UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

TRANSPHORM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

Transphorm, Inc.

75 Castilian Drive

Goleta, California 93117

To the Stockholders of Transphorm, Inc.:

You are cordially invited to attend a special meeting of stockholders (which is referred to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Transphorm, Inc, a Delaware corporation (which is referred to as “Transphorm”). The special meeting will be held on [●], 2024, at [●], Pacific Daylight Time. You may attend the special meeting via a live interactive webcast on the internet at [●]. You will be able to listen to the special meeting live and vote online. Transphorm believes that a virtual meeting provides expanded access, improved communication, and cost savings for Transphorm’s stockholders.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated January 10, 2024 (which is referred to as the “merger agreement”), by and among Renesas Electronics America Inc., a California corporation (which is referred to as “Renesas”), Travis Merger Sub, Inc., a Delaware corporation (which is referred to as “Merger Sub”), Renesas Electronics Corporation, a Japanese corporation (which is referred to as “Guarantor”), which is only a party for the purposes set forth in Section 9.17 of the merger agreement, and Transphorm. The merger of Merger Sub (a wholly owned subsidiary of Renesas) with and into Transphorm is referred to as the “merger.” At the special meeting, you will also be asked to consider and vote on a proposal for the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If the merger is completed, you will be entitled to receive $5.10 in cash, without interest and subject to any applicable withholding taxes, for each share of Transphorm common stock that you own (unless you have properly exercised your appraisal rights). This amount represents a premium of approximately 35 percent over Transphorm’s closing stock price on January 10, 2024, the last full trading day prior to the public announcement that Transphorm entered into the merger agreement.

Transphorm’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Transphorm and its stockholders; and (2) adopted and approved the merger agreement, the merger, and the other transactions contemplated by the merger agreement in all respects.

Transphorm’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

The accompanying proxy statement provides detailed information about the special meeting, the merger agreement, the merger, and the proposals to be considered at the special meeting. A copy of the merger agreement is attached as Annex A to the proxy statement.

The accompanying proxy statement also describes the actions and determinations of Transphorm’s Board of Directors in connection with its evaluation of the merger agreement and the merger. Please read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the special meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, which, if a quorum is present, will have the same effect as a vote against the proposal to adopt the merger agreement.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Without your instructions, your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting, and your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, which, if a quorum is present, will have the same effect as a vote against the proposal to adopt the merger agreement.

Your vote is very important, regardless of the number of shares that you own.

If you have any questions or need assistance voting your shares, please contact Transphorm’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-5068

Banks and Brokers Call: (212) 257-2543

Email: TGAN@dfking.com

On behalf of Transphorm’s Board of Directors, thank you for your support of Transphorm.

The accompanying proxy statement is dated [●], 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [●], 2024.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

Transphorm, Inc.

75 Castilian Drive

Goleta, California 93117

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON [●], 2024

Notice is given that a special meeting of stockholders (which is referred to, together with any adjournment, postponement, or other delay thereof, as the “special meeting”) of Transphorm, Inc., a Delaware corporation (which is referred to as “Transphorm”), will be held on [●], 2024, at [●], Pacific Daylight Time, for the following purposes:

The special meeting will be held by means of a live interactive webcast on the internet at [●]. By accessing that web address and using the control number found on your proxy card, you will be able to listen to the special meeting live and vote online. The special meeting will begin promptly at [●], Pacific Daylight Time. Online check-in will begin a few minutes prior to the special meeting. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares).

Only Transphorm stockholders as of the close of business on [●], 2024, are entitled to notice of, and to vote at, the special meeting.

The merger of Merger Sub (a wholly owned subsidiary of Renesas) with and into Transphorm is referred to as the “merger.”

Transphorm’s Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement and approval of the merger; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Transphorm stockholders of record or beneficial owners who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the “fair value” of their shares of Transphorm common stock (exclusive of any elements of value arising from the accomplishment or expectation of the merger and together with interest (as described in the accompanying proxy statement) to be paid on the amount determined to be “fair value”) in lieu of receiving $5.10 per share in cash, without interest and subject to any applicable withholding taxes, for each share of Transphorm common stock that they own if the merger is completed, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (which is referred to as the “DGCL”). To do so, a Transphorm stockholder of record or beneficial owner must properly demand appraisal before the vote is taken on the merger agreement and comply with all other requirements of the

DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. A copy of Section 262 of the DGCL is available as a publicly available electronic resource, which may be accessed without subscription or cost, at the following hyperlink: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Even if you plan to attend the special meeting, please sign, date, and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, which, if a quorum is present, will have the same effect as a vote against the proposal to adopt the merger agreement.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Without your instructions, your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting, and your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, which, if a quorum is present, will have the same effect as a vote against the proposal to adopt the merger agreement.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

TRANSPHORM, INC.

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD VIRTUALLY VIA WEBCAST ON [●], 2024

This proxy statement is dated [●], 2024, and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [●], 2024.

TABLE OF CONTENTS

YOUR VOTE IS IMPORTANT

EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) OVER THE INTERNET; (2) BY TELEPHONE; OR (3) BY SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD (A PREPAID REPLY ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE). You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting.

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker, or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the special meeting. Without your instructions, your bank, broker, or other nominee cannot vote on any of the proposals to be considered at the special meeting, and your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, which, if a quorum is present, will have the same effect as a vote against the proposal to adopt the merger agreement.

If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker, or other nominee, you must obtain a “legal proxy” from the bank, broker, or other nominee that holds your shares in order to vote at the special meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the internet or by telephone; or (3) vote by virtual ballot during the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting or be voted at the special meeting, which, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement but will have no effect on the proposal to adjourn the special meeting if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

You are encouraged to read this proxy statement and its annexes, including all documents incorporated by reference into this proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting, or this proxy statement, would like additional copies of this proxy statement, or need help voting your shares, please contact Transphorm’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd floor

New York, NY 10005

Stockholders Call Toll Free: (800) 967-5068

Banks and Brokers Call: (212) 257-2543

Email: TGAN@dfking.com

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the merger, the merger agreement, and the special meeting. These questions and answers may not address all questions that are important to you. You are encouraged to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents referred to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find More Information.”

This proxy statement, which you should read carefully, contains important information about the merger, the merger agreement, the special meeting, and the matters to be voted on at the special meeting. The enclosed materials allow you to submit a proxy to vote your shares of Transphorm common stock without attending the special meeting and to ensure that your shares of Transphorm common stock are represented and voted at the special meeting.

Your vote is very important. Even if you plan to attend the special meeting, you are encouraged to submit a proxy as soon as possible.

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The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) attend and vote at the special meeting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your bank, broker, or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote at the special meeting will not have any effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, except to the extent that such failure affects obtaining a quorum at the meeting. If you hold your shares in “street name,” the failure to instruct your bank, broker, or other nominee how to vote your shares will not have any effect on this proposal, except to the extent that such failure affects obtaining a quorum at the meeting. In all cases, abstentions will have the same effect as a vote “AGAINST” this proposal.

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In specified circumstances in which the merger agreement is terminated, Transphorm has agreed to pay Renesas (or its designee) a termination fee. Further, in specified circumstances in which the merger agreement is terminated, Renesas has agreed to pay Transphorm a termination fee.

For more information, see the section of this proxy statement captioned “The Merger Agreement—Termination Fees and Remedies.”

If your shares are held through a bank, broker, or other nominee, you are considered the “beneficial owner” of shares of Transphorm common stock held in “street name.” If you are a beneficial owner of shares of Transphorm common stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker, or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker, or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Transphorm common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

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Even if you plan to attend the special meeting, you are strongly encouraged to vote your shares of Transphorm common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Transphorm common stock at the special meeting even if you have previously voted by proxy. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting instruction form provided by your bank, broker, or other nominee, or, if such a service is provided by your bank, broker, or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker, or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker, or nominee. However, because you are not the stockholder of record, you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting.

If you hold your shares of Transphorm common stock in “street name,” you should contact your bank, broker, or other nominee for instructions regarding how to change your vote.

Even if you plan to attend the special meeting, to ensure that your shares will be represented at the special meeting, you are encouraged to sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the special meeting and vote at the special meeting, your vote will revoke any proxy previously submitted.

If, as of the record date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the special meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the special meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Without your instructions, your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting, and your shares will not be counted for purposes of determining whether a quorum is present at the special meeting, which, if a quorum is present, will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement.

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If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Transphorm Board with respect to each proposal. This means that they will be voted: (1) “FOR” the adoption of the merger agreement and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If you hold your shares of Transphorm common stock in book-entry form, you will not receive a letter of transmittal. Instead, the payment agent will pay you the appropriate portion of the merger consideration upon receipt of a customary “agent’s message” and any other items specified by the payment agent.

