respectively, and was determined using the straight-line method over the following estimated useful lives:


Furniture and fixtures			3 — 7 years
Computers and other equipment			2 — 5 years
Leasehold improvements			2 — 5 years

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On January 3, 2024, the Company made an additional investment of $2.5 million in preferred interests of an entity under common control with the Company’s partner in the joint venture as discussed in Note 16, Related Party Transactions. The Company’s new ownership percentage increased to 15.48%. There were no other material subsequent events as of March 6, 2024.

EARNOUT LIABILITY - Valuation Model and Assumptions (Details) - Earnout liability	Dec. 31, 2023	Dec. 31, 2022
Risk-free interest rate
Class of Warrant or Right [Line Items]
Earnout liability, measurement input	0.0405	0.0413
Equity volatility rate
Class of Warrant or Right [Line Items]
Earnout liability, measurement input	0.70	0.65

SHARE BASED COMPENSATION - Restricted Stock Units - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Aug. 25, 2021 installment shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense \| $		$ 54,028	$ 63,288
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) \| $ / shares		$ 8.07
Shares to be issued based on stock price (in shares)		976,723
Annual Bonus Plan, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Accrued bonus liabilities \| $		$ 7,900
Restricted Stock Unit Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	4,135,000	6,184,000	10,118,000
Right to receive (in shares)	1
Total stock-based compensation expense \| $		$ 31,500	$ 41,900
Unrecognized compensation expense \| $		$ 71,200
Unrecognized compensation expense, period of recognition		2 years 4 months 24 days
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards subject to vesting (in shares)	3,500,000
Installments, vesting \| installment	3
Award vesting period	3 years
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards subject to vesting (in shares)	500,000
Award vesting period	6 months
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards subject to vesting (in shares)	52,500
Restricted Stock Unit Awards \| Share-based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards subject to vesting (in shares)	82,500
Award vesting period	3 years

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents classified as Level 1 instruments	$ 139.0	$ 0.0

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Contract with Customer

The opening and closing balances of our receivables and contract liabilities from our contracts with customers are as follows (in thousands):


	January 1, 2022		December 31, 2022		December 31, 2023
Accounts receivable, net	$	8,263	$	9,127	$	25,858
Deferred revenue	$	29	$	486	$	10,953

NET INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE:

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units and restricted stock awards, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method. Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive. Restricted stock awards are eligible to receive all dividends declared on the Company’s common shares during the vesting period; however, such dividends are not paid until the restrictions lapse. The Company has no plans to declare dividends.

A summary of the net income (loss) per share calculation is as follows (in thousands, except per share amounts):


	Year Ended December 31,
	2023	2022
Weighted-average common shares - basic common stock	168,927	133,668
Stock options and other dilutive awards	—	12,075
Weighted-average common shares - diluted common stock	168,927	145,743

Shares excluded from diluted weighted-average shares: ¹
Dilutive shares excluded ²	9,809	—
Earnout shares (potentially issuable common shares)	10,000	10,000
Unvested restricted stock units and restricted stock awards	250	376
Stock options potentially exercisable for common shares	9,750	9,750
Shares excluded from diluted weighted average shares	29,809	20,126

² We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive.

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Fair Value for Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	$ 46,852	$ 13,064
Fair Value, Recurring
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	46,852	13,064
Fair Value, Recurring \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	46,852	13,064
Fair Value, Recurring \| Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	0	0
Fair Value, Recurring \| Level 1 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	0	0
Fair Value, Recurring \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	0	0
Fair Value, Recurring \| Level 2 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	0	0
Fair Value, Recurring \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Total	46,852	13,064
Fair Value, Recurring \| Level 3 \| Earnout liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earnouts, fair value	$ 46,852	$ 13,064

GOODWILL AND INTANGIBLES - Goodwill Rollforward (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill
Balance at December 31, 2022	$ 161,527
Purchase price adjustment	1,688
Balance at December 31, 2023	$ 163,215

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

INVENTORY (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Raw materials	$	7,743	$	4,314
Work-in-process	10,863		9,166
Finished goods	4,560		5,581
Total	$	23,166	$	19,061

