NAVITAS SEMICONDUCTOR CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, onMay 6, 2021 ,Live Oak Acquisition Corp. II , aDelaware corporation ("LOKB"),Live Oak Merger Sub Inc. , aDelaware corporation and wholly owned subsidiary of LOKB ("Merger Sub"), andNavitas Semiconductor Limited , a private company limited by shares organized under the Laws ofIreland ("Navitas Ireland") with a dual existence as a domesticated limited liability company in theState of Delaware asNavitas Semiconductor Ireland, LLC , aDelaware limited liability company ("Navitas Delaware" and, together with Navitas Ireland, the "Company"), entered into a business combination agreement and plan of reorganization (the "Business Combination Agreement"), pursuant to which, among other things, LOKB will be obligated to commence a tender offer for the entire issued share capital of Navitas Ireland other than certain Navitas Ireland Restricted Shares (as defined below) (the "Tender Offer"), and Merger Sub will merge with and into Navitas Delaware (the "Merger" and together with the other transactions related thereto, the "Business Combination"), with Navitas Delaware surviving the Merger as a wholly owned subsidiary of LOKB, and as a result of the Tender Offer and the Merger, the Company will be a wholly owned direct subsidiary of LOKB. As previously announced in connection with the execution of the Business Combination Agreement, onMay 6, 2021 , LOKB entered into separate subscription agreements (collectively, the "Signing Subscription Agreements") with a number of investors (collectively, the "Signing Subscribers"), pursuant to which the Signing Subscribers agreed to purchase, and LOKB agreed to sell to the Signing Subscribers, an aggregate of 14,500,000 shares of LOKB Class A Common Stock (the "Signing PIPE Shares"), for a purchase price of$10.00 per share and an aggregate purchase price of$145,000,000 , in a private placement (the "Signing PIPE"). As previously announced, onAugust 17, 2021 , LOKB entered into a subscription agreement (the "Initial Additional Subscription Agreement") withChina Ireland Growth Technology Fund II, L.P. , an affiliate of an existing shareholder of the Company (the "Initial Additional Subscriber"), pursuant to which the Initial Additional Subscriber agreed to purchase, and LOKB agreed to sell to the Initial Additional Subscriber, an aggregate of 1,000,000 shares of LOKB Class A Common Stock (the "Initial Additional PIPE Shares"), for a purchase price of$10.00 per share and an aggregate purchase price of$10,000,000 , in a private placement (the "Initial Additional PIPE").
Additional Subscription Agreements
OnOctober 6, 2021 , LOKB entered into subscription agreements (the "Additional Subscription Agreements" and, together with the Signing Subscription Agreements and the Initial Additional Subscription Agreement, the "Subscription Agreements") with two investors (the "Additional Subscribers" and, together with the Signing Subscribers and the Initial Additional Subscriber, the "Subscribers"), pursuant to which the Additional Subscribers agreed to purchase, and LOKB agreed to sell to the Additional Subscribers, an aggregate of 1,800,000 shares of LOKB Class A Common Stock (the "Additional PIPE Shares" and, together with the Signing PIPE Shares and the Initial Additional PIPE Shares, the "PIPE Shares"), for a purchase price of$10.00 per share and an aggregate purchase price of$18,000,000 , in a private placement (the "Additional PIPE" and, together with the Signing PIPE and the Initial Additional PIPE, the "PIPE"). The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements will take place substantially concurrently with the closing of the Business Combination (the "Closing") and is contingent upon, among other customary closing conditions, the subsequent consummation of the Business Combination. The purpose of the PIPE is to raise additional capital for use by the combined company following the Closing. Pursuant to the Subscription Agreements, LOKB agreed that, within 30 calendar days after the consummation of the Business Combination, LOKB will file with theSecurities and Exchange Commission (the "SEC") (at LOKB's sole cost and expense) a registration statement registering the resale of the PIPE Shares (the "PIPE Resale Registration Statement"), and LOKB will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective as soon as practicable after the filing thereof. The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference. 2
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Forward Purchase Agreement
OnOctober 6, 2021 ,LOKB and ACM ARRT VII A LLC , aDelaware limited liability company ("Seller"), entered into an agreement (the "Forward Purchase Agreement") for an OTC Equity Prepaid Forward Transaction (the "Forward Purchase Transaction"). Pursuant to the terms of the Forward Purchase Agreement (a) Seller intends, but is not obligated, to purchase shares of Common Stock (the "Subject Shares") after the date of the Agreement from holders of Shares other than the Issuer or affiliates of the Issuer) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the redemptions rights set forth in LOKB's Certificate of Incorporation in connection with the Business Combination (such holders, "Redeeming Holders") and (b) Seller has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination. . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the Business Combination, onOctober 6, 2021 , LOKB, acting pursuant to authorization from its board of directors, determined (i) to voluntarily withdraw the listing of LOKB's Class A common stock, warrants, and units from theNew York Stock Exchange (the "NYSE"), and (ii) to list the post-combination company's common stock and warrants on the Nasdaq Global Market, in each case subject to the closing of the Business Combination.
