Navitas Semiconductor Corp美股招股说明书(2025-12-18版)

Up to 14,814,813 Shares of ClassA Common Stock Offered by Selling Stockholders This prospectus relates to the offer and potential resale from time to time by the selling stockholders named in this prospectus (the“selling stockholders”) of up to an aggregate of 14,814,813 shares (the “PIPE Shares”) of the ClassA common stock, par value$0.0001 per share (our “common stock”) of Navitas Semiconductor Corporation (the “Company,” “we,” “us” or “our”). The PIPE The PIPE Shares were issued in reliance upon the exemption from the registration requirements in Section4(a)(2)of the Securities Actof 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Each purchaser represented that it was an“accredited investor” (as defined by Rule501 under the Securities Act). We are registering the PIPE Shares, as required by theRegistration Rights Agreement, dated November7, 2025, by and among the Company and investors named therein (the “Registration Our registration of the PIPE Shares does not mean that the selling stockholders will offer or sell any of such shares. The sellingstockholders named in this prospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the PIPE Sharesthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the trading symbol “NVTS.” On December 17, 2025, thelast reported sale price of our common stock on Nasdaq was $7.38 per share. We are a “smaller reporting company” as that term is defined in Item 10(f)(1)of Regulation S-K, and as such, have elected to complywith certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and Investment in our common stock involves risk. See “Risk Factors” beginning on page4 of this prospectus and in any applicableprospectus supplement and in our periodic reports filed from time to time with the Securities and Exchange Commission,which are incorporated by reference in this prospectus and any applicable prospectus supplement. You should carefully read Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is December 18, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4USE OF PROCEEDS5SELLING STOCKHOLDERS6PLAN OF DISTRIBUTION9LEGAL MATTERS11EXPERTS11INCORPORATION OF CERTAIN INFORMATION BY REFERENCE11WHERE YOU CAN FIND MORE INFORMATION12i ABOUT THIS PROSPECTUS This prospectus is part of the registration statement on FormS-1 that we filed with the Securities and Exchange Commission (the“SEC”), using a “shelf” registration process under the Securities Act, pursuant to which the selling stockholders named herein may,from time to time, offer and sell or otherwise dispose of the PIPE Shares covered by this prospectus. As permitted by the rulesand This prospectus, any prospectus supplement, any free writing prospectus and the documents incorporated by reference herein andtherein include important information about us, the PIPE Shares being offered and other information you should know before investingin our common stock. You should not assume that the information contained in this prospectus is accurate on any date subsequent tothe date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any datesubsequent to the date of the document incorporated by reference, even though this prospectus is delivered or PIPE Shares are sold orotherwise disposed of on a later date. Our business, financial condition, results of operations and prospects may have changed sincesuch dates. This prospectus, together with any prospectus supplement, any related free writing prospectus and the documents You should rely only on this prospectus, the information incorporated or deemed to be incorporated by reference in this prospectus orcontained in any prospectus supplement or free writing prospectus filed with the SEC. We have not, and the selling stockholders havenot, authorized anyone to give any information or to make any representation to you other than those contained or incorporated byreference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement,including, in some cases, for the purpose of allocating risk among the parties to such agreem