| As filed with the Securities and Exchange Commission on April 26, 2023 | ||||||||
| Registration Nos. | 333-271252 | |||||||
| 333-271253 | ||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-271252)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 (No. 333-271253)
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Navitas Semiconductor Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 85-2560226 | |||||||
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification Number) | |||||||
3520 Challenger Street
Torrance, California 90503-1640
(Address of Principal Executive Offices) (Zip Code)
Navitas Semiconductor 2022 Employee Stock Purchase Plan
Navitas Semiconductor Corporation 2021 Equity Incentive Plan
(Full title of the plan)
Paul D. Delva
Sr. V.P., General Counsel and Secretary
Navitas Semiconductor Corporation
Sr. V.P., General Counsel and Secretary
Navitas Semiconductor Corporation
3520 Challenger Street
Torrance, California 90503-1640
(Name and address of agent for service)
(844) 654-2642
Telephone number, including area code, of agent for service
Telephone number, including area code, of agent for service
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||||||
| 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 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This post-effective amendment no. 1 to the registration statement on Form S-8 (No. 333-271252) and post-effective amendment no. 1 to the registration statement on Form S-8 (No. 333-271253), each initially filed on April 14, 2023, is being filed solely to amend each registration statement to include the Consent of Independent Auditors filed herewith as Exhibit 23.3 and Exhibit 23.4, respectively. Except for the addition of the applicable consent, each of the foregoing registration statements (including exhibits) is unchanged from the previous filing. This amendment should be read in conjunction with the respective initial filings on Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment no. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, California, on April 26, 2023.
| NAVITAS SEMICONDUCTOR CORPORATION | |||||||||||
| By: | /s/ Gene Sheridan | ||||||||||
| Gene Sheridan | |||||||||||
| President and Chief Executive Officer | |||||||||||
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment no. 1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | ||||||||||
/s/ Gene Sheridan Gene Sheridan | President, Chief Executive Officer and Director (principal executive officer) | April 26, 2023 | |||||||||
/s/ Ron Shelton Ron Shelton | Sr. V.P., Chief Financial Officer and Treasurer (principal financial and accounting officer) | April 26, 2023 | |||||||||
* Daniel Kinzer | Chief Operating Officer, Chief Technology Officer and Director | April 26, 2023 | |||||||||
* Richard J. Hendrix | Director | April 26, 2023 | |||||||||
* Brian Long | Director | April 26, 2023 | |||||||||
* David Moxam | Director | April 26, 2023 | |||||||||
* Dipender Saluja | Director | April 26, 2023 | |||||||||
* Gary K. Wunderlich, Jr. | Director | April 26, 2023 | |||||||||
* By: /s/ Paul D. Delva, as attorney-in-fact
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | ||||
| 23.3 | |||||
| 23.4 | |||||
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-271252) of Navitas Semiconductor Corporation, of our report dated October 26, 2022 with respect to the financial statements of GeneSiC Semiconductor Inc. as of and for the years ended December 31, 2021 and 2020, which is included in the Current Report on Form 8-K/A filed by Navitas Semiconductor Corporation on April 14, 2023.
/s/ CohnReznick LLP
Los Angeles, California
April 25, 2023
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-271253) of Navitas Semiconductor Corporation, of our report dated October 26, 2022 with respect to the financial statements of GeneSiC Semiconductor Inc. as of and for the years ended December 31, 2021 and 2020, which is included in the Current Report on Form 8-K/A filed by Navitas Semiconductor Corporation on April 14, 2023.
/s/ CohnReznick LLP
Los Angeles, California
April 25, 2023