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of LOKB that may be issued in connection with the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Item 8.01. Other Events.
On
In order to provide additional information to its stockholders in connection
with the Additional PIPE, LOKB has determined to supplement the definitive proxy
statement/prospectus as described in this Current Report on Form 8-K.
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
LOKB is providing additional information to its stockholders, as described in
this Current Report on Form 8-K. These disclosures should be read in connection
with the definitive proxy statement/prospectus, which should be read in its
entirety. To the extent that the information set forth herein differs from or
updates information contained in the definitive proxy statement/prospectus, the
information set forth herein shall supersede or supplement the information in
the definitive proxy statement/prospectus. Defined terms used but not defined
herein have the meanings set forth in the definitive proxy statement/prospectus
and all page references are to pages in the definitive proxy
statement/prospectus. LOKB makes the following amended and supplemental
disclosures:
1. Certain disclosure on pages 10-11, 44-45, and 177-178 of the definitive proxy
statement/prospectus is hereby amended and restated to read as follows:
"The following table presents the anticipated share ownership of various holders of LOKB upon the Closing of the Business Combination, which does not give effect to the potential exercise of any warrants and otherwise assumes the following redemption scenarios:
No Redemptions: This scenario assumes that no shares of Class A Common Stock are redeemed from LOKB's public stockholders.
Illustrative Redemptions: This scenario assumes that 8,800,000 shares of Class A
Common Stock are redeemed. The number of shares redeemed in this scenario is
equal to 50% of the number of shares redeemed in the maximum redemptions
scenario described below and approximately 34.8% of the outstanding shares of
Class A Common Stock as of the date of this proxy statement/prospectus.
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Maximum Redemption: This scenario assumes that 17,600,000 shares of Class A Common Stock are redeemed (approximately 69.6% of the outstanding shares of Class A Common Stock as of the date of this proxy statement/prospectus).
No Illustrative Maximum
Holders Redemption % of Total Redemption % of Total Redemption % of Total LOKB Public Shareholders
25,300,000 17.6 16,500,000 12.2 7,700,000 6.1
Sponsor(1) 6,325,000 4.4 6,325,000 4.7 6,325,000 5.0
Eligible Navitas Equityholders(2)(3) 95,000,000 66.0 95,000,000 70.3 95,000,000 75.2
PIPE Investors 17,300,000 12.0 17,300,000 12.8 17,300,000 13.7
Total 143,925,000 100.00 135,125,000 100.00 126,325,000 100.00
(1) LOKB Class A Common Stock owned upon conversion of shares of Founders Stock
and, in the case of our Sponsor, includes 1,265,000 shares subject to
forfeiture if certain stock price thresholds are not achieved.
(2) Includes (x) the up to approximately 78,300,000 shares of our Class A Common
Stock anticipated to be issued to Navitas Shareholders and (y) the up to
approximately 16,700,000 shares of our Class A Common Stock anticipated to be
reserved for issuance in respect of (i) LOKB options issued in exchange for
the release and extinguishment of outstanding pre-business combination
Navitas Options, (ii) LOKB restricted stock issued in exchange for the
release and extinguishment of outstanding pre-business combination Navitas
Restricted Shares, (iii) LOKB restricted stock units issued in exchange for
the release and extinguishment of outstanding pre-business combination
Navitas Restricted Stock Units and (iv) LOKB warrants issued in exchange for
the release and extinguishment of outstanding pre-business combination
Navitas Warrants, in each case that may be exercised at a later date.
