Filing Details
- Accession Number:
- 0000921895-25-001176
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-24 20:00:00
- Filed By:
- Singh Ranbir
- Company:
- Navitas Semiconductor Corp
- Filing Date:
- 2025-04-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Singh Ranbir | 25,056,914 | 0 | 25,056,914 | 0 | 25,056,914 | 13.2% |
| SiCPower, LLC | 24,883,161 | 0 | 24,883,161 | 0 | 24,883,161 | 13.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Navitas Semiconductor Corp (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
63942X106 (CUSIP Number) |
Ranbir Singh 17141 Collins Ave, Unit 4301, Sunny Isles Beach, FL, 33160 703-468-0487 Andrew Freedman, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 63942X106 |
| 1 |
Name of reporting person
Singh Ranbir | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,056,914.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 63942X106 |
| 1 |
Name of reporting person
SiCPower, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,883,161.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Navitas Semiconductor Corp |
| (c) | Address of Issuer's Principal Executive Offices:
3520 CHALLENGER ST., TORRANCE,
CALIFORNIA
, 90503. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
The 193,511 Shares directly owned by Dr. Singh were granted to him in connection with his service as an officer and/or director of the Issuer.
The 24,883,161 Shares directly owned by SiCPower were transferred in private transactions on March 14, 2023 and March 23, 2023 from Dr. Singh and the Trust. Such Shares were initially acquired by Dr. Singh and the Trust in partial consideration for the Issuer's acquisition of GeneSiC Semiconductor Inc., which, immediately prior to the acquisition, was 100% owned by Dr. Singh and the Trust. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On April 23, 2025, the Reporting Persons entered into a cooperation agreement (the "Cooperation Agreement") with the Issuer, pursuant to which, among other things, the Issuer agreed to: (i) accept the resignation of Gene Sheridan as Chairman of the Board and appoint Richard J. Hendrix, a current Board member, as the new Chairman, and (ii) promptly, and in any event no later than May 1, 2025, accept the resignation of Daniel Kinzer as the Issuer's Chief Technology Officer and Chief Operating Officer and as a member of the Board, with such resignation to be effective upon the appointment of a new director to the Board (the "New Director"), who will be identified and recommended by Dr. Singh to the Board's Governance and Sustainability Committee, subject to the committee's approval in accordance with customary procedures for new director candidates.
Pursuant to the Cooperation Agreement, the Issuer shall recommend, support and solicit proxies for the election of Dr. Singh and the New Director at the Issuer's 2025 annual meeting of stockholders in a manner no less rigorous and favorable than the manner in which the Issuer supports the Board's other nominee at such meeting.
The Cooperation Agreement also provides that the Issuer will form an Executive Steering Committee (the "Executive Steering Committee") of the Board, to be chaired by Dr. Singh, with current Board members, Mr. Hendrix and David Moxam serving as members. The Executive Steering Committee will, among other things, provide oversight of certain strategic matters, including management's capital allocation, expense management, certain senior hiring and succession planning processes, and other matters.
Pursuant to the Cooperation Agreement, the Reporting Persons are subject to customary standstill restrictions until the date that is thirty (30) days prior to the nomination deadline for the Issuer's 2026 annual meeting of stockholders.
The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 190,529,835 Shares outstanding, as of March 14, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2025.
As of the date hereof, Dr. Singh owned directly 193,511 Shares, constituting less than 1% of the Shares.
As of the date hereof, SiCPower owned directly 24,883,161 Shares, constituting approximately 13.1% of the Shares outstanding. As sole manager of SiCPower, Dr. Singh may be deemed to beneficially own the Shares owned by SiCPower.
The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. |
| (c) | Item 5(c) is hereby amended to add the following:
Other than as set forth in Exhibit 1 and Item 6 below, none of the Reporting Persons have transacted in the Shares since the filing of the Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On March 17, 2025, Dr. Singh was awarded 24,158 fully vested Restricted Stock Units, each of which automatically converted into one Share upon vesting, under the Issuer's annual bonus program applicable to employees of the Issuer during the year 2024. Dr. Singh was previously an executive officer of the Issuer and was employed by an affiliate of the Issuer for a portion of year 2024 corresponding to this award.
On April 23, 2025, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities
99.1 - Cooperation Agreement, dated April 23, 2025, by and among the Issuer and the Reporting Persons |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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