AI English summary of an SEC filing — figures as filed
Marvell Technology MRVLMarvell Technology entered into an Agreement and Plan of Reorganization with Celestial AI Inc., with upfront consideration at closing consisting of approximately $1.0 billion in cash and approximately 27.2 million shares of common stock valued at approximately $2.25 billion.
Key points
AI summaryMarvell Technology entered into an Agreement and Plan of Reorganization with Celestial AI Inc., with upfront consideration at closing consisting of approximately $1.0 billion in cash and approximately 27.2 million shares of common stock valued at approximately $2.25 billion.
The company said it will pay up to approximately 27.2 million additional shares of common stock, having a value of up to approximately $2.25 billion, upon achievement of revenue milestones. The first milestone, representing 1 of 3 of the earnout consideration, will be achieved if Celestial AI reaches cumulative revenue of at least $500 million by the end of fiscal 2029.
The company said the shares have not been registered under the Securities Act and will be issued in reliance on the exemption provided by Section 4(a)(2), and will be registered pursuant to a registration rights agreement following closing. The transaction received Board approval and is expected to close in Q1 2026.
The company said meaningful revenue contributions from Celestial AI will begin in the second half of fiscal 2028, reaching an annualized run rate of $500 million in Q4 of fiscal 2028 and $1 billion in Q4 of fiscal 2029.
Summary
AI-writtenAnalysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Celestial AI Acquisition Consideration Structure
Marvell Technology entered into an Agreement and Plan of Reorganization with Celestial AI Inc., with upfront consideration at closing consisting of approximately $1.0 billion in cash and approximately 27.2 million shares of common stock valued at approximately $2.25 billion.
Source · Based on the filing body and exhibits
Revenue Milestone Contingent Stock Consideration
The company said it will pay up to approximately 27.2 million additional shares of common stock, having a value of up to approximately $2.25 billion, upon achievement of revenue milestones. The first milestone, representing 1 of 3 of the earnout consideration, will be achieved if Celestial AI reaches cumulative revenue of at least $500 million by the end of fiscal 2029.
Source · Based on the filing body and exhibits
Unregistered Share Issuance Method and Closing Timeline
The company said the shares have not been registered under the Securities Act and will be issued in reliance on the exemption provided by Section 4(a)(2), and will be registered pursuant to a registration rights agreement following closing. The transaction received Board approval and is expected to close in Q1 2026.
Source · Based on the filing body and exhibits
Celestial AI Revenue Contribution Outlook
The company said meaningful revenue contributions from Celestial AI will begin in the second half of fiscal 2028, reaching an annualized run rate of $500 million in Q4 of fiscal 2028 and $1 billion in Q4 of fiscal 2029.
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.
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