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You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

A Non-U.S. holder (as defined in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Transphorm common stock for cash in the merger unless such Non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the Non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

Because particular circumstances may differ, Transphorm recommends that you consult your tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular

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circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. This discussion is provided for general information only and does not constitute legal advice to any holder. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Consequences of the Merger.”

Transphorm and Renesas each filed or caused to be filed the requisite notification forms under the HSR Act with the FTC and the DOJ on January 25, 2024. The applicable waiting period under the HSR Act is scheduled to expire at 11:59 p.m., Eastern Standard Time on February 26, 2024.

Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “The Merger—Appraisal Rights.”

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D.F. King & Co., Inc.

48 Wall Street, 22^nd Floor

New York, NY 10005

Stockholders Call Toll-Free: (800) 967-5068

Banks and Brokers Call: (212) 257-2543

Email: TGAN@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement, the documents referred to in this proxy statement and the information included in oral statements or other written statements made or to be made by Transphorm or on Transphorm’s behalf may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are intended to be covered by the safe harbor created by such sections and other applicable laws. Such forward-looking statements include statements relating to Transphorm’s strategy, goals, future focus areas, and the value of the proposed transaction to Transphorm’s stockholders. These forward-looking statements are based on Transphorm’s management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include all statements that are not historical facts and may be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or similar expressions and the negatives of those terms. These forward-looking statements involve risks and uncertainties, including statements regarding: the merger, including the expected timing of the closing of the merger; considerations taken into account by the Transphorm Board in approving the merger; and expectations for Transphorm following the closing of the merger.

If any of these risks or uncertainties materialize, or if any of Transphorm’s assumptions prove incorrect, Transphorm’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with:

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All forward-looking statements contained or referred to in this proxy statement are based on information available to Transphorm as of the date of this proxy statement, and Transphorm does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date of this proxy statement, except as required by law. Transphorm expressly qualifies in their entirety all forward-looking statements attributable to either Transphorm or any person acting on Transphorm’s behalf by the cautionary statements contained or referred to in this proxy statement.

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THE SPECIAL MEETING

Date, Time, and Place

Transphorm will hold the special meeting on [●], 2024, at [●], Pacific Daylight Time. You may attend the special meeting via a live interactive webcast on the internet at [●]. You will be able to listen to the special meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). Transphorm believes that a virtual meeting provides expanded access, improved communication, and cost savings for Transphorm’s stockholders.

If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Purpose of the Special Meeting

At the special meeting, Transphorm will ask stockholders to (1) vote on a proposal to adopt the merger agreement, (2) vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting, and (3) transact any other business that may properly come before the special meeting.

Attending the Special Meeting

The special meeting will begin at [●], Pacific Daylight Time. Online check-in will begin a few minutes prior to the special meeting. You are encouraged to access the meeting prior to the start time.

As the special meeting is virtual, there will be no physical meeting location. To attend the special meeting, log in at [●]. You will need the control number found on your proxy card or voting instruction form in order to participate in the special meeting (including voting your shares). If you encounter technical difficulties accessing the special meeting or during the special meeting, a support line will be available on the login page of the special meeting website.

Once online access to the special meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the special meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints and any rules of conduct adopted with respect to the special meeting.

Record Date; Shares Entitled to Vote; Quorum

Only Transphorm’s stockholders as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. A list of stockholders of record entitled to vote at the special meeting will be available for inspection by stockholders for any purpose germane to the special meeting at Transphorm’s principal executive offices located at 75 Castilian Drive, Goleta, California 93117, during regular business hours for a period of 10 days ending on the day before the date of the special meeting. You will need the control number included on your proxy card or otherwise provided by your bank, broker, or other nominee to access the stockholder list during the special meeting.

As of the record date, there were [●] shares of Transphorm common stock issued and outstanding and entitled to vote at the special meeting. Each share of Transphorm common stock issued and outstanding as of the close of business on the record date is entitled to one vote per share on each matter properly submitted for a vote at the special meeting.

The holders of a majority of the voting power of Transphorm common stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at the special meeting.

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Vote Required; Abstentions and Broker Non-Votes

Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the issued and outstanding shares of Transphorm common stock as of the record date. Adoption of the merger agreement by Transphorm’s stockholders is a condition to the closing of the merger.

Approval of the proposal to adjourn the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting requires the affirmative vote of a majority of the voting power of the shares of Transphorm common stock present in person or represented by proxy at the special meeting and entitled to vote on the proposal.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted (1) “AGAINST” the proposal to adopt the merger agreement, and (2) “AGAINST” the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Abstentions will be counted as present for purposes of determining whether a quorum exists.

A “broker non-vote” generally occurs when a bank, broker, or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker, or other nominee has not received your voting instructions and lacks discretionary power to vote your shares. Transphorm does not expect any “broker non-votes” at the special meeting because none of the proposals are considered routine. If there are broker non-votes, each broker non-vote will be counted for the purpose of determining whether a quorum is present and will count as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Shares Held by Transphorm’s Directors

As of the record date, Transphorm’s directors, in their capacities as stockholders of Transphorm, beneficially owned and were entitled to vote, in the aggregate, 521,490 shares of Transphorm common stock, representing less than one percent of the total issued and outstanding shares of Transphorm common stock as of the record date.

As of the date of this proxy statement, Transphorm has not been informed that any of Transphorm’s directors intend to vote all of their shares of Transphorm common stock other than (1) “FOR” the adoption of the merger agreement, and (2) “FOR” the adjournment of the special meeting, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Voting of Proxies

If your shares are registered in your name with Transphorm’s transfer agent, Pacific Stock Transfer Company, you may vote your shares by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience), or you may vote at the special meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone.

If you attend the special meeting and wish to vote at the special meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the special meeting. You are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote at the special meeting, your vote will revoke any previously submitted proxy.

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All shares represented by properly signed and dated proxy cards (or proxies granted electronically over the internet or by telephone) will, if received before the special meeting, be voted at the special meeting in accordance with the instructions of the stockholder. Properly signed and dated proxy cards (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted (1) “FOR” adoption of the merger agreement, and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

If your shares are held in “street name” through a bank, broker, or other nominee, you may vote through your bank, broker, or other nominee by completing and returning the voting instruction form provided by your bank, broker, or other nominee. You may also attend the special meeting and vote at the special meeting if you have a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting. If available from your bank, broker, or other nominee, you may vote over the internet or telephone through your bank, broker, or other nominee by following the instructions on the voting instruction form provided by your bank, broker, or other nominee. If you do not (1) return your bank’s, broker’s, or other nominee’s voting instruction form; (2) vote over the internet or by telephone through your bank, broker, or other nominee; or (3) attend the special meeting and vote at the special meeting with a “legal proxy” from your bank, broker, or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the merger agreement. It will not, however, have any effect on the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

If you have submitted a proxy, your attendance at the special meeting, in the absence of voting at the special meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Transphorm common stock in “street name” through a bank, broker, or other nominee, you should contact your bank, broker, or other nominee for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a “legal proxy” from your bank, broker, or other nominee giving you the right to vote your shares at the special meeting.

Any adjournment, postponement, or other delay of the special meeting, including for the purpose of soliciting additional proxies, will allow Transphorm’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned, postponed or delayed.

The Transphorm Board’s Recommendation

The Transphorm Board, after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Transphorm Board and Reasons for the Merger,” has unanimously: (1) determined that the merger agreement, and the other transactions contemplated by the merger

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agreement, including the merger, are advisable and in the best interests of Transphorm and its stockholders; (2) adopted and approved the execution and delivery of the merger agreement by Transphorm, the performance by Transphorm of its covenants in the merger agreement, and the consummation of the merger, in each case, upon the terms and subject to the conditions set forth in the merger agreement; (3) directed that the adoption of the merger agreement be submitted to a vote of the Transphorm stockholders at the special meeting; and (4) resolved to recommend that the Transphorm stockholders vote in favor of the adoption of the merger agreement in accordance with the DGCL.

The Transphorm Board unanimously recommends that you vote (1) “FOR” the adoption of the merger agreement and approval of the merger, and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Adjournment

In addition to the proposal to adopt the merger agreement, Transphorm’s stockholders are also being asked to approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional votes or proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the merger agreement. If a quorum is not present, the chairperson of the special meeting or the stockholders entitled to vote at the special meeting, present in person or represented by proxy, may adjourn the special meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. The chairperson may also adjourn the meeting to another place, if any, date or time, even if a quorum is present. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, Transphorm’s stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the special meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Transphorm. Transphorm has retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $9,500, plus reasonable out-of-pocket expenses. Generally, Transphorm will indemnify this firm against losses arising out of its provision of these services on Transphorm’s behalf. Renesas has agreed to reimburse Transphorm for any payments made to this firm. In addition, Transphorm may reimburse banks, brokers and other nominees representing beneficial owners of shares of Transphorm common stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Transphorm’s directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid to such individuals for such services.

