Navitas Semiconductor, Inc. entered into a non-binding letter of intent to acquire Live Oak Acquisition Corp. II (NYSE:LOKB) from a group of sellers in a reverse merger transaction on February 26, 2021. Navitas Semiconductor, Inc. entered into definitive agreement to acquire Live Oak Acquisition Corp. II (NYSE:LOKB) from a group of sellers in a reverse merger transaction for $950 million on May 6, 2021. The transaction, which values the combined entity at a pro forma equity value of $1.4 billion, will result in Navitas becoming a publicly traded company on a national exchange under anew ticker symbol. The transaction is anticipated to deliver up to $398 million of gross proceeds to the combined company, assuming minimal redemptions by Live Oak II's public stockholders. This includes an oversubscribed and upsized $145 million private placement of Class A common stock in Live Oak II at $10.00 per share (the "PIPE"), from a diversified group of top-tier institutional investors. On August 17, 2021, Live Oak II entered into a subscription agreement with an affiliate of Atlantic Bridge, an existing investor in Navitas for an additional $10 million of Class A common stock to be issued in the PIPE. Proceeds of the transaction will be used to fund Navitas' future growth initiatives and as of August 17, 2021 this was increased to $155mm and now, Live Oak II has entered into subscription agreements with new investors for an additional $18mm of Class A common stock, on the same terms as the existing PIPE investors, bringing the total to $173mm.Existing Navitas shareholders will roll 100% of their equity into the combined company, demonstrating their conviction of Navitas' continued growth trajectory. Assuming that no shares of Class A Common Stock are redeemed from LOKB's public stockholders, Navitas shareholder will own 66.8%, Live Oak shareholder will own 17.8%, Live Oak sponsor will own 4.5% and PIPE investors will own 10.9% stake in combined company. Following the closing, the combined company will list its Class A Common Stock and public warrants on NASDAQ under the new symbols “NVTS” and “NVTSW,” respectively. Live Oak Acquisition Corp. II extends the tender offer to September 17, 2021. As of September 20, 2021, Live Oak Acquisition Corp. II extends the tender offer to October 15, 2021. Immediately after the Closing, the board of directors of the post-combination company will be divided into three separate classes, designated as the Class I directors consisting of Gene Sheridan and Daniel Kinzer; the Class II directors will be Brian Long, Dipender Saluja and David Moxam and the Class III directors will be Richard J. Hendrix and Gary K. Wunderlich.

The merger is subject to the satisfaction or waiver of closing conditions including the written consent of the requisite shareholders of the Navitas and Live Oak Acquisition, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), having been completed and any applicable waiting period having expired or been terminated, the Registration Statement having been declared effective, the shares of LOKB Class A Common Stock to be issued pursuant to the Business Combination Agreement and in connection with the consummation of the Tender Offer having been approved for listing on the NYSE, receipt of resignations from the members of the governing bodies of the Navitas and its subsidiaries except for the persons identified as continuing directors; LOKB having at least $5,000,001 of net tangible assets, sale and issuance by LOKB of LOKB Class A Common Stock in connection with the Private Placements shall have been consummated, new employment agreements with certain executives being in full force and effect, each Navitas Warrant having been terminated, exercised or amended in the manner permitted by the business combination agreement and other customary closing conditions. The Board of Directors of the Navitas and Live Oak Acquisition has unanimously approved the merger agreement. Meeting of stockholders of Live Oak is scheduled on October 12, 2021 and Board of Live Oak recommends the shareholders to vote in favor of the transaction. As of September 20, 2021, registration statement on Form S-4 has been declared effective. The Board of Directors of LOKB recommends that its shareholders vote “FOR” the Business Combination Proposal. As of October 12, 2021, Live Oak II shareholders have approved the transaction. As of October 12, 2021, the transaction is expected to close on October 19, 2021. The deal is expected to close in the third quarter of 2021. The net proceeds will be used to accelerate and fund future growth initiatives.

Deutsche Bank Securities Inc. and Jefferies LLC are serving as co-financial advisors to Navitas. Jonathan Axelrad; Jeffrey C. Selman, Maura Dineen, Matthew Cole, Micheál Mulvey and John F. Maselli of DLA Piper LLP is serving as legal counsel to Navitas. Nomura Securities International, Inc. and BofA Securities are serving as financial advisors whereas Sarah K. Morgan, John Lynch, Ryan Carney and John Kupiec of Vinson & Elkins LLP is serving as legal counsel to Live Oak II. Blueshirt Capital Markets LLC is serving as an advisor to Navitas. Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent to LOKB. Jefferies will be entitled to a fee of $6 million for its role as financial advisor to Navitas. BofA Securities, Inc. will be entitled to a fee of $2.5 million for its role as financial advisor to LOKB. Nomura will be entitled to a fee of $5 million for its role as financial advisor to LOKB. Morrow Sodali LLC acted as proxy solicitor for LOKB for a fee of $32,500, plus disbursements. Deloitte & Touche LLP provided opinion on financials of Navitas while CohnReznick LLP provided opinion on financials of Live Oak.

Navitas Semiconductor, Inc. completed the acquisition of Live Oak Acquisition Corp. II (NYSE:LOKB) from a group of sellers in a reverse merger transaction on October 19, 2021. It is anticipated that the Resulting Issuer Shares will commence trading on the Exchange under the ticker symbols “NVTS” and “NVTSW” for its common stock and warrants respectively on October 20, 2021.