Navitas Semiconductor Corp美股招股说明书(2026-05-11版)

Navitas Semiconductor Corporation Up to $125,000,000Class A Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”) and UBSSecurities LLC (“UBS”) (each a “Sales Agent” and together, the “Sales Agents”) relating to shares of our Class A common stock, parvalue $0.0001 per share (“Class A common stock”). In accordance with the terms of the Sales Agreement, pursuant to this prospectussupplement, we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $125,000,000 fromtime to time through the Sales Agents acting as our agents or principals. Our Class A common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “NVTS”. On May 8, 2026, the lastreported sale price of our Class A common stock on Nasdaq was $18.20 per share. Sales of our Class A common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). The Sales Agents are not required to sell any specific number or dollar amounts of securities but will act as our salesagents using commercially reasonable efforts consistent with their normal trading and sales practices and mutually agreed termsbetween the Sales Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. TheSales Agents may also purchase shares of our Class A common stock as principals. The compensation to the Sales Agents for sales of Class A common stock sold pursuant to the Sales Agreement will be at acommission rate of up to 3.0% of the gross proceeds of any shares of Class A common stock sold under the Sales Agreement. Inconnection with the sale of the Class A common stock on our behalf, each Sales Agent may be deemed to be an “underwriter” withinthe meaning of the Securities Act and the compensation of the Sales Agents may be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities,including liabilities under the Securities Act. See “Plan of Distribution” beginning on page S-9 for additional information regardingthe compensation to be paid to the Sales Agents. Investing in our Class A common stock involves a high degree of risk. Please read the information contained in andincorporated by reference under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, under theheading “Risk Factors” beginning on page 6 of the accompanying prospectus, and the risk factors described in the documentsthat are incorporated by reference into this prospectus supplement and the accompanying prospectus, as they may beamended, updated or modified periodically in our reports filed with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Craig-Hallum UBS Investment Bank The date of this prospectus supplement is May 11,2026. TABLE OF CONTENTS PAGEABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-5DILUTIONS-6DIVIDEND POLICYS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-10WHERE YOU CAN FIND MORE INFORMATIONS-11 PROSPECTUS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2WHERE YOU CAN FIND MORE INFORMATION3INCORPORATION OF CERTAIN INFORMATION BY REFERENCE4THE COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF WARRANTS18DESCRIPTION OF RIGHTS20DESCRIPTION OF UNITS22PLAN OF DISTRIBUTION23LEGAL MATTERS26EXPERTS26 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of the securities beingoffered by us, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, includingthe documents incorporated by reference, provides more general information, some of which does not apply to this offering. Generally,when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict betweenthe information contained in this prospectus supplement, on the one hand, and the information contained in the accompanyingprospectus or in any document incorporated by refe