Anticipated Date of Completion of the Merger

Transphorm currently expects to complete the merger in the second half of 2024. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of Transphorm’s control.

Appraisal Rights

If the merger is consummated, Transphorm’s stockholders (including beneficial owners of shares of capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) continuously hold of record or beneficially own their shares through the effective time of the merger; (3) properly perfect appraisal of their shares; (4) meet certain other conditions and statutory requirements described in this proxy statement; and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their

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shares in connection with the merger under Section 262 if certain conditions set forth in Section 262(g) of the DGCL are satisfied. This means that such persons will be entitled to seek appraisal of their shares by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Transphorm common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective time of the merger through the date of payment of the judgment at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment, compounded quarterly (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person seeking appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. Due to the complexity of the appraisal process, persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Persons considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the merger agreement if they did not seek appraisal of their shares.

For information on exercising appraisal rights, see the section of this proxy statement captioned “The Merger – Appraisal Rights.”

Other Matters

At this time, Transphorm knows of no other matters to be voted on at the special meeting. If any other matters properly come before the special meeting and you deliver a proxy to Transphorm, your shares of Transphorm common stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

Householding of Special Meeting Materials

Transphorm has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address and last name will receive only one copy of this proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees, and the use of natural resources. Each stockholder who participates in householding will continue to be able to access or receive a separate proxy card. If you wish to receive a separate set of Transphorm’s disclosure documents at this time, please notify Transphorm by sending a written request to Corporate Secretary, 75 Castilian Drive, Goleta, California 93117, or by telephone at (805) 456-1300.

If you are a stockholder who has multiple accounts in your name or you share an address with other stockholders and would like to receive a single set of Transphorm’s disclosure documents for your household, you may notify your broker, if your shares are held in a brokerage account, or you may contact Transphorm’s Corporate Secretary using the contact method above, if you hold registered shares.

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Questions and Additional Information

If you have any questions concerning the merger, the special meeting, or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of Transphorm common stock, please contact Transphorm’s proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd floor

New York, NY 10005

Stockholders Call Toll Free: (800) 967-5068

Banks and Brokers Call: (212) 257-2543

Email: TGAN@dfking.com

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THE MERGER

The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information provided in this proxy statement. Therefore, this discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Parties Involved in the Merger

Transphorm, Inc.

75 Castilian Drive

Goleta, California 93117

(805) 456-1300

Transphorm is a global semiconductor company founded in 2007. Transphorm is a pioneer and market and technology leader, in the wide-bandgap GaN power electronics field for high voltage power conversion applications. Transphorm delivers high-quality and reliable GaN devices with high performance, while providing application design support to a growing customer base. Transphorm’s GaN devices allow customers to design smaller, lighter and cooler power systems that create increased functional value in end products including smartphone power adapters/fast-chargers, power supplies for datacenter servers/communication, industrial power converters, and chargers/converters/inverters for electric vehicles, among other applications. Transphorm deploys its unique vertically-integrated innovation model that leverages one of the industry’s most experienced GaN engineering teams (with over 300 years of combined experience) at every development stage: device design, materials growth, device fabrication, packaging, circuits and application support. This approach is backed by one of the GaN power industry’s largest intellectual property portfolios with access to over 1,000 world-wide patents. Transphorm’s innovations are designed to move power electronics beyond the limitations of silicon and provide Transphorm’s customers with the potential to achieve higher efficiency (e.g., titanium-class performance in power supplies), higher power density and, in some designs, an overall lower system cost.

Transphorm common stock is listed on the Nasdaq under the symbol “TGAN.”

Renesas Electronics America Inc.

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku,

Tokyo 135-0061, Japan

03-6773-3000

Renesas is a California corporation and a wholly owned subsidiary of Guarantor.

Travis Merger Sub, Inc.

c/o Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku,

Tokyo 135-0061, Japan

03-6773-3000

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Renesas. Merger Sub was formed on January 3, 2024, solely for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the merger agreement. Upon completion of the merger, Merger Sub will cease to exist and Transphorm will continue as the surviving corporation.

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Renesas Electronics Corporation

3-2-24, Toyosu, Koto-ku,

Tokyo 135-0061, Japan

Guarantor is a corporation organized under the laws of Japan (kabushiki kaisha). Guarantor is a premier supplier of advanced semiconductor solutions and delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live – securely and safely.

Guarantor’s common stock is listed on the Tokyo Stock Exchange under code 6723.

Renesas and Merger Sub are each affiliated with Guarantor. In connection with the transactions contemplated by the merger agreement, Guarantor has guaranteed the due and punctual payment and performance of each of the covenants, obligations and agreements of Renesas and Merger Sub set forth in the merger agreement.

Effects of the Merger

Upon the terms and subject to the conditions of the merger agreement, and in accordance with the DGCL, at the effective time of the merger, (1) Merger Sub will merge with and into Transphorm; (2) the separate corporate existence of Merger Sub will cease; and (3) Transphorm will continue as the surviving corporation of the merger and a wholly owned subsidiary of Renesas.

As a result of the merger, Transphorm will cease to be a publicly traded company, Transphorm common stock will be delisted from the Nasdaq and deregistered under the Exchange Act and Transphorm will no longer file periodic reports, current reports and proxy and information statements with the SEC with respect to Transphorm common stock. If the merger is completed, you will not own any shares of capital stock of the surviving corporation.

The effective time of the merger will occur upon the filing of a certificate of merger with, and acceptance of that certificate by, the Secretary of State of the State of Delaware (or at a later time as Transphorm, Renesas and Merger Sub may agree and specify in such certificate of merger, in accordance with the DGCL).

Effect on Transphorm if the Merger is Not Completed

If the merger agreement is not adopted by Transphorm’s stockholders, or if the merger is not completed for any other reason, Transphorm’s stockholders will not receive any payment for their shares of Transphorm common stock in connection with the merger. Instead, (1) Transphorm will remain an independent public company; (2) Transphorm common stock will continue to be listed and traded on the Nasdaq and registered under the Exchange Act; and (3) Transphorm will continue to file periodic reports with the SEC. In addition, if the merger is not completed, Transphorm expects that: (A) Transphorm’s management will continue to operate the business as it is currently being operated; and (B) Transphorm’s stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Transphorm operates and adverse economic conditions.

Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, there can be no assurance as to the price at which Transphorm common stock may trade, and the price of Transphorm common stock could decline significantly.

Accordingly, there can be no assurance as to the effect of the merger not being completed on the future value of your shares of Transphorm common stock. If the merger is not completed, the Transphorm Board will continue to evaluate and review, among other things, Transphorm’s business, operations, strategic direction, and capitalization, and will make whatever changes it deems appropriate. If the merger agreement is not adopted by Transphorm’s stockholders or if the merger is not completed for any other reason, Transphorm’s business, prospects or results of operation may be adversely impacted.

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In specified circumstances in which the merger agreement is terminated, Transphorm has agreed to pay Renesas (or its designee) the applicable termination fee. Further, in specified circumstances in which the merger agreement is terminated, Renesas has agreed to pay Transphorm the applicable termination fee.

Effect of the Merger on Transphorm Common Stock

Upon the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger:

At or prior to the closing, Renesas will deposit (or cause to be deposited) with the payment agent an amount of cash that is sufficient in the aggregate to pay the aggregate per share price. Once a stockholder has provided the payment agent with his, her, or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the payment agent, then the payment agent will pay the stockholder his, her, or its applicable portion of the aggregate per share price. For more information, see the section of this proxy statement captioned “The Merger Agreement—Payment Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of Transphorm’s stockholders will have the right to receive the per share price for each share of Transphorm common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Transphorm stockholder (except that Transphorm’s stockholders holding shares with respect to which an appropriate person has properly and validly exercised and perfected, and has not validly withdrawn or otherwise lost their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described below in the section of this proxy statement captioned “—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Transphorm Board, the Strategic Committee (as defined below), Transphorm’s representatives, and other parties.