(3) Excludes (i) the reduction in the aggregate number of shares of Class A
Common Stock issuable under the Business Combination Agreement based on the
estimated stamp duty, as such amount will not be known with certainty until
immediately prior to Closing, and (ii) the potential issuance of the Earnout
Shares to the Eligible Navitas Equityholders. During the Earnout Period, we
may issue to Eligible Navitas Equityholders up to 10,000,000 additional
shares of Class A Common Stock in the aggregate in three equal tranches upon
the satisfaction of price targets of
targets are based upon the volume-weighted average closing sale price of one
share of Class A Common Stock quoted on the exchange on which the shares of
Class A Common Stock are then traded, for any 20 trading days within any 30
consecutive trading day period during the Earnout Period, or upon certain
change of control transactions that imply a per share value that would
satisfy the price targets.
If the facts are different than these assumptions, the percentage ownership retained by LOKB's existing stockholders in LOKB following the Business Combination will be different. For example, if we assume that all outstanding 8,433,333 public warrants and 4,666,667 private placement warrants were exercisable and exercised for cash following completion of the Business Combination, with proceeds to LOKB of approximately$150.7 million , and further assume that no public stockholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of LOKB would be as follows: No Illustrative Maximum Holders Redemption % of Total
Redemption % of Total Redemption % of Total LOKB Public Shareholders
33,733,334 21.5 24,933,334 16.8 16,133,334 11.6
Sponsor(1) 10,991,667 7.0 10,991,667 7.4 10,991,667 7.9
Eligible Navitas Equityholders 95,000,000 60.5 95,000,000 64.1 95,000,000 68.1
PIPE Investors 17,300,000 11.0 17,300,000 11.7 17,300,000 12.4
Total 157,025,001 100.00 148,225,001 100.00 139,425,001 100.00
(1) Includes 1,265,000 shares subject to forfeiture if certain stock price
thresholds are not achieved. Also includes 1,500,000 shares underlying
private placement warrants that may be transferred to Encompass pursuant to
the Backstop Agreement. See "The Business Combination - Sponsor Letter
Amendment" and "The Business Combination - Backstop Agreement" for more
information.
If we further assumed that the Earnout Shares were issued to the Eligible Navitas Equity Holders then the ownership of LOKB would be as follows:
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No Illustrative Maximum
Holders Redemption % of Total Redemption % of Total Redemption % of Total
LOKB Public Shareholders 33,733,334 20.2 24,933,334 15.8 16,133,334 10.8
Sponsor(1) 10,991,667 6.6 10,991,667 6.9 10,991,667 7.4
Eligible Navitas Equityholders 105,000,000 62.9 105,000,000 66.4 105,000,000 70.3
PIPE Investors 17,300,000 10.4 17,300,000 10.9 17,300,000 11.6
Total 167,025,001 100.00 158,225,001 100.00 149,425,001 100.00
(1) Includes 1,265,000 shares subject to forfeiture if certain stock price
thresholds are not achieved. Also includes 1,500,000 shares underlying
private placement warrants that may be transferred to Encompass pursuant to
the Backstop Agreement. See "The Business Combination - Sponsor Letter
Amendment" and "The Business Combination - Backstop Agreement" for more
information."
2. Proposal No. 4, or the PIPE Proposal, in the definitive proxystatement/prospectus requests that LOKB's stockholders approve the issuance
and sale of shares of LOKB Class A Common Stock for purposes of complying
with applicable listing rules of the NYSE. In connection with the Additional
PIPE, LOKB is increasing the number of shares of LOKB Class A Common Stock
that will be issued and sold in the PIPE to 17,300,000, which represents an
increase of 1,800,000 shares of LOKB Class A Common Stock that will be issued
and sold in the PIPE. Accordingly, the text set forth under "Notice of
Special Meeting of Stockholders of
Proposal" is amended to read as follows:
"The PIPE Proposal-To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of theNew York Stock Exchange , the issuance and sale of 17,300,000 shares of Class A Common Stock in a private offering of securities to certain investors in connection with the Business Combination, which will occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement (the "PIPE Proposal") (Proposal No. 4)."
In connection with the revisions described above, the references in the definitive proxy statement/prospectus to the: . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Exhibit
10.1 Form of Subscription Agreement (incorporated by reference to
Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed
with the SEC on May 7, 2021 ).
10.2 Forward Purchase Agreement, dated October 6, 2021 , by and
between ACM AART VII A LLC and Live Oak Acquisition Corp. II .
10.3 Sponsor Letter Agreement, dated October 6, 2021 , by and among
Live Oak Sponsor Partners II, LLC , Live Oak Acquisition Corp. II
and Navitas Semiconductor Limited .
99.1 Press release dated October 7, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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