Form 8-K

8-K — Navitas Semiconductor Corp

Accession: 0001104659-26-065731

Filed: 2026-05-22

Period: 2026-05-18

CIK: 0001821769

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2614473d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615305d1_ex10-1.htm)

GRAPHIC (tm2615305d1_8kimg001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614473d1_8k.htm · Sequence: 1

false

0001821769

2026-05-18

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 18, 2026

Navitas

Semiconductor Corporation

(Exact name of registrant

as specified in its charter)

Delaware

001-39755

85-2560226

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3520

Challenger Street, Torrance,

California

90503-1640

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone

number, including area code: (844) 654-2642

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17

CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Class

A Common Stock, par value $0.0001 per share

NVTS

The

Nasdaq Stock

Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On May 18, 2026, Navitas Semiconductor Corporation (the “Company”)

entered into a Settlement, Release and Amendment Agreement (the “Settlement Agreement”), by and between the Company and Live

Oak Sponsor Partners II, LLC (“Live Oak Sponsor”). As set forth in that certain Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of May 6, 2021, by and among the Company’s predecessor

entity (then named Live Oak Acquisition Corp. II), Live Oak Merger Sub Inc. and Navitas Semiconductor Limited, including as domesticated

in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”), the former stockholders of Legacy Navitas

and certain persons set forth in the Business Combination Agreement have the contingent right to receive up to a total of 10,000,000 shares

(the “Earnout Shares”) of the Company’s Class A common stock, par value of $0.0001 per share, from the Company

if the Company’s stock price achieves certain price targets before October 19, 2026. The Company and Live Oak Sponsor are also

parties to that certain Sponsor Letter Agreement Re: Business Combination, dated May 6, 2021 (as amended to date, the “Letter

Agreement”), which, among other things, sets forth certain agreements between the Company and Live Oak Sponsor with respect to the

vesting, forfeiture and transfer of Earnout Shares issuable to Live Oak Sponsor by the Company under certain conditions (the “Sponsor

Earnout Shares”).

As set forth in the Settlement Agreement, each of the Company and Live

Oak Sponsor agreed that the Company would effectuate the transfer of 726,225 Sponsor Earnout Shares (the “Earnout Agreement Shares”)

to Live Oak Sponsor such that these Sponsor Earnout Shares are no longer subject to vesting or forfeiture, or prohibitions on Transfer

(as defined in the Letter Agreement) by Live Oak Sponsor. The Earnout Agreement Shares are in addition to the transfer of 421,000 Sponsor

Earnout Shares that the Company and Live Oak Sponsor previously agreed had been earned by Live Oak Sponsor pursuant to the Letter Agreement

prior to the execution of the Settlement Agreement. Pursuant to the Settlement Agreement, Live Oak Sponsor forfeited 115,775 Sponsor Earnout

Shares.

Under the Settlement Agreement, the Company and Live Oak Sponsor each

agreed to (i) a general release of claims, including the claims of their respective predecessors, successors, affiliates, and assigns,

with respect to any disputes arising from or related to the Letter Agreement and (ii) certain confidentiality and non-disparagement

provisions as set forth in the Settlement Agreement. Live Oak Sponsor further agreed to indemnify, defend, and hold harmless the Company,

its predecessors, successors, affiliates, and assigns against any claims brought, initiated or commenced by any direct or indirect equityholders

of Live Oak Sponsor arising out of, relating to, or resulting from any claims released by Live Oak Sponsor under the Settlement Agreement.

The foregoing description of the terms of the Settlement Agreement

is qualified in its entirety to the actual text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and

incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Settlement, Release and Amendment Agreement, dated May 18, 2026, by and between Navitas Semiconductor Corporation and Live Oak Sponsor Partners II, LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NAVITAS SEMICONDUCTOR CORPORATION

Dated: May 22, 2026

By:

/s/ Chris Allexandre

Chris Allexandre

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615305d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

SETTLEMENT, RELEASE AND AMENDMENT AGREEMENT

This SETTLEMENT, RELEASE AND AMENDMENT AGREEMENT (this

“Agreement”), dated as of May 18, 2026 (the “Effective Date”), is entered into by and

between Navitas Semiconductor Corporation, a Delaware corporation (“Navitas”), and Live Oak Sponsor Partners II,

LLC, a Delaware limited liability company (“Live Oak Sponsor”). Navitas and Live Oak Sponsor may hereinafter be

collectively referred to for convenience as the “Parties” or each individually as a

“Party.”