The Transphorm Board regularly evaluates Transphorm’s strategic direction and ongoing business plans with a view toward growing Transphorm’s business to achieve profitability and enhance stockholder value. As part of

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this evaluation, the Transphorm Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the continuation of, and potential improvements to, Transphorm’s current business plan, with Transphorm remaining an independent company; (2) capital raising activities; (3) potential expansion opportunities through investments, acquisitions, partnerships, licensing agreements or other commercial relationships; and (4) business combinations, acquisitions and other financial and strategic alternatives, including a sale of Transphorm. In addition, Transphorm management regularly holds introductory and informational meetings with financial advisors (including BofA Securities), actual and potential investors in Transphorm, and other industry participants, including financial buyers and strategic counterparties that may have an interest in engaging in a strategic transaction with Transphorm, for the purpose of discussing, in general terms and based on publicly available information, Transphorm’s business and industry. Transphorm management regularly updates the Transphorm Board with respect to these meetings.

Transphorm has historically struggled to maintain sufficient working capital to fund its ongoing operations. The Transphorm Board regularly considers Transphorm’s working capital needs, as well as transactions that could provide Transphorm with sufficient working capital to execute its business plan. At times, Transphorm’s limited working capital has impacted its ability to compete for and win new business, with potential customers expressing concerns about Transphorm’s scale and ability to meet its commitments.

In February 2023, representatives of a potential strategic acquiror (which is referred to as “Party A”) met with Dr. Primit Parikh, who at the time was Transphorm’s President and Chief Operating Officer, to discuss Transphorm’s and Party A’s respective businesses. No specific transaction or proposal was discussed. Dr. Parikh subsequently reported this meeting to the Transphorm Board.

In March 2023, Transphorm attempted to raise new working capital through an equity financing. This offering was not successful, and no working capital was raised.

Also in March 2023, representatives of Party A and Transphorm management (including Dr. Parikh) met to discuss Party A’s preliminary interest in investing in Transphorm. Dr. Parikh subsequently reported this meeting to the Transphorm Board.

In April 2023, Transphorm repaid a $12,000,000 loan that had matured in the ordinary course. This payment substantially decreased Transphorm’s working capital such that, without new debt or equity financing, Transphorm would not have sufficient working capital to get to the end of calendar year 2023.

Also in April 2023, representatives of a potential strategic acquiror (which is referred to as “Party B”) met with Dr. Parikh to discuss Transphorm’s and Party B’s respective businesses. Party B expressed a preliminary interest in a combination with Transphorm, but no specific terms for a combination were discussed. Dr. Parikh subsequently reported this meeting to the Transphorm Board.

Still later in April 2023, representatives of Party B, together with representatives of Party B’s financial advisor, contacted Dr. Parikh to express Party B’s preliminary interest in a combination with Transphorm. No specific terms for a combination were discussed, but Dr. Parikh did offer his opinion that, to position the combined company for success, it would need to have a robust working capital balance at the closing of the combination. Dr. Parikh subsequently reported this contact to the Transphorm Board. From time to time following this discussion, representatives of Party B contacted Transphorm management (including Dr. Parikh) to reiterate Party B’s interest in exploring a combination with Transphorm. Transphorm management kept the Transphorm Board updated regarding these contacts.

In May 2023, in light of the decline in Transphorm’s working capital balance and the possibility that third parties could have an interest in acquiring, or engaging in a strategic transaction with, Transphorm, the Transphorm Board invited representatives of BofA Securities to a meeting of the Transphorm Board. The representatives of BofA Securities provided BofA Securities’ perspective on recent market interest in GaN, including the identity of

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third parties looking to acquire GaN technology, and reviewed the terms of recent transactions in the GaN space. BofA Securities is well known to the Transphorm Board given BofA Securities’ qualifications, extensive expertise, international reputation, knowledge of the semiconductor industry and experience in advising companies in connection with potential strategic transactions. The Transphorm Board also met separately with representatives of the financial advisor to Party B to receive an overview of Party B and Party B’s perspective on a potential combination with Transphorm. No specific terms for a combination were discussed. After considering a variety of strategic alternatives for Transphorm, the Transphorm Board determined to focus in the near term on addressing Transphorm’s imminent working capital needs while continuing to explore Transphorm’s strategic alternatives. Dr. Parikh subsequently reported to Party B that Transphorm’s immediate priority was to focus on executing its business plan as an independent company.

Also in May 2023, Party A provided Transphorm with a non-binding letter of intent expressing interest in a potential investment by Party A in Transphorm of up to $20,000,000. This investment did not ultimately occur.

On May 10, 2023, the Transphorm Board appointed Dr. Parikh as Chief Executive Officer and as a member of the Transphorm Board, effective as of May 15, 2023.

On June 27, 2023, the Transphorm Board publicly announced that it would undertake a rights offering to raise up to $15,000,000 for working capital purposes. In connection with the public announcement of the rights offering, Transphorm announced that it would also (1) pursue obtaining conventional asset-based financing; and (2) commence a strategic review of opportunities to enhance stockholder value in the second quarter of Transphorm’s fiscal year 2024. The Transphorm Board determined to commence a strategic review process in light of (1) the continuing challenges to maintaining adequate working capital to operate Transphorm’s business; (2) recent acquisitions of companies in the GaN space; and (3) the possibility that a sale of Transphorm could, depending on its terms, be in the best interests of Transphorm and its stockholders relative to the continued execution of Transphorm’s business plan as an independent company.

On July 3, 2023, Shibata Hidetoshi, Guarantor’s Chief Executive Officer, contacted Dr. Parikh to request that Transphorm management inform Renesas when Transphorm commenced its previously announced strategic review process. Renesas and Transphorm are well known to each other, given that Mr. Shibata was, until 2013, a member of the Transphorm Board and representatives of each of Renesas and Transphorm would meet from time to time to discuss, in general terms, ways that the companies could work together. Dr. Parikh subsequently reported this contact to the Transphorm Board.

On July 25, 2023, Transphorm publicly announced that it was able to raise only $7.94 million through the rights offering. Transphorm also publicly re-confirmed its prior announcement regarding the exploration of strategic alternatives later in Transphorm’s fiscal year 2024.

Following the rights offering, Transphorm was unsuccessful in obtaining conventional asset-based financing. Had the rights offering been fully subscribed and the conventional asset-based financing been successful, Transphorm management publicly estimated that Transphorm would have had sufficient working capital to meet Transphorm’s needs into its fiscal year 2025.

On September 13, 2023, the Transphorm Board met, with Transphorm management and representatives of Wilson Sonsini Goodrich & Rosati, Professional Corporation, outside counsel to Transphorm (which is referred to as “Wilson Sonsini”), in attendance. The Transphorm Board discussed an illustrative approach (as provided by BofA Securities) to structuring the strategic review process, including potential acquirers and their potential level of interest in pursuing acquisition discussions with Transphorm. After discussing a variety of potential candidates to serve as financial advisor to Transphorm, as well as BofA Securities’ familiarity with Transphorm’s business, strategy, financial condition and industry, the Transphorm Board (1) determined to request additional information from BofA Securities related to a potential strategic review process, including a potential sale of Transphorm; and (2) instructed Transphorm management to obtain a proposal from BofA Securities to serve as financial advisor to Transphorm.

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On September 21, 2023, the Transphorm Board met, with Transphorm management and representatives of Wilson Sonsini in attendance. The representatives of Wilson Sonsini reviewed with the members of the Transphorm Board their fiduciary duties under Delaware law. To provide assistance to, and oversight of, Transphorm management during the strategic review process, the Transphorm Board established a committee of independent directors (which is referred to as the “Strategic Committee”). The Strategic Committee was formed in light of the benefits, convenience and efficiency of having a subset of directors oversee any process of considering strategic alternatives given the (1) potentially significant workload that could be involved in such process; and (2) possibility that Transphorm management and Transphorm’s advisors could need feedback and direction on relatively short notice. The Strategic Committee was not formed due to any actual or perceived conflict of any director or officer of Transphorm. The Transphorm Board delegated to the Strategic Committee the full power and authority of the Transphorm Board to (1) explore, evaluate and consider any strategic transaction; (2) explore, evaluate, consider, review, negotiate and, as appropriate, recommend to the Transphorm Board for approval, the terms and conditions of a strategic transaction involving Transphorm; (3) supervise and direct discussions and negotiations related to a strategic transaction involving Transphorm; (4) authorize and direct Transphorm management, employees and advisors in connection with a strategic transaction; and (5) take or approve any and all actions that the Strategic Committee deemed necessary, appropriate, desirable, useful, helpful or convenient in connection with a strategic transaction. The Transphorm Board retained the exclusive power and authority to approve the final decision to enter into any definitive agreement for a strategic transaction. In addition, the Strategic Committee was authorized by the Transphorm Board to engage, oversee and direct advisors to assist with the strategic review process. The Transphorm Board appointed Julian Humphreys, Katharina McFarland and Kelly Smales to the Strategic Committee, with Dr. Humphreys serving as chair. These members of the Transphorm Board were selected because of, among other things, their substantial familiarity with Transphorm and its business and their experience in similar circumstances. The Transphorm Board did not provide for the payment of any new or additional compensation to the members of the Strategic Committee in connection their service on the Strategic Committee.

