AI English summary of an SEC filing — figures as filed
On December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.
Key points
AI summaryOn December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.
The company entered into a Transaction Agreement with Amazon.com, Inc. and issued to Amazon a warrant to acquire up to 1,045,171 shares of Company common stock.
The company said the Warrant Shares vest based on Amazon's purchases of photonic fabric products through December 31, 2030, and the Warrant may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before December 2, 2031, at a purchase price per share of $87.0029.
The company said the Transaction Agreement includes customary representations, warranties and covenants of the parties and sets forth certain provisions relating to Amazon's equity interest in the Company. It added that the Warrant and the Warrant Shares have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Definitive Agreement to Acquire Celestial AI Inc.
On December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.
Source · Based on the filing body and exhibits
Warrant Issued to Amazon
The company entered into a Transaction Agreement with Amazon.com, Inc. and issued to Amazon a warrant to acquire up to 1,045,171 shares of Company common stock.
Source · Based on the filing body and exhibits
Warrant Vesting and Exercise Terms
The company said the Warrant Shares vest based on Amazon's purchases of photonic fabric products through December 31, 2030, and the Warrant may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before December 2, 2031, at a purchase price per share of $87.0029.
Source · Based on the filing body and exhibits
Transaction Agreement Provisions and Unregistered Issuance
The company said the Transaction Agreement includes customary representations, warranties and covenants of the parties and sets forth certain provisions relating to Amazon's equity interest in the Company. It added that the Warrant and the Warrant Shares have not been registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
Loading the filing text…