Live Oak Acquisition Corp II

The registered count covers two routes rather than one: it is the maximum estimated to be issued in connection with the Merger and a Tender Offer, so shares issued to acquire target equity outside the merger itself sit inside the same 105,000,000 ceiling. The target crosses two jurisdictions before the SPAC's stock is issued, having been organised in Ireland and then domesticated in Delaware as a limited liability company. The $9.92 is a market average used only to compute the fee.

The registered count covers two distinct events rather than one: it is the registrant's initial estimate of the maximum issuable in connection with both the Merger and a Tender Offer described in the filing, so the merger consideration cannot be read off the 105,000,000 figure alone. The $9.92 is a market average used solely to compute the fee. The target is an Irish private company, so the transaction brings a non-US operating business under a Delaware holding structure.

The registered shares cover two distinct issuances rather than one: the fee table states that 105,000,000 is the registrant's initial estimate of the maximum issuable in connection with both the Merger and a Tender Offer, so part of what is registered is stock offered outside the merger mechanics. The target is also mid-redomestication — Navitas Ireland is being domesticated in Delaware as a limited liability company — so the company being acquired changes jurisdiction as part of the same transaction.

What changed: Navitas Semiconductor Corporation filed an 8-K on August 25, 2026, reporting the entry into a definitive Agreement and Plan of Merger dated August 24, 2026, with Claros, Inc. The transaction involves a two-step merger where Claros survives as a subsidiary of Navitas. The aggregate purchase price is estimated at approximately $232.8 million, structured as approximately $126.4 million in cash, approximately $89.7 million in shares of Navitas Class A common stock (based on a reference share price of $12.97), and up to approximately $16.7 million in earnout shares not exceeding 1.28 million shares. Additionally, Navitas will issue performance stock units valued at approximately $28.9 million to certain continuing Claros employees. The deal is subject to Hart-Scott-Rodino clearance and customary conditions, with an anticipated closing prior to December 31, 2026, and a termination date of December 22, 2026. Why it matters: This filing discloses a major strategic acquisition by Navitas, significantly expanding its asset base and potential revenue streams through the integration of Claros. For investors, the specific breakdown of consideration (cash vs. equity) and the inclusion of significant earnouts and performance-based equity grants indicate how management intends to align future compensation with business milestones while managing immediate dilution and cash outflow. The stated timeline and regulatory dependencies highlight execution risks that could impact Navitas's financial projections and operational focus before the close.

What changed: 8-K of Navitas Semiconductor Corporation. Item 2.02 (results of operations and financial condition): on July 27, 2026 the Company issued a press release announcing its unaudited consolidated financial results for the quarterly period ended June 30, 2026, furnished as Exhibit 99.1. Item 7.01 (Regulation FD) furnishes the 2Q26 earnings call presentation as Exhibit 99.2. Both items and both exhibits are furnished, not considered filed for Section 18 purposes, and not incorporated by reference into Securities Act filings unless specifically stated. Signed by President and CEO Chris Allexandre. Why it matters: Quarterly earnings furnishing; the report states no figure. Both the release and the call deck are exhibits here, so the presentation is on the filed record rather than only on the website.

What changed: Navitas Semiconductor, the company formed in the Live Oak Acquisition Corp. II combination, filed its Q2 2026 10-Q disclosing that all three earnout triggering events under the May 6, 2021 combination agreement were achieved in the quarter — Triggering Event I on May 15, 2026, Triggering Event II on May 29, 2026 and Triggering Event III on June 11, 2026 — releasing up to 10.0 million earnout shares of Class A stock; the earnout liability was remeasured through each trigger date. Class A shares outstanding rose to 261,080,388 at June 30, 2026 from 230,525,464 at December 31, 2025. Why it matters: This is a genuine SPAC-structure event rather than routine reporting: the contingent share consideration written into the 2021 business combination agreement has now fully vested, so up to 10.0 million shares that existed only as a liability become real dilution for public holders. It also confirms the price thresholds in that agreement were cleared, which is rare in this cohort. The share count is already up more than 30 million over six months, so the earnout lands on top of substantial ongoing issuance.

What changed: Navitas Semiconductor Corporation, the Live Oak Acquisition Corp. II successor, furnished under Item 7.01 a press release issued July 8, 2026 responding to a patent infringement complaint filed by Wolfspeed. The release is Exhibit 99.1 and the filing states the information is not deemed filed for Section 18 purposes and is not incorporated by reference into other Securities Act or Exchange Act filings. The 8-K body identifies the subject as the Wolfspeed complaint but does not describe the claims, the venue, the patents at issue or the company's response. Why it matters: Patent litigation between competing power semiconductor makers goes to whether Navitas can keep selling the products its valuation rests on, so an infringement complaint from Wolfspeed is a genuine operating risk rather than a nuisance suit. For former LOKB holders it lands in the same quarter as the release of up to 10.0 million earnout shares, so dilution and legal exposure arrive together. The substance of the company's rebuttal is in the exhibit rather than the filed text.