At its September 21, 2023 meeting, the Transphorm Board again reviewed an illustrative approach (as provided by BofA Securities) to structuring the strategic review process, including potential acquirers and their potential level of interest in pursuing acquisition discussions with Transphorm. The Transphorm Board determined to commence the strategic review process by contacting the most likely potential acquirers of Transphorm concerning their interest in an acquisition, and decided that BofA Securities should use its judgment to appropriately sequence such contacts. In making that determination, the Transphorm Board was aware that financial buyers were likely to have little to no interest in pursuing an acquisition of Transphorm given its history of losses and limited ability to service any acquisition-related debt. In that regard, the Transphorm Board noted that Kohlberg Kravis Roberts & Co. L.P. (which, together with its affiliates, is referred to as “KKR”), had informed the Transphorm Board that it was not interested in participating in the strategic review process; KKR is one of the largest and most sophisticated financial buyers. Through Phorm Investor, KKR is Transphorm’s largest stockholder. The Transphorm Board (1) reviewed the terms of the proposed engagement of BofA Securities as Transphorm’s financial advisor; (2) determined to proceed with the engagement of BofA Securities; and (3) requested that the Strategic Committee work with Wilson Sonsini to finalize the engagement letter with BofA Securities. The Transphorm Board separately directed Transphorm management to continue its efforts to secure additional working capital.

Following the meeting of the Transphorm Board on September 21, 2023, BofA Securities ultimately engaged with 24 potential strategic acquirers (including Renesas, Party A and Party B) and two financial buyers concerning their interest in an acquisition of Transphorm. As part of this process, Transphorm ultimately entered into confidentiality agreements with 22 potential strategic acquirers (including Renesas, Party A, Party B, Party C (as defined below) and Party E (as defined below)) and two financial buyers (including Party D (as defined below)). All of these confidentiality agreements contained “standstill” provisions restricting the counterparty from making public proposals with respect to an acquisition of Transphorm without Transphorm’s prior consent (which restrictions would terminate upon the occurrence of certain customary events involving Transphorm). None of these confidentiality agreements (1) restricted the counterparty from making confidential

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proposals to the Transphorm Board; or (2) included “don’t ask, don’t waive” provisions prohibiting the counterparty from requesting that Transphorm release the counterparty from its “standstill” restrictions. Both before and after entering into confidentiality agreements, members of Transphorm management met with potential acquirers to discuss Transphorm and its business (with any discussions that occurred prior to entry into a confidentiality agreement being limited to publicly available information). Representatives of BofA Securities frequently attended these meetings. Certain of the potential acquirers had existing relationships with Transphorm, including existing confidentiality agreements (which did not include “standstill” provisions). In the interest of expediency, at times Transphorm elected to have discussions related to the strategic review process under these confidentiality agreements. In addition, given his extensive knowledge of Transphorm and its business, at times certain potential acquirers spoke directly with Dr. Parikh concerning the strategic process. Dr. Parikh regularly updated the Strategic Committee on these conversations.

On October 3, 2023, the Strategic Committee met, with Transphorm management and representatives of Wilson Sonsini in attendance. Transphorm management discussed trends and expectations for Transphorm’s fiscal year 2024 operational and financial results and presented a preliminary draft long-term financial and operating plan for the second half of fiscal year 2024 through fiscal year 2028. The Strategic Committee discussed this draft plan, including with respect to (1) the underlying growth and operating expense assumptions; (2) Transphorm’s current operations and resource limitations; and (3) Transphorm’s working capital requirements. The Strategic Committee requested that Transphorm management prepare additional refinements to the draft plan for continued discussion with the Strategic Committee. The Strategic Committee also considered the final terms of the engagement letter with BofA Securities. The Strategic Committee also reviewed the customary relationship disclosures provided by BofA Securities. The Strategic Committee did not identify any potential or actual conflicts that would affect the ability of BofA Securities to fulfill its responsibilities as Transphorm’s financial advisor. The Strategic Committee approved the engagement letter with BofA Securities. The Strategic Committee also met in executive session, and it was the practice of the Strategic Committee at future meetings to meet in executive session.

Later on October 3, 2023, the engagement letter with BofA Securities was signed.

On October 4, 2023, Transphorm publicly disclosed that it had engaged BofA Securities as Transphorm’s financial advisor in connection with Transphorm’s strategic review process.

Also on October 4, 2023, the Transphorm Board met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities provided an overview of the strategic review process, including the parties contacted and the initial level of interest expressed by each. The Transphorm Board reviewed Transphorm’s working capital balance, and noted that Transphorm had only a few months before its working capital would be exhausted. As such, the Transphorm Board directed Transphorm management, concurrent with the strategic review process, to continue with its efforts to secure additional working capital.

On October 6, 2023, the Strategic Committee met, with Transphorm management and representatives of Wilson Sonsini in attendance. Transphorm management presented a revised draft long-term financial and operating plan for the second half of fiscal year 2024 through fiscal year 2028 that reflected the refinements requested by the Strategic Committee at its prior meeting. The Strategic Committee discussed such draft plan, including with respect to (1) the underlying growth and operating expense assumptions; (2) Transphorm’s current operations and resource limitations; and (3) Transphorm’s working capital requirements. The Strategic Committee requested that Transphorm management prepare additional refinements to the draft plan. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On October 10, 2023, the Strategic Committee met, with Transphorm management and representatives of Wilson Sonsini in attendance. Transphorm management presented a revised draft long-term financial and operating plan for the second half of fiscal year 2024 through fiscal year 2028 that reflected the refinements requested by the

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Strategic Committee at its prior meeting. The Strategic Committee discussed such draft plan, including with respect to (1) the underlying growth and operating expense assumptions; (2) Transphorm’s current operations and resource limitations; and (3) Transphorm’s working capital requirements. The Strategic Committee requested that Transphorm management prepare additional refinements to the draft plan. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On October 17, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. Transphorm management presented a revised draft long-term financial and operating plan for the second half of fiscal year 2024 through fiscal year 2028 that reflected the refinements requested by the Strategic Committee at its prior meeting. The Strategic Committee adopted this October long-range plan, including for purposes of the strategic transaction process (and specifically instructed BofA Securities to provide this plan to a potential acquirer with whom Transphorm management had already spoken as part of the strategic review process). This October long-range plan is referred to as the “October 2023 Long-Term Plan.” Additional information about the preparation and substance of the October 2023 Long-Term Plan is contained in the section of this proxy statement captioned “ —Financial Projections.” The Strategic Committee authorized and ratified Transphorm management and BofA Securities to, as appropriate, provide the October 2023 Long-Term Plan to third parties pursuing a strategic transaction with Transphorm. The representatives of BofA Securities reviewed BofA Securities’ preliminary financial analyses of Transphorm and provided an update on the strategic transaction process, including the level of engagement being expressed by each of the parties contacted to date. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On October 18, 2023, members of Transphorm management met with representatives of Renesas to discuss Transphorm’s business. Representatives of each of BofA Securities and Renesas’ financial advisor attended this meeting.

On October 20, 2023, representatives of Party A informed representatives of BofA Securities that Party A was not interested in pursuing an acquisition of Transphorm because Transphorm did not fit with Party A’s product roadmap.

On October 24, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. Transphorm management noted Party B’s participation in the strategic review process and described Party B’s ongoing (and so far unsuccessful) efforts to obtain financing to support a proposed combination with Transphorm. The representatives of BofA Securities provided an update on the strategic review process and recommended that, as a next step, bid process letters be delivered to each of the potential acquirers who were still actively considering a strategic transaction with Transphorm (which included Renesas and Party B). The Strategic Committee concurred with the recommendation of BofA Securities and directed BofA Securities to deliver bid process letters requesting that initial acquisition proposals be delivered on or before November 16, 2023. The representatives of BofA Securities also discussed the feedback received from a variety of potential acquirers concerning their reasons for not pursuing a transaction with Transphorm. Among the reasons given were (1) the proposed acquisition not being consistent with the party’s strategic or product roadmap; (2) the unpredictability of regulatory outcomes in connection with the proposed acquisition; and (3) product overlap. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On October 26, 2023, BofA Securities distributed bid process letters to each of the potential acquirers who were still actively considering a strategic transaction with Transphorm (which included Renesas and Party B). The bid process letter requested that initial acquisition proposals be submitted no later than November 16, 2023.

