Submitting of Registration Assertion on Kind S-Four Gives Historic Monetary Knowledge
DUBLIN and MEMPHIS, Tenn., June 8, 2021 /PRNewswire/ — Navitas Semiconductor (“the Firm” or “Navitas”), the business chief in GaN Energy ICs, and Dwell Oak Acquisition Corp. II (NYSE: LOKB) (“Dwell Oak II” or “LOKB”), a clean verify firm, as we speak introduced that Dwell Oak II has filed with the U.S. Securities and Trade Fee (“SEC”) a registration assertion on Kind S-4 (the “Registration Assertion”), which comprises a preliminary proxy assertion/prospectus, in reference to the proposed enterprise mixture between Dwell Oak II and Navitas introduced on Could 7, 2021. Whereas the Registration Assertion has not but change into efficient and the data contained therein is topic to alter, it gives vital details about Navitas, Dwell Oak II, and the proposed enterprise mixture.
Dwell Oak’s Class A typical inventory is presently traded on NYSE below the tickers “LOKB,” “LOKB.U,” and LOKB WS,” respectively. In reference to the closing of the transaction, Dwell Oak’s Class A typical inventory will probably be listed below the brand new ticker image “NVTS”. Completion of the transaction, which is predicted within the third quarter of 2021, is topic to approval by Navitas’ and Dwell Oak’s respective stockholders, the Registration Assertion being declared efficient by the SEC and different customary closing situations.
A hyperlink to the submitting is accessible below the “SEC Filings” part of the Navitas web site at www.navitassemi.com/sec-filings/ . The submitting can be considered on the SEC’s web site at www.sec.gov.
Navitas is the business chief in gallium nitride (GaN) energy ICs, based in 2014. Navitas has a powerful and rising crew of energy semiconductor business specialists with a mixed 300 years of expertise in supplies, units, functions, techniques and advertising, plus a confirmed document of innovation with over 200 patents amongst its founders. GaN energy ICs combine GaN energy with drive, management and safety to allow quicker charging, larger energy density and larger vitality financial savings for cellular, client, enterprise, eMobility and new vitality markets. Over 120 Navitas patents are issued or pending, and over 20 million GaNFast energy ICs have been shipped with zero reported discipline failures.
About Dwell Oak Acquisition Corp. II
Dwell Oak II raised $253 million in December 2020, and its items, Class A typical inventory and warrants are listed on the NYSE below the tickers “LOKB.U,” “LOKB” and LOKB WS,” respectively. Dwell Oak II is a clean verify firm whose enterprise function is to impact a merger, capital inventory trade, asset acquisition, inventory buy, reorganization or comparable enterprise mixture with a number of companies. Dwell Oak II is led by an skilled crew of managers, operators and traders who’ve performed vital roles in serving to construct and develop worthwhile private and non-private companies, each organically and thru acquisitions, to create worth for stockholders. The crew has expertise working and investing in a variety of industries, bringing a range of experiences in addition to worthwhile experience and perspective.
Cautionary Assertion Relating to Ahead Trying Statements
The data on this press launch contains “forward-looking statements” throughout the which means of Part 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Part 21E of the Securities Trade Act of 1934, as amended. All statements, aside from statements of current or historic truth included on this press launch, concerning the proposed transaction, the power of the events to consummate the transaction, the advantages of the transaction and the mixed firm’s future monetary efficiency, in addition to the mixed firm’s technique, future operations, estimated monetary place, estimated revenues and losses, projections of market alternative and market share, projected prices, prospects, plans and goals of administration are forward-looking statements. When used on this press launch, the phrases “might,” “ought to,” “will,” “might,” “consider,” “anticipate,” “intend,” “estimate,” “plan,” “search,” “count on,” “challenge,” “forecast,” the damaging of such phrases and different comparable expressions are supposed to determine forward-looking statements, though not all forward-looking statements include such figuring out phrases.
Dwell Oak II and Navitas warning you that the forward-looking statements contained on this press launch are topic to quite a few dangers and uncertainties, together with the likelihood that the anticipated development of Navitas’ enterprise won’t be realized, or won’t be realized throughout the anticipated time interval, as a consequence of, amongst different issues: (i) Navitas’ objectives and methods, future enterprise growth, monetary situation and outcomes of operations; (ii) Navitas’ buyer relationships and talent to retain and develop these buyer relationships; (iii) Navitas’ capability to precisely predict future revenues for the aim of appropriately budgeting and adjusting Navitas’ bills; (iv) Navitas’ capability to diversify its buyer base and develop relationships in new markets; (v) the extent of demand in Navitas’ clients’ finish markets; (vi) Navitas’ capability to draw, prepare and retain key certified personnel; (vii) adjustments in commerce insurance policies, together with the imposition of tariffs; (viii) the influence of the COVID-19 pandemic on Navitas’ enterprise, outcomes of operations and monetary situation; (ix) the influence of the COVID-19 pandemic on the worldwide financial system; (x) the power of Navitas to take care of compliance with sure U.S. Authorities contracting necessities; (xi) regulatory developments in america and international nations; and (xii) Navitas’ capability to guard its mental property rights. Ahead-looking statements are additionally topic to further dangers and uncertainties, together with (i) adjustments in home and international enterprise, market, monetary, political and authorized situations; (ii) the shortcoming of the events to efficiently or well timed consummate the proposed transaction, together with the danger that any required regulatory approvals are usually not obtained, are delayed or are topic to unanticipated situations that would adversely have an effect on the mixed firm or the anticipated advantages of the proposed transaction or that the approval of the stockholders of Dwell Oak II will not be obtained; (iii) the result of any authorized proceedings that could be instituted towards Dwell Oak II or Navitas following announcement of the proposed transaction; (iv) the danger that the proposed transaction disrupts Dwell Oak II’s or Navitas’ present plans and operations because of the announcement of the proposed transaction; (v) prices associated to the proposed transaction; (vi) failure to comprehend the anticipated advantages of the proposed transaction; (vii) dangers regarding the uncertainty of the projected monetary info with respect to Navitas; (viii) dangers associated to the rollout of Navitas’ enterprise and the timing of anticipated enterprise milestones; (ix) the results of competitors on Navitas’ enterprise; (x) the quantity of redemption requests made by Dwell Oak II’s public stockholders; (xi) the power of Dwell Oak II or the mixed firm to situation fairness or equity-linked securities in reference to the proposed transaction or sooner or later; and (xii) these elements mentioned in Dwell Oak II’s closing prospectus filed with the Securities and Trade Fee (the “SEC”) on December 4, 2020 below the heading “Threat Components” and different paperwork of Dwell Oak II filed, or to be filed, with the SEC.
If any of the dangers described above materialize or our assumptions show incorrect, precise outcomes might differ materially from the outcomes implied by our forward-looking statements. There could also be further dangers that neither Dwell Oak II nor Navitas presently know or that Dwell Oak II and Navitas presently consider are immaterial that would additionally trigger precise outcomes to vary from these contained within the forward-looking statements. As well as, forward-looking statements mirror Dwell Oak II’s and Navitas’ expectations, plans or forecasts of future occasions and views as of the date of this press launch. Dwell Oak II and Navitas anticipate that subsequent occasions and developments will trigger Dwell Oak II’s and Navitas’ assessments to alter. Nonetheless, whereas Dwell Oak II and Navitas might elect to replace these forward-looking statements in some unspecified time in the future sooner or later, Dwell Oak II and Navitas particularly disclaim any obligation to take action. These forward-looking statements shouldn’t be relied upon as representing Dwell Oak II’s and Navitas’ assessments as of any date subsequent to the date of this press launch. Accordingly, undue reliance shouldn’t be positioned upon the forward-looking statements.
Vital Data and The place to Discover It
In reference to the proposed transaction, Dwell Oak II has filed a registration assertion on Kind S-4 (the “Registration Assertion”) with the SEC, which features a proxy assertion/prospectus of Dwell Oak II. Dwell Oak II additionally plans to file different paperwork and related supplies with the SEC concerning the proposed transaction. After the Registration Assertion has been cleared by the SEC, a definitive proxy assertion/prospectus will probably be mailed to the stockholders of Dwell Oak II. SECURITYHOLDERS OF LIVE OAK II AND NAVITAS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders will be capable to get hold of free copies of the proxy assertion/prospectus and different paperwork containing vital details about Dwell Oak II and Navitas as soon as such paperwork are filed with the SEC via the web site maintained by the SEC at http://www.sec.gov.
Members within the Solicitation
Dwell Oak II and its administrators and govt officers could also be deemed to be contributors within the solicitation of proxies from the stockholders of Dwell Oak II in reference to the proposed transaction. Navitas and its officers and administrators may be deemed contributors in such solicitation. Securityholders might get hold of extra detailed info concerning the names, affiliations and pursuits of sure of Dwell Oak II’s govt officers and administrators within the solicitation by studying Dwell Oak II’s Annual Report on Kind 10-Ok filed with the SEC on March 25, 2021 and the proxy assertion/prospectus and different related supplies filed with the SEC in reference to the proposed transaction once they change into obtainable. Data in regards to the pursuits of Dwell Oak II’s contributors within the solicitation, which can, in some instances, be completely different than these of Dwell Oak II’s stockholders typically, will probably be set forth within the proxy assertion/prospectus regarding the proposed transaction when it turns into obtainable.
Graham Robertson, CMO Grand Bridges
Stephen Oliver, VP Company Advertising & Investor Relations
For Dwell Oak II
Adam J. Fishman, COO
Navitas Semiconductor and the Navitas emblem are logos or registered logos of Navitas Semiconductor, Ltd. All different manufacturers, product names and marks are or could also be logos or registered logos used to determine services or products of their respective house owners.
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SOURCE Dwell Oak Acquisition Corp. II