RECITALS

WHEREAS, in connection with

the consummation of the transactions contemplated by that certain Business Combination Agreement and Plan of Reorganization, dated as

of May 6, 2021, entered into by and among Navitas (formerly known as Live Oak Acquisition Corp. II), Live Oak Merger Sub Inc., a

Delaware corporation, and Navitas Semiconductor Limited, a private company limited by shares organized under the laws of Ireland and domesticated

in the State of Delaware as Navitas Semiconductor Ireland, LLC, a Delaware limited liability company, the Parties entered into that certain

Sponsor Letter Agreement Re: Business Combination, dated May 6, 2021 (as amended to-date, the “Live Oak Letter Agreement”),

pursuant to which, among other things, the Parties entered into certain agreements with respect to the vesting, forfeiture and Transfer

of Sponsor Earnout Shares issued by Navitas to Live Oak Sponsor pursuant to the terms thereof (capitalized terms used but not otherwise

defined herein shall have the meanings ascribed thereto in the Live Oak Letter Agreement);

WHEREAS, on April 27,

2026, certain representatives of Live Oak Sponsor and/or its affiliates communicated to representatives of Navitas its belief that Triggering

Event I had occurred as of April 23, 2026 such that, pursuant to the terms of the Live Oak Letter Agreement, one-third (1/3) of the

Sponsor Earnout Shares (the “Tranche I Earnout Shares”) shall have vested and shall no longer be subject to forfeiture

or restrictions on Transfer as of such date, which such claim (together with any claim that Navitas has breached its obligations pursuant

to the Live Oak Letter Agreement in connection therewith) Navitas expressly denied (such dispute, the “Tranche I Earnout Shares

Dispute”);

WHEREAS, the Tranche I Earnout

Shares Dispute was resolved by the Parties prior to the execution and delivery of this Agreement and both Parties agree that the Tranche

1 Earnout Shares have vested and shall no longer be subject to forfeiture or restrictions on Transfer;

WHEREAS, subsequent to the

occurrence of the Tranche II Earnout Shares Dispute, additional disputes arose between Navitas and Live Oak Sponsor relating to (i) whether

Triggering Event II and/or Triggering Event III shall have occurred on certain dates alleged by Live Oak Sponsor such that, pursuant to

the terms of the Live Oak Letter Agreement, additional one-third (1/3) amounts of the Sponsor Earnout Shares (the “Tranche II

Earnout Shares” and the “Tranche III Earnout Shares”, respectively) shall have vested and shall no longer

be subject to forfeiture or restrictions on Transfer as of the dates of such Triggering Event II and/or Triggering Event III, and/or (ii) claims

that Navitas has breached its obligations pursuant to the Live Oak Letter Agreement in connection therewith (such disputes, together with

the Tranche I Earnout Shares Dispute, collectively, the “Disputes”);

WHEREAS, in order to avoid

the time, expense and uncertainty of further dispute resolution among the Parties, and without any admission of liability or wrongdoing,

with respect to the Tranche II Earnout Shares Dispute and the Tranche III Earnout Shares Dispute, the Parties desire to compromise, fully

and finally settle and release all claims, disputes and controversies between them arising out of or relating to the Disputes, all on

the terms and subject to the conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration

of the above Recitals, and the mutual covenants, agreements, warranties, representations, promises and undertakings set forth below, and

for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereby agree to be legally bound

as follows:

1.            Incorporation

of Recitals. The foregoing Recitals are an integral part of this Agreement and are incorporated by reference herein.

2.            Effective

Date. This Agreement shall become effective and binding upon the Parties as of the Effective Date.

3.            Acknowledgments

Regarding Resolution of Tranche I Earnout Shares Dispute. The Parties acknowledge and agree that (i) the Tranche I Earnout

Shares Dispute was resolved by the Parties prior to the execution and delivery of this Agreement and both Parties agree that the Tranche

1 Earnout Shares have vested and shall no longer be subject to forfeiture or restrictions on Transfer and (ii) prior to the Effective

Date, 421,000 shares of the Class A common stock of Navitas (the “Common Stock”), constituting all of the Tranche

I Earnout Shares, were released from their respective vesting, forfeiture and Transfer restrictions pursuant to the terms of the Live

Oak Letter Agreement such that, as of the date of release, such Tranche I Earnout Shares were no longer subject to vesting or forfeiture,

or prohibitions on Transfer, by Live Oak Sponsor. Live Oak Sponsor acknowledges receipt of such Tranche I Earnout Shares.