On October 27, 2023, members of Transphorm management met with representatives of Renesas to provide financial and regulatory due diligence information regarding Transphorm’s business. Representatives of each of BofA Securities and Renesas’ financial advisor attended this meeting. In the interest of expediency, Transphorm

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elected to have this and prior discussions with Renesas under an existing confidentiality agreement (which did not include “standstill” provisions) entered into between Renesas and Transphorm in connection with general discussions regarding ways that the two companies could work together. As discussions with Renesas progressed, the parties determined that a confidentiality agreement specifically related to the strategic review process was warranted and, on November 15, 2023, Transphorm entered into a confidentiality agreement with Renesas that contained “standstill” provisions restricting Renesas from making public proposals with respect to an acquisition of Transphorm without Transphorm’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Transphorm’s execution of a definitive agreement with a third party to acquire more than 50 percent of Transphorm’s outstanding voting securities). This confidentiality agreement did not (1) restrict Renesas from making confidential proposals to the Transphorm Board; or (2) include “don’t ask, don’t waive” provisions prohibiting Renesas from requesting that Transphorm release Renesas from its “standstill” restrictions.

On October 31, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities provided an update regarding the strategic review process, including as to the current level of engagement of each potential acquirer. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On November 6, 2023, members of Transphorm management met with representatives of Party B to discuss Transphorm’s business and a possible combination of Transphorm and Party B. Representatives of each of BofA Securities and the financial advisor to Party B attended this meeting.

On November 7, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities provided an update regarding the strategic review process, including as to the current level of engagement of each potential acquirer. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

On November 9, 2023, as part of the public announcement of its second quarter results for fiscal year 2024, Transphorm publicly reconfirmed that it had engaged BofA Securities to act as Transphorm’s financial advisor in its strategic review process.

On November 14, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities provided an update regarding the strategic review process, including as to the current level of engagement of each of the potential acquirers. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital. At this and future meetings of the Strategic Committee, the possibility of approaching KKR about providing bridge financing to Transphorm was discussed.

Also on November 14, 2023, representatives of the financial advisor to Party B informed representatives of BofA Securities that Party B was prepared to submit, on or before November 16, 2023, a proposal to combine with Transphorm, and stated that, although Party B had contacted several potential financing sources, Party B had not yet secured committed financing to support the combination.

Also on November 14, 2023, members of Transphorm management met with representatives of Renesas to further discuss Transphorm’s business. Representatives of each of BofA Securities and Renesas’ financial advisor attended this meeting.

On November 16, 2023, Transphorm received five non-binding acquisition proposals:

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On November 20, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities reviewed the terms of each of the non-binding acquisition proposals described above, including with respect to the value and closing certainty of each acquisition proposal. The representatives of BofA Securities provided BofA Securities’ preliminary financial analyses of each acquisition proposal. The representatives of Wilson Sonsini reviewed with the members of the Transphorm Board their fiduciary duties under Delaware law. The representatives of Wilson Sonsini provided preliminary analyses of the regulatory considerations associated with each acquisition proposal, noting that there was a high risk that regulatory approvals could not be obtained, and that a transaction might not be completed, with respect to the proposed transactions with Party D and Party E. With respect to Party B, the Strategic Committee noted the complexity of a transaction between Party B and Transphorm, including that Party B’s proposal contemplated a simultaneous fundraise by Party B (which injected substantial execution risk into the transaction), and that Party B had been unsuccessful in locating a financing source for this fundraise. With respect to Party D, in addition to substantial regulatory risks, the Strategic Committee noted that Party D’s acquisition proposal did not provide any details on the source of Party D’s financing for an acquisition of Transphorm, other than that Party D did not have, and would need to raise, such financing; in the view of the Strategic Committee, this injected substantial additional risk into an acquisition by Party D. With respect to Party E, the Strategic Committee noted the complexity of a transaction between Party E and Transphorm, and that Party E’s proposal omitted significant details on how Party E would complete the transaction, including how Party E would obtain necessary financing; in the view of the Strategic Committee, there was substantial risk to completing a transaction with Party E. The Strategic Committee discussed ways to improve the value of each acquisition proposal and the risks inherent in each proposal. The Strategic Committee noted Transphorm’s working capital level and the lack of success, to that point, by Transphorm management in securing additional working capital. In light of these challenges, the Strategic Committee determined to focus on negotiating a transaction with Renesas or Party C in the near term because both transactions potentially represented, in the opinion of the Strategic Committee, the most expedited and certain path to a transaction that could be in the best interests of Transphorm and its stockholders relative to the continued execution of Transphorm’s business plan as an independent company. However, to maximize flexibility and preserve a competitive dynamic, the Strategic Committee did not wish to terminate discussions with Party B, Party D or Party E. Accordingly, the Strategic Committee instructed Transphorm management and BofA Securities to (1) inform each of Renesas and Party C that each would need to increase the value of its acquisition proposal to remain in the strategic review process; (2) inform each of Party B and Party E that Transphorm preferred an all-cash transaction with a high certainty of closing; (3) provide Party B and Party D with a diligence questionnaire to gather additional information from each

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to allow the Strategic Committee to better understand the regulatory implications of an acquisition of Transphorm by each such party; (4) provide Renesas and Party C with access to a virtual data room containing additional due diligence information; and (5) provide an initial draft of the merger agreement in the virtual data room. The Strategic Committee also discussed the current status of Transphorm’s efforts to secure additional working capital.

Following the meeting of the Strategic Committee, representatives of BofA Securities communicated the perspectives of the Strategic Committee to representatives of each of Renesas, Party B, Party C, Party D and Party E. With respect to Party D, in the weeks that followed the November 20, 2023 meeting of the Strategic Committee, representatives of BofA Securities repeatedly encouraged representatives of Party D to complete the diligence questionnaire provided by Transphorm so that the Strategic Committee could better understand the regulatory implications of an acquisition of Transphorm by Party D. Party D never provided a completed questionnaire, and did not undertake additional substantive engagement in connection with pursuing an acquisition.

On November 21, 2023, the Strategic Committee met, with Transphorm management and representatives of Wilson Sonsini in attendance. The Strategic Committee discussed Transphorm’s current working capital balance, including that Transphorm management anticipated that, without additional financing, Transphorm would run out of cash in early January 2024. Transphorm management reviewed Transphorm’s current options to secure additional working capital, including an equity line of credit, a warrant repricing, a debt financing and the sale of certain assets. The Strategic Committee discussed these various funding options, the certainty of completion of each transaction and the funds to be received from each transaction, and directed Transphorm management to pursue the equity line of credit and warrant repricing. The Strategic Committee also instructed Transphorm management to ask KKR whether it would be willing to provide bridge financing.

On November 22, 2023, Party C notified representatives of BofA Securities in writing that it was increasing its acquisition proposal to $3.98 in cash per share of Transphorm common stock.

On November 24, 2023, members of Transphorm management met with representatives of Party E to discuss Party E’s non-binding proposal to acquire Transphorm. The representatives of Party E stated that Party E was also considering alternative transactions with Transphorm, including a licensing transaction. Representatives of BofA Securities attended this meeting.

Also on November 27, 2023, Renesas notified representatives of BofA Securities in writing that it was increasing its acquisition proposal to $4.70 in cash per share of Transphorm common stock.

On November 28, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities reviewed the revised non-binding acquisition proposals from Renesas and Party C. The Strategic Committee discussed the continuing challenges to reaching a transaction with any of Party B, Party D and Party E, including (1) the regulatory and closing certainty concerns previously identified; and (2) each party’s failure to improve any of the terms of its transaction proposal. The Strategic Committee noted Transphorm’s working capital balance and the lack of success, to that point, by Transphorm management in securing additional working capital. The Strategic Committee discussed the potential merits of contacting additional financial buyers regarding their interest in pursuing an acquisition of Transphorm. The Strategic Committee concluded not to pursue such contacts because (1) financial buyers were likely to have little to no interest in pursuing an acquisition of Transphorm given its history of losses and limited ability to service any acquisition-related debt; and (2) it did not wish to jeopardize the favorable acquisition proposals from Renesas and Party C. The Strategic Committee determined to continue to focus on reaching a transaction with Renesas or Party C (including by providing access to additional due diligence information in a virtual data room) because both transactions represented, in the opinion of the Strategic Committee, the most expedited and certain path to a transaction that could be in the best interests of Transphorm and its stockholders relative to the continued execution of Transphorm’s business plan as an independent company. As before, the Strategic Committee determined not to terminate transaction discussions with Party B, Party D or Party E (including, with respect to Party E, the continuation of discussions regarding alternative transactions between Transphorm and Party E) in order to maximize flexibility and preserve a competitive dynamic.

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Later on November 28, 2023, Renesas, Party C and their respective representatives were granted access to a virtual data room containing operational, financial and legal information regarding Transphorm’s business. From time to time thereafter, Transphorm management and Transphorm’s legal and financial advisors met with representatives of Renesas and Party C and their respective representatives to provide operational, financial and legal due diligence information regarding Transphorm.