NONCONTROLLING INTEREST (Tables)

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Schedule of Noncontrolling Interest

The carrying value of the non-controlling interest as of December 31, 2022 (in thousands):


Entity	Carrying Value of Non-Controlling Interest as of August 19, 2022		Net loss Attributable to the Non-Controlling Interest		Carrying Value of Non-Controlling Interest as of December 31, 2022
Former Joint Venture	$	4,654	$	(1,026)	$	3,628

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and equipment, net consisted of the following (in thousands):


	December 31, 2023		December 31, 2022
Furniture and fixtures	$	244	$	215
Computers and other equipment	10,339		7,251
Leasehold improvements	2,360		2,054
Construction in Progress	1,114		—
	14,057		9,520
Accumulated depreciation	(4,903)		(2,988)
Total	$	9,154	$	6,532


Furniture and fixtures			3 — 7 years
Computers and other equipment			2 — 5 years
Leasehold improvements			2 — 5 years

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES - Level 3 Reconciliation (Details) - Earnout liability - Level 3 - Fair Value, Recurring $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Measurements Using Significant Unobservable Inputs
Balance, beginning	$ 13,064
Fair value adjustment	33,788
Balance, ending	$ 46,852

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


Merger Consideration	Fair Value ( in thousands)
Cash consideration at closing	$	97,116
Equity consideration at closing	146,314
Contingent earn-out	600
Total	$	244,030
Purchase price allocation
Cash and cash equivalents	$	951
Accounts receivable	823
Inventory	1,539
Fixed assets	226
Other assets	5
Intangible assets	110,100
Goodwill	157,699
Total assets acquired	$	271,343
Liabilities assumed:
Interest bearing debt	16
Other current liabilities	2,749
Deferred tax liabilities	24,548
Total liabilities acquired	27,313
Estimated fair value of net assets acquired	$	244,030

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The fair values of the identifiable intangible assets acquired at the date of Acquisition are as follows (in thousands):

Intangible Asset

Fair Value

Amortization Method

Useful Life

Trade Names

900

Straight line

2 years

Developed Technology

49,100

Straight line

4 years

Patents

33,900

Straight line

15 years

Customer Relationships

24,300

Straight line

10 years

Non-Competition Agreements

1,900

Straight line

5 years

110,100

Schedule of Business Acquisition, Pro Forma Information


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
	Year Ended December 31,
	2022
Revenue	$	48,615
Net income (loss)	$	72,279
Basic net income (loss) per share	$	0.54
Diluted net income (loss) per share	$	0.50

SHARE BASED COMPENSATION - 2022 Employee Stock Purchase Plan - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Aug. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense		$ 54,028	$ 63,288
2022 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value at the time of offering, percent	15.00%
Weighted average price at purchase (in dollars per share)	$ 4.96
Remaining authorized shares available for purchase (in shares)		2,742,037
Options issued (in shares)			0
Total stock-based compensation expense		$ 1,200	$ 0
2022 Employee Stock Purchase Plan \| Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized shares (in shares)				3,000,000
Fair value at the time of offering, percent	85.00%
Fair value at the time of purchase, Percent	85.00%
Offering period	6 months
ESPP purchased shares (in shares)		257,963
Cash proceeds		$ 1,300

PROVISION FOR INCOME TAXES - Reconciliation of Federal Statutory Income Tax Rate to the Company's Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Provision computed at Federal statutory rate	21.00%	21.00%
Change in valuation allowance	(19.00%)	15.60%
Return to provision adjustments	0.00%	(7.60%)
Foreign income tax rate and benefit	7.70%	(18.80%)
Effect of permanent differences	(0.10%)	0.20%
Non deductible executive compensation	(2.30%)	3.90%
Non deductible expenses - mark to market liabilities	(4.80%)	(72.80%)
Stock based compensation	0.30%	8.90%
State tax, net of federal	(2.70%)	3.30%
Other	0.20%	0.70%
Total	0.30%	(45.60%)