4.            Settlement

Agreements Regarding Resolution of Tranche II Earnout Shares Dispute and Tranche III Earnout Shares Dispute. Notwithstanding anything

otherwise set forth in the Live Oak Letter Agreement to the contrary, in consideration of the releases and covenants provided by the Parties

herein, the Parties acknowledge and agree as follows:

(a)            within

one (1) Business Day of the Effective Date, Navitas shall deliver to the transfer agent instructions to release to Live Oak Sponsor

421,000 shares of Common Stock, constituting all of the Tranche II Earnout Shares, and such Tranche II Earnout Shares shall be released

from their respective vesting, forfeiture and Transfer restrictions pursuant to the terms of the Live Oak Letter Agreement such that they

are no longer subject to vesting or forfeiture, or prohibitions on Transfer, by Live Oak Sponsor;

(b)            within

one (1) Business Day of the Effective Date, Navitas shall deliver to the transfer agent instructions to release to Live Oak Sponsor

305,225 shares of Common Stock, constituting seventy-two and one-half percent (72.5%) of the Tranche III Earnout Shares, and such Tranche

III Earnout Shares shall be released from their respective vesting, forfeiture and Transfer restrictions pursuant to the terms of the

Live Oak Letter Agreement such that they are no longer subject to vesting or forfeiture, or prohibitions on Transfer, by Live Oak Sponsor;

and

and effective as of the Effective Date, 115,775 shares of Common Stock, constituting twenty-seven and one-half percent (27.5%) of the

Tranche III Earnout Shares, shall be forfeited by Live Oak Sponsor and cancelled.

In connection with effectuating

the foregoing, each of Live Oak Sponsor and Navitas covenants and agrees to cooperate with the other Party and the transfer agent in taking

such actions, and executing and delivering such documents, that may be reasonably requested by such Party and/or the applicable transfer

agent.

To the extent the foregoing

agreements of this Section 4 are inconsistent with the terms of the Live Oak Letter Agreement, the applicable terms of the

Live Oak Letter Agreement shall be deemed amended and modified by the provisions of this Section 4, and this Agreement shall

be deemed an amendment to the Live Oak Letter Agreement for such purposes. In connection therewith, Live Oak Sponsor, on behalf of itself

and all of its affiliates and all of Live Oak Sponsor’s and such affiliates’ respective officers, directors, managers, members

and investors, waives all of its rights and remedies under and pursuant to the terms of the Live Oak Letter Agreement (as unmodified by

this Agreement) as relates to the provisions for the vesting, forfeiture and Transfer of the Tranche I Earnout Shares, the Tranche II

Earnout Shares and the Tranche III Earnout Shares.

Live Oak Sponsor acknowledges

and agrees that Navitas makes no representations regarding the tax consequences of the foregoing. Live Oak Sponsor acknowledges and agrees

that it shall be solely responsible for all federal, state and local tax consequences as a result of the foregoing. Live Oak Sponsor shall

indemnify, defend and hold harmless Navitas and the Releasees (as defined below) from and against any and all claims, liabilities or obligations

related to the tax treatment of the foregoing.

5.            General

Releases.

(a)            Live

Oak Sponsor, on behalf of itself and its predecessors, successors, parents, subsidiaries, affiliates, assigns and transferees and all

of Live Oak Sponsor’s and such predecessors’, successors’, parents’, subsidiaries’, affiliates’, assigns’

and transferees’ respective officers, directors, managers, members and investors and any other persons claiming through or on behalf

of any of them (collectively, the “Live Oak Releasors”), hereby fully, irrevocably and unconditionally forever release,

acquit and discharge Navitas and its predecessors, successors, parents, subsidiaries, affiliates, assigns and transferees, together with

all of Navitas’ and such predecessors’, successors’, parents’, subsidiaries’, affiliates’, assigns’

and transferees’ respective officers, directors, managers, equityholders, principals, partners, employees, agents, representatives

and attorneys (collectively, but excluding the Live Oak Releasors, the “Navitas Releasees”), from and against any and

al l claims, causes of action, suits, lawsuits, complaints, liens, obligations, controversies, contracts, promises, charges, penalties,

losses, debts, demands, rights, liabilities, damages, lawsuits, losses, fees (including attorneys’ fees), and costs or expenses

of any kind whatsoever (collectively, “Claims”), whether in law or in equity, including any monetary, injunctive or

declaratory relief relating thereto, or for reimbursement of attorneys’ fees, costs, and expenses, whether known or unknown, matured

or unmatured, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, from the beginning of time through

the Effective Date, including, without limitation, any and all Claims which were or could have been asserted by a Live Oak Releasor against

a Navitas Releasee arising from or related to the Disputes (collectively, the “Live Oak Released Claims”). Live Oak