On December 1, 2023, BofA Securities posted the initial draft of the merger agreement to the virtual data room.

On December 5, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. Transphorm management described various possible updates to the October 2023 Long-Term Plan to account for (1) Transphorm’s actual second quarter fiscal year 2024 performance; and (2) Transphorm management’s updated assumptions and estimates regarding Transphorm’s third quarter and fourth quarter fiscal year 2024 financial performance. The representatives of BofA Securities provided an update on the due diligence being undertaken by each of Renesas and Party C. The representatives of BofA Securities also reviewed a proposed timeline for the next phase of the strategic review process, and recommended that, as a next step, bid process letters be delivered to Renesas and Party C. The Strategic Committee concurred with the recommendation of BofA Securities and directed BofA Securities to deliver bid process letters requesting that final acquisition proposals be delivered on or before December 22, 2023. The Strategic Committee discussed the current status of Transphorm’s efforts to secure additional working capital.

Later on December 5, 2023, Party B returned a completed diligence questionnaire to BofA Securities. Party B also noted that it was focusing its efforts on identifying financing resources for a potential combination with Transphorm. In the weeks that followed, representatives of BofA Securities periodically requested updates on Party B’s financing efforts, but Party B never provided specific information or an actionable path to any type of transaction with Transphorm.

Still later on December 5, 2023, BofA Securities distributed bid process letters to Renesas and Party C. The bid process letter requested that final acquisition proposals be submitted no later than December 22, 2023.

On December 12, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities provided an update on the due diligence being undertaken by each of Renesas and Party C. Dr. Parikh provided an update regarding ongoing discussions with Party E, including that Party E was continuing to focus its efforts on a licensing transaction. The Strategic Committee discussed the immediate need to secure additional working capital and directed Transphorm management to continue to actively seek additional working capital, including through bridge financing.

On December 19, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. Transphorm management presented a revised version of the October 2023 Long-Term Plan to account for (1) Transphorm’s actual second quarter fiscal year 2024 performance; and (2) Transphorm management’s updated assumptions and estimates regarding Transphorm’s third quarter and fourth quarter fiscal year 2024 financial performance. This December long-range plan is referred to as the “December 2023 Long-Term Plan.” Additional information about the preparation and substance of the December 2023 Long-Term Plan is contained in the section of this proxy statement captioned “—Financial Projections.” The Strategic Committee adopted the December 2023 Long-Term Plan, including for purposes of BofA Securities’ financial analyses of Transphorm, and approved and ratified sharing the December 2023 Long-Term Plan with Renesas and Party C. The representatives of BofA Securities (1) provided an update on the due diligence being undertaken by each of Renesas and Party C; (2) described the relative level of engagement being exhibited by Renesas and Party C (including that Party C was showing significantly less engagement than Renesas); and (3) reported that Renesas had provided a preliminary revised draft of the merger agreement for discussion with Wilson Sonsini. The representatives of BofA Securities also noted that there were no active discussions or updates with respect to Party B or Party D. Dr. Parikh provided an update regarding ongoing discussions with Party E, which remained focused on a licensing transaction. Members of Transphorm

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management described a warrant repricing and equipment sale that Transphorm intended to engage in to secure additional working capital. The Strategic Committee discussed the strategic review process and the urgency with which Transphorm needed to secure additional working capital. It was noted that reaching an agreement for the acquisition of Transphorm in the near term could provide substantial benefits to Transphorm and its stockholders, including by providing Transphorm with an easier path to obtaining additional working capital, which would reduce customer and supplier concerns regarding Transphorm’s viability as an independent company.

Later on December 19, 2023, representatives of Party C informed representatives of BofA Securities that Party C would not submit a final acquisition proposal and was no longer considering an acquisition of Transphorm because Party C had determined that an acquisition of Transphorm was not consistent with Party C’s long-term product and growth objectives.

On December 20, 2023, representatives of Wilson Sonsini, on behalf of Transphorm, and representatives of Renesas’ outside legal counsel discussed the preliminary revised draft of the merger agreement provided by Renesas, including ways that Renesas could improve the legal terms of its acquisition proposal.

On December 21, 2023, Transphorm raised (1) $3,000,000 through the warrant repricing; and (2) $2,100,000 through the sale of certain equipment.

On December 22, 2023, Renesas provided a revised non-binding proposal to acquire Transphorm for $5.10 in cash per share of Transphorm common stock (which is referred to as the “Renesas Final Proposal”).

Also on December 22, 2023, representatives of BofA Securities spoke with representatives of Party B. During this call, the representatives of Party B expressed Party B’s continued interest in a combination with Transphorm, but that Party B remained unable to secure necessary financing.

Later on December 22, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities reviewed the Renesas Final Proposal. The representatives of BofA Securities reviewed the status of the strategic review process, including that, of the five non-binding acquisition proposals submitted, only the Renesas Final Proposal was capable of being accepted. The Strategic Committee discussed (1) the Renesas Final Proposal; (2) Transphorm’s working capital balance, including that the warrant repricing and equipment sale had provided Transphorm with only approximately 10 weeks of additional working capital; (3) the difficulty encountered by Transphorm management in its ongoing efforts to secure additional working capital; (4) the status of discussions to combine with Party B (including that Party B had not obtained necessary financing), Party D (including that Party D had not engaged further in the strategic review process and had not returned the diligence questionnaire) and Party E (including that Party E appeared more focused on a licensing transaction and had not actively pursued discussions to acquire Transphorm); and (5) the feedback received from participants in the strategic review process regarding their respective reasons for not pursuing an acquisition of Transphorm. The Strategic Committee discussed possible responses to the Renesas Final Proposal, including whether to seek an increase in the price per share contemplated by the Renesas Final Proposal. In light of the challenges facing Transphorm in the near term, including the immediate need to secure additional working capital, it was the consensus of the Strategic Committee that (1) a sale of Transphorm in the near term could be in the best interests of Transphorm and its stockholders relative to the continued execution of Transphorm’s business plan as an independent company; and (2) Transphorm’s acute need to secure additional working capital made it imperative that Transphorm enter into a transaction with Renesas as quickly as possible. The Strategic Committee determined not to seek an increase in the per share price to be paid by Renesas and instead to focus on increasing the certainty of closing a transaction with Renesas (including by obtaining an appropriate termination fee from Renesas should the CFIUS approval not be obtained). The Strategic Committee discussed the current status of Transphorm’s efforts to secure additional working capital, including Transphorm’s request that KKR consider providing bridge financing. The Strategic Committee instructed Transphorm management to continue to attempt to secure bridge financing from KKR.

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On December 26, 2023, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities reviewed the status of discussions with Renesas.

On December 28, 2023, representatives of Wilson Sonsini delivered a revised draft of the merger agreement to Renesas and its representatives. Thereafter, Renesas and its representatives met regularly with members of Transphorm management and representatives of Wilson Sonsini to negotiate the merger agreement. Key negotiated terms were: (1) the terms of each party’s obligations to obtain required regulatory approvals, including the CFIUS approval; (2) the terms of the no-shop provisions in the merger agreement; (3) the conditions to each party’s obligations to complete the merger, including the definition of “material adverse effect”; (4) the amount of the termination fee payable by Transphorm and the circumstances in which it would be payable; (5) the amount of the termination fee payable by Renesas and the circumstances in which it would be payable; (6) the termination date and the circumstances in which the parties could terminate the merger agreement; and (7) the interim operating covenants applicable to Transphorm prior to the closing of the merger.

Also on December 28, 2023, a draft of the voting agreement was provided to Renesas. Thereafter, Renesas and its representatives, Phorm Investor and its representatives, and Transphorm management and representatives of Wilson Sonsini negotiated the terms of the voting agreement.

On January 2, 2024, the Strategic Committee met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of BofA Securities reviewed the status of negotiations with Renesas. Dr. Parikh provided an update on Transphorm’s efforts to obtain bridge financing, noting that it was his understanding that KKR was considering providing a term sheet for a bridge financing (although KKR did not ultimately provide such a term sheet). The representatives of Wilson Sonsini summarized the open points in the merger agreement. The Strategic Committee discussed (1) the merger agreement and the possible acquisition of Transphorm by Renesas; (2) Transphorm’s working capital balance, including that the warrant repricing and equipment sale had provided Transphorm with only approximately 10 weeks of additional working capital; (3) the difficulty encountered by Transphorm management in its ongoing efforts to secure additional working capital (including the possibility that KKR would not provide bridge financing); (4) the status of discussions to combine with Party B (including that Party B had not obtained necessary financing), Party D (including that Party D had not engaged further in the strategic review process and had not returned the diligence questionnaire) and Party E (including that Party E appeared more focused on a licensing transaction and had not actively pursued discussions to acquire Transphorm); and (5) the feedback received from participants in the strategic review process regarding their reasons for not pursuing an acquisition of Transphorm. The Strategic Committee determined that (1) Transphorm management should continue to seek bridge financing; and (2) Transphorm’s acute need to secure additional working capital made it imperative that Transphorm enter into a transaction with Renesas as quickly as possible. The Strategic Committee discussed, and provided guidance on, the termination fee to be paid by Renesas if the CFIUS approval was not obtained. The Strategic Committee instructed Transphorm management and the representatives of each of Wilson Sonsini and BofA Securities to focus on obtaining bridge financing (including, when appropriate, seeking bridge financing from Renesas as part of the acquisition) and on reaching an agreement with Renesas quickly.

On January 3, 2024, representatives of BofA Securities contacted representatives of Renesas’ financial advisor to discuss the prospect of Renesas providing bridge financing to Transphorm.

On January 4, 2024, the Strategic Committee met, with members of each of Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The Strategic Committee discussed the status of negotiations with Renesas, including that Renesas appeared open to providing bridge financing.

On January 5, 2024, representatives of BofA Securities and representatives of Renesas’ financial advisor held a conference call to discuss open points in the merger agreement. During this conversation, the representatives of BofA Securities continued to discuss the prospect of Renesas providing bridge financing to Transphorm.

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On January 8, 2024, representatives of BofA Securities and representatives of Renesas’ financial advisor held a conference call to further discuss Renesas providing bridge financing to Transphorm. During this call, the representatives of Renesas’ financial advisor confirmed Renesas’ willingness to provide bridge financing following the public announcement of an acquisition of Transphorm by Renesas.

On January 9, 2024, Renesas’ outside legal counsel distributed a draft bridge loan facility term sheet to Transphorm and representatives of Wilson Sonsini. Thereafter, Renesas and its representatives negotiated the terms of the bridge loan facility term sheet with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities. Key negotiated terms were: (1) the aggregate commitment amount of the bridge loan; (2) the amount, circumstances and timing of each tranche of the bridge loan; and (3) circumstances that would (a) constitute an event of default under the bridge loan; (b) permit Renesas to terminate its funding obligations under the bridge loan; (c) require repayment of borrowed amounts; and (d) permit Transphorm to seek alternative bridge financing.

Later on January 9, 2024, the Transphorm Board met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of Wilson Sonsini reviewed with the members of the Transphorm Board their fiduciary duties under Delaware law. The representatives of BofA Securities presented BofA Securities’ financial analyses of the acquisition of Transphorm by Renesas and confirmed that BofA Securities would be prepared to deliver an opinion on the Renesas Final Proposal if and when requested by the Transphorm Board. The representatives of Wilson Sonsini reviewed the key terms of the merger agreement, the voting agreement and the other transaction documents. The representatives of BofA Securities summarized the strategic review process, including the parties contacted and the feedback received from each party. The Strategic Committee reviewed updated customary relationship disclosures provided by representatives of BofA Securities, which included disclosures related to BofA Securities’ relationship with Renesas. The Strategic Committee did not identify any potential or actual conflicts that would affect the ability of BofA Securities to fulfill its responsibilities as Transphorm’s financial advisor. The Transphorm Board discussed (1) Transphorm’s working capital balance, including that the warrant repricing and equipment sale had provided Transphorm with only approximately 10 weeks of additional working capital; (2) the difficulty encountered by Transphorm management in its ongoing efforts to secure additional working capital; and (3) Renesas’ willingness to provide bridge financing following entry into the merger agreement and the terms of such bridge financing. The Transphorm Board directed Wilson Sonsini to finalize the merger agreement, the voting agreement, and the other related transaction documents with Renesas’ legal advisors.

On January 10, 2024, the merger agreement, the voting agreement, and the other related transaction documents were finalized.

Later on January 10, 2024, the Transphorm Board met, with Transphorm management and representatives of each of Wilson Sonsini and BofA Securities in attendance. The representatives of Wilson Sonsini reviewed with the members of the Transphorm Board their fiduciary duties under Delaware law. The representatives of Wilson Sonsini reviewed the final terms of the merger agreement, the voting agreement and the other related transaction documents. The representatives of BofA Securities, after reviewing with the Transphorm Board the financial analyses of the acquisition of Transphorm by Renesas, rendered BofA Securities’ oral opinion, subsequently confirmed in writing, that, as of January 10, 2024, and based upon and subject to the various assumptions, qualifications, limitations and other matters specified in the written opinion, the per share price of $5.10 to be received in the merger by holders of Transphorm common stock (other than as set forth in the merger agreement) is fair, from a financial point of view, to such holders of Transphorm common stock, as more fully described in the section of this proxy statement captioned “—Opinion of BofA Securities, Inc.” The Transphorm Board, after considering the factors more fully described in the section of this proxy statement captioned “—Recommendation of the Transphorm Board and Reasons for the Merger,” (1) determined that the merger and the other transactions contemplated by the merger agreement are in the best interests of Transphorm and Transphorm’s stockholders; and (2) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement.

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Still later on January 10, 2024, the merger agreement, the voting agreement and the other related transaction documents were executed by the relevant parties.

Still later on January 10, 2024, Transphorm and Renesas issued a joint press release announcing entry into the merger agreement.

Recommendation of the Transphorm Board and Reasons for the Merger

Recommendation of the Transphorm Board

On January 10, 2024, the Transphorm Board unanimously: (1) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Transphorm and its stockholders; (2) approved the execution and delivery of the merger agreement by Transphorm, the performance by Transphorm of its covenants and other obligations under the merger agreement, and the consummation of the merger upon the terms and subject to the conditions in the merger agreement; (3) directed that the adoption of the merger agreement be submitted for consideration by the Transphorm stockholders; and (4) recommended that Transphorm stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement.

The Transphorm Board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; and (2) “FOR” the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting.

Reasons for the Merger

In evaluating the merger agreement and the merger, the Transphorm Board consulted with Transphorm management, as well as representatives of each of Wilson Sonsini and BofA Securities. In recommending that Transphorm stockholders vote “FOR” the adoption of the merger agreement and approval of the merger, the Transphorm Board considered and analyzed a number of factors, including the following (which factors are not necessarily presented in order of relative importance). Based on these consultations, considerations and analyses, and the factors discussed below, the Transphorm Board concluded that entering into the merger agreement was advisable and in the best interests of Transphorm and Transphorm stockholders.

The Transphorm Board believed that the following material factors and benefits supported its determination and recommendation:

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The Transphorm Board also considered a number of uncertainties and risks and other potentially negative factors related to its recommendation, including the following:

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This discussion is not meant to be exhaustive. Rather, it summarizes the material reasons and factors evaluated by the Transphorm Board in its consideration of the merger, and such reasons and factors are not necessarily presented in order of importance. After considering these and other factors, the Transphorm Board concluded that the potential benefits of entering into the merger agreement outweighed the uncertainties and risks. In light of the

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variety of factors considered by the Transphorm Board and the complexity of these factors, the Transphorm Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Transphorm Board applied his or her own personal business judgment to the process and may have assigned different relative weights to the different factors. The Transphorm Board adopted and approved the merger agreement and the merger, and recommended that Transphorm stockholders adopt the merger agreement, based upon the totality of the information presented to, and considered by, the Transphorm Board. The explanation of the factors and reasoning set forth above may contain forward-looking statements, which should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Opinion of BofA Securities, Inc.

Transphorm has retained BofA Securities to act as Transphorm’s financial advisor in connection with the merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Transphorm selected BofA Securities to act as Transphorm’s financial advisor in connection with the merger on the basis of BofA Securities’ experience in transactions similar to the merger and its reputation in the investment community.

On January 10, 2024, at a meeting of the Transphorm Board, BofA Securities delivered to the Transphorm Board an oral opinion, which was confirmed by delivery of a written opinion dated January 10, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the consideration to be received by holders of Transphorm common stock (other than holders of Owned Company Shares and Dissenting Company Shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Transphorm Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Transphorm Board for the benefit and use of the Transphorm Board (in its capacity as such) in connection with and for purposes of its evaluation of the consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Transphorm or in which Transphorm might engage or as to the underlying business decision of Transphorm to proceed with or effect the merger. BofA Securities’ opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Securities:

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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of Transphorm management that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Financial Projections and the NOLs, BofA Securities was advised by Transphorm, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Transphorm management as to the future financial performance of Transphorm. BofA Securities relied, at the direction of Transphorm, upon the assessments of Transphorm management as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting Transphorm and its business. BