Navitas SPAC Presentation Deck slide image

Navitas SPAC Presentation Deck

Risk Factors Related to Navitas (Cont'd) Important Disclosures RISKS RELATED TO NAVITAS' BUSINESS (CONT'D) Due to Navitas' limited operating history, Navitas may have difficulty accurately predicting its future revenue and appropriately budgeting its expenses. While Navitas intends to continue to invest in research and development, Navitas may be unable to make the substantial investments that are required to remain competitive in its business. Shifts in Navitas' product mix or customer mix may result in declines in gross margin. Changes to financial accounting standards may affect Navitas' results of operations and could cause Navitas to change its business practices. From time to time, Navitas may rely on strategic partnerships, joint ventures and alliances for manufacturing and research and development. However, Navitas may not control these partnerships and joint ventures, and actions taken by any of its partners or the termination of these partnerships or joint ventures could adversely affect its business. ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ Navitas Navitas may from time to time desire to exit certain programs or businesses, or to restructure its operations, but may not be successful in doing so. Navitas may pursue mergers, acquisitions, investments and joint ventures, which could divert its management's attention or otherwise disrupt its operations and adversely affect its results of operations. Navitas may require additional capital to support its business, and this capital might not be available on acceptable terms, if at all. Servicing Navitas' debt and other payment obligations requires a significant amount of cash, and Navitas may not have sufficient cash flow from its business to pay its debts. ■ Navitas' loan agreements contain certain restrictive covenants that may limit its operating flexibility. Navitas' business depends on the proper functioning of internal processes and information technology systems. A failure of these processes and systems, data breaches, cyber-attacks, or cyber-fraud may cause business disruptions, compromise Navitas' intellectual property or other sensitive information, litigation or government actions, or result in losses. Inadequate internal controls could result in inaccurate financial reporting. Navitas could be subject to domestic or international changes in tax laws, tax rates or the adoption of new tax legislation, or it could otherwise have exposure to additional tax liabilities, which could adversely affect Navitas' business, results of operations, financial condition or future profitability. Navitas is a tax resident of, and is subject to tax in, both the United States and Ireland. While Navitas intends to pursue relief from double taxation under the double tax treaty between the United States and Ireland, there can be no assurance that such efforts will be successful. Accordingly, the status of Navitas as a tax resident in the U.S. and Ireland may result in an increase in its cash tax obligations and effective tax rate, which increase may be material. As a consequence of Navitas being treated as an inverted domestic corporation under the Homeland Security Act, the U.S. federal government and certain state and local governments may refrain from entering into contracts with Navitas in the future, which could substantially decrease the value of Navitas' business and, accordingly, the value of LOKB common shares. Navitas may not be able to adequately protect its intellectual property rights. If Navitas fails to adequately enforce or defend its intellectual property rights, its business may be harmed. Navitas may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately cover the full scope of Navitas' business or permit Navitas to gain or keep any competitive advantage. If Navitas infringes or misappropriates, or is accused of infringing or misappropriating, the intellectual property rights of third parties, it may incur substantial costs or prevent Navitas from being able to commercialize new products. Navitas' ability to design and introduce new products in a timely manner is dependent upon third-party IP, including "open source" software. Certain software that Navitas uses in its products is licensed from third parties and may not be available to Navitas in the future, which may delay product development and production or cause Navitas to incur additional expense. Navitas' business is exposed to the risks associated with litigation, investigations and regulatory proceedings. O Navitas Semiconductor 2021 In connection with the restructuring of Navitas in 2020, substantially all of the intellectual property and other intangible assets of Navitas were sold from a subsidiary of the Navitas group to Navitas Semiconductor Limited. Navitas is in the process of obtaining third-party valuations of the transferred assets to support the purchase price paid for such assets. However, there can be no assurance that the relevant taxing authorities will agree with the purchase price ascribed to the transferred assets, and an adjustment to the purchase price could adversely impact Navitas' tax position. As a result of plans to expand Navitas' business operations, including to jurisdictions in which tax laws may not be favorable, LOKB's and Navitas' obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect Navitas' after-tax profitability and financial results. Navitas' ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes. 41
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