Sponsor, on its own behalf and on behalf of each of the other Live Oak Releasors, hereby acknowledges and agrees that, except for the

express obligations of Navitas pursuant to this Agreement, the Navitas Releasees have no other liabilities or obligations of any kind

or nature owed to Live Oak Sponsor or any of the other Live Oak Releasors in connection with or relating to the termination of vesting,

forfeiture and Transfer restrictions on the Tranche I Earnout Shares, the Tranche II Earnout Shares and the Tranche III Earnout Shares.

This release is intended to be as broad and comprehensive as legally permissible. Notwithstanding the foregoing, nothing in this Agreement

shall be deemed to release or waive (i) any rights of Live Oak Sponsor under or pursuant to this Agreement, (ii) any Claims

that may arise after the Effective Date or (iii) any rights that cannot be waived as a matter of law. Live Oak Sponsor intends that

this release shall be complete and shall not be subject to any claims of fraud, duress, accident, mutual mistake or mistake of fact.

(b)            Navitas,

on behalf of itself and its predecessors, successors, parents, subsidiaries, affiliates, assigns and transferees and all of Navitas’

and such predecessors’, successors’, parents’, subsidiaries’, affiliates’, assigns’ and transferees’

respective officers, directors, managers, members and investors and any other persons claiming through or on behalf of any of them (collectively,

the “Navitas Releasors,” and together with the Live Oak Releasors, the “Releasors” and each, a “Releasor”

as applicable), hereby fully, irrevocably and unconditionally forever release, acquit and discharge Live Oak Sponsor and its predecessors,

successors, parents, subsidiaries, affiliates, assigns and transferees, together with all of Live Oak Sponsor’s and such predecessors’,

successors’, parents’, subsidiaries’, affiliates’, assigns’ and transferees’ respective officers,

directors, managers, equityholders, principals, partners, employees, agents, representatives and attorneys (collectively, the “Live

Oak Sponsor Releasees,” and together with the Navitas Releasees, the “Releasees” and each, a “Releasee”

as applicable), from and against any and all Claims, whether in law or in equity, including any monetary, injunctive or declaratory relief

relating thereto, or for reimbursement of attorneys’ fees, costs, and expenses, whether known or unknown, matured or unmatured,

suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, from the beginning of time through the Effective

Date, including, without limitation, any and all Claims which were or could have been asserted by a Navitas Releasor against a Live Oak

Releasee arising from or related to the Disputes (together with the Live Oak Released Claims, collectively, the “Released Claims”).

Navitas, on its own behalf and on behalf of each of the other Navitas Releasors, hereby acknowledges and agrees that, except for the express

obligations of Live Oak Sponsor pursuant to this Agreement, the Live Oak Sponsor Releasees have no other liabilities or obligations of

any kind or nature owed to Navitas or any of the other Navitas Releasors in connection with or relating to the termination of vesting,

forfeiture and Transfer restrictions on the Tranche I Earnout Shares, the Tranche II Earnout Shares and the Tranche III Earnout Shares.

This release is intended to be as broad and comprehensive as legally permissible. Notwithstanding the foregoing, nothing in this Agreement

shall be deemed to release or waive (i) any rights of Navitas under or pursuant to this Agreement, (ii) any Claims that may

arise after the Effective Date or (iii) any rights that cannot be waived as a matter of law. Navitas intends that this release shall

be complete and shall not be subject to any claims of fraud, duress, accident, mutual mistake or mistake of fact.

6.            Release

of Unknown or Unsuspected Claims (Waiver of California Civil Code Section 1542). For the purpose of implementing a

full and complete release and discharge, each of Live Oak Sponsor and Navitas, on its own behalf and on behalf of each of its other Releasors,

expressly acknowledge that the releases provided by it in this Agreement are intended to include in their effect, without limitation,

any and all Claims, including those Claims which they do not know or suspect to exist in their favor at the time of execution hereof,

which if known or suspected, could materially affect their decision to execute this Agreement. This Agreement contemplates the extinguishment

of any such Claims, and Live Oak Sponsor and Navitas hereby expressly and knowingly waive and relinquish any and all rights that they

have or might have relating to the Released Claims under California Civil Code § 1542 (and under other statutes or common law principles

of similar effect) which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Live Oak Sponsor and Navitas have had the opportunity

to be advised by legal counsel of their choice and are aware of the provisions of California Civil Code Section 1542 and expressly

waive and relinquish all rights and benefits which they had or may have had under that section, to the extent applicable, and any other

statute or common law principle of similar effect with respect to the Released Claims. Live Oak Sponsor and Navitas acknowledge that they

are aware that they may later discover facts in addition to or different from those which they now believe to be true with respect to

the subject matter of this Agreement, but that they hereby intends to fully, finally and forever settle and release all matters, known

or unknown, suspected or unsuspected, which now exist, may exist, or previously existed between, on the one hand, a Releasor, and on the

other hand, a Releasee, with respect to the matters released in this Agreement. In furtherance of such intention, the releases given in

this Agreement shall be, and shall remain, in effect as a full and complete release of the matters set forth therein, notwithstanding

the discovery or existence of any such additional or different facts.

7.            No

Commencement of Litigation. Each Party covenants and agrees to and in favor of the other Party that it will not, at any time hereafter,

directly or indirectly, commence, suggest, urge or initiate (or cause another to commence, suggest, urge or initiate), or participate

in or cooperate with respect to, any legal, legislative or regulatory proceeding against or involving any Releasee insofar as any of the

foregoing relate to the matters covered by the release set forth in Section 5 and Section 6, unless and until

requested to do so by such applicable Releasee or compelled to do so under penalty of law by the lawfully issued process of a duly constituted

legal, judicial, legislative or regulatory authority acting other than at the direct or indirect initiation, suggestion or instigation

of the party so covenanting.

8.            No

Prior Assignment of Rights. Each Party represents and warrants that (i) it owns its own Released Claims, (ii) no other

person or entity (other than such Party) has any interest in its own Released Claims, (iii) it has not sold, assigned, granted, conveyed,

transferred or purported to sell, assign, grant, convey or transfer any of its own Released Claims, or any other claim or demand against

any person or entity released hereby, and (iv) it has the sole right to settle and release its own Released Claims. Each Party further

represents and warrants that all Released Claims held by it against the Releasees of the other Party are released hereby. Each Party covenants

and agrees that it shall indemnify, defend and hold the other Party’s Releasees harmless from and against any and all losses and

expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to, directly or indirectly, any breach

by such Party of its representations and warranties in this Section 8.

9.            Indemnification

Obligations of Live Oak Sponsor. Live Oak Sponsor covenants and agrees that it shall indemnify, defend and hold the Navitas Releasees

harmless from and against any and all Claims brought, initiated or commenced by any of the direct or indirect equityholders of Live Oak

Sponsor against any of the Navitas Releasees arising out of, relating to or resulting from any of the matters released by the Live Oak

Releasors pursuant to Section 5(a) and Section 6.

10.          Representations

and Warranties. The Parties each represent, warrant and acknowledge as follows:

Party represents and warrants that it is not currently aware of any Claims against the other Party or any of such other Party’s

Releasees other than the Claims resolved herein. Additionally, each Party represents and warrants that it does not have and not filed

any complaint or commenced any legal action or proceeding against the other Party or any of the other Party’s Releasees with any

agency or court.

(d)            Each

Party represents and warrants that it (i) is unaware of any other person or entity with any perceived Claims against the other Party

or any of such other Party’s Releasees, (ii) is unaware of, and has not been informed of, any other person or entity, or attorney,

that intends to bring a Claim against the other Party or any of the other Party’s Releasees (including, without limitation, any

Claims based on the subject matter of the Disputes), (iii) has not encouraged or assisted, and will not in the future encourage or

assist, any other person or entity to consider or initiate Claims against the other Party or any Releasee of the other Party that pertains

in any manner whatsoever to the Released Claims.

(e)            Each

Party represents and warrants that it has carefully read and fully understands all of the provisions of this Agreement.

(f)             Each

Party represents and warrants that it is entering into this Agreement voluntarily, without duress or coercion.

(g)            The

Parties expressly acknowledge and agree that the representations and warranties set forth in this Section 10 are material

inducements to the other Party to enter into this Agreement.

11.          Binding

on Successors. This Agreement shall be binding on and inure to the benefit of the Parties and each of their respective successors

and permitted assigns.

12.          Opportunity

to Be Represented by Counsel. Each Party acknowledges that it has been represented by counsel of its own choice throughout all

negotiations that preceded the execution of this Agreement or has been advised of its right to seek the advice of independent counsel

prior to executing this Agreement and has had the opportunity to do so.

13.           Confidentiality

and Non-Disparagement.

(a)            The

Parties and their respective legal counsel, if any, agree that they will not, without the prior written consent Navitas (with respect

to action desired to be taken by Live Oak Sponsor) or Live Oak Sponsor (with respect to action desired to be taken by Navitas), communicate,

publish, display, discuss, disclose, reveal or characterize (directly or indirectly by innuendo or other means), in any way to anyone

under any circumstances, (i) the substance of negotiations leading up to this Agreement, and (ii) the circumstances concerning

the Dispute, except (w) as may be required by order of court or demand of any other quasi-judicial, regulatory, or investigative

organization with the legal right and power to demand such information, provided that the Party in receipt of such order or demand shall

promptly notify the other Party(ies), which may elect to oppose or move to quash disclosure, (x) to such Party’s directors,

managers, officers, employees, limited partners, representatives, agents and advisors (including accountants and attorneys), in each case

where such disclosure may be required for legitimate legal, business, or tax purposes, and where the recipient of such information agrees

to receive and maintain the information in strict confidence in accordance with the terms of this Agreement, (y) to any appropriate

regulatory or tax authorities with jurisdiction over such Party, and (z) as otherwise may be required by applicable law, rule or

regulation (including, without limitation, any rules or regulations of a stock exchange on which the securities of such Party are

traded).

(b)            Each

Party agrees that it shall not, and that it shall cause its affiliates not to, make any oral or written statements, or cause or encourage

others to make any statements, that disparage or impugn the other Party and/or such other Party’s affiliates with respect to the

facts and allegations directly relating to the Dispute. This section shall not restrict truthful testimony in judicial, arbitral or regulatory

proceedings or disclosures required by applicable law.

14.          Entire

Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes

and replaces all prior and contemporaneous oral and written agreements, negotiations and discussions, regarding such subject matter. Each

Party acknowledges that it has not, nor has any agent or attorney of such Party, made any promise, representation or warranty whatsoever,

express or implied, not contained herein, concerning or relating to the Disputes to induce any other Party to execute this Agreement,

and each Party acknowledges that it has not executed this Agreement in reliance on any such promise, representation or warranty not contained

herein.

15.          Authority.

Each Party represents and warrants that (a) it has the full legal right, power and authority to enter into this Agreement, (b) it

has, and covenants that it shall continue to have, the full legal right, power and authority to perform its obligations hereunder, and

(c) neither its execution of this Agreement nor the performance of its obligations hereunder requires any consent, vote, or approval

which has not been given or taken.

16.          Investigation.

Each Party has made such investigation of the facts pertaining to this Agreement as it deems necessary. The Parties understand that if

any fact with respect to any matter covered by this Agreement is found hereafter to be other than, or different from, the facts now believed

by the Parties to be true, each Party expressly accepts and assumes the risk of such possible difference in facts and agrees that this

Agreement shall become and remain effective notwithstanding such different facts.

17.           Costs

and Fees. Except as otherwise provided herein, each Party shall bear its own attorneys’ fees and costs with respect to the

matters contemplated by this Agreement.

18.          Quantity

and Gender. Whenever in this Agreement the context may so require, the masculine, feminine and neutral gender shall be each deemed

to include the other, and the singular and plural each to refer to the other.

19.          Headings.

The headings in this Agreement are used for the purpose of convenience only and are not meant to have legal effect.

20.          Governing

Law and Enforcement. The Parties agree that this Agreement shall be governed by and construed according to the laws of the State

of Delaware without regard to conflict of laws principles. The Parties agree that any action relating to or arising out of this Agreement

shall be brought in the state or federal courts of the State of Delaware and further consent to (and waive all defenses of lack of personal

jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of the State of Delaware.

21.          Interpretation.

This Agreement shall not be construed for or against any Party as a result of who drafted it. Each Party has participated in the drafting

and preparation of this Agreement. This Agreement has been prepared as a result of arms-length negotiations between the Parties, which

are represented by legal counsel or had the opportunity to retain such legal counsel, and shall not be construed strictly against any

Party.

22.          No

Admission of Liability. This Agreement constitutes settlement of each Party’s allegations against the other Party and the

other Party’s Releasees. It does not and shall not constitute an admission of liability by any of the Parties and any liability

is expressly denied by the Parties. This Agreement shall not be used by any Party or any other person or entity in any litigation or proceeding

for that purpose. Nothing in this Agreement shall be construed as, or deemed to be, an acknowledgment or admission by Navitas that it

has breached any of its obligations pursuant to the Live Oak Letter Agreement. No inference, implication, or suggestion to the contrary

may be drawn from this Agreement or the settlement reflected herein.

23.          Good

Faith Execution. The Parties agree to execute all such further and additional documents and instruments as shall be necessary

or expedient to carry out the provisions of this Agreement and shall promptly and in good faith undertake all reasonable acts to effectuate

the provisions of this Agreement.

24.          Counterparts.

This Agreement may be signed in counterparts by the Parties and when each of the Parties has executed an identical copy of this Agreement,

this Agreement shall become a binding and enforceable instrument with the same force and effect as if the Parties had executed the same

copy of this instrument. Additionally, a facsimile, scanned signature, or other signature transmitted by electronic means, including scanned

.pdf or DocuSign, shall have the full force and same legal effect of an original signature.

25.          Severability.

If any provision of this Agreement is held invalid, void or unenforceable, the balance of the terms and provisions contained herein shall,

nevertheless, remain in full force and effect and shall not be affected, impaired or invalidated provided such remaining terms and provisions

can be construed, in substance, to constitute the agreement of the Parties and to provide the Parties the benefits afforded them under

the terms of the Agreement that the Parties intended to enjoy in the first instance.

26.          No

Waiver. It is agreed that failure of a Party at any time or from time to time to enforce any of the provisions of this Agreement

shall not be construed to be a waiver of such provision or of such Party’s right to thereafter enforce each and every provision

hereof.

27.          No

Modification. This Agreement may be modified, amended or terminated only by mutual agreement in writing referring to this Agreement

and signed by the Parties.

28.          Notices.

All letters, notices, requests, demands, and other communication required or permitted to be given to the Parties pursuant to this Agreement

shall be in writing, provided by electronic mail or next-day (excluding Saturday and Sunday) express delivery service and addressed as

follows:

If to Live Oak Sponsor:

Live Oak Merchant Partners, LLC

4921 William Arnold Road

Memphis,

TN 38117

Attention: Pittman Phillips

Email: IR@liveoakmp.com

If to Navitas:

Navitas Semiconductor Corporation

3520 Challenger Street

Torrance, CA 90503

Attention: General Counsel

Email: legal@navitassemi.com

with a copy (which shall not constitute notice) to:

Cozen O’Connor

150 South Fifth Street, Suite 1200

Minneapolis, MN 55402

Attention: Katheryn A. Gettman

Email:

kgettman@cozen.com

[Remainder of Page Intentionally Left Blank; Signature

Page(s) Follow(s)]

IN WITNESS WHEREOF, acting

by and through their proper and duly authorized representatives, each Party has caused this Agreement to be duly executed and delivered

and to become effective as of the Effective Date.

NAVITAS:

NAVITAS SEMICONDUCTOR CORPORATION

By: /s/ Chris Allexandre

Name: Chris Allexandre

Title: Chief Executive Officer

LIVE OAK SPONSOR:

LIVE OAK SPONSOR PARTNERS II, LLC

By:

/s/ Adam J. Fishman

Name: Adam J. Fishman

Title: Managing Partner, Live Oak Merchant Partners, LLC

Signature

Page to Settlement, Release and Amendment Agreement

GRAPHIC

Filename: tm2615305d1_8kimg001.jpg · Sequence: 6

Binary file (3423 bytes)

Download tm2615305d1_8kimg001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 18, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 18, 2026

Entity File Number

001-39755

Entity Registrant Name

Navitas

Semiconductor Corporation

Entity Central Index Key

0001821769

Entity Tax Identification Number

85-2560226

Entity Incorporation, State or Country Code

Entity Address, Address Line One

3520

Challenger Street

Entity Address, City or Town

Torrance

Entity Address, State or Province

Entity Address, Postal Zip Code

90503-1640

City Area Code

844

Local Phone Number

654-2642

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class

A Common Stock, par value $0.0001 per share

Trading Symbol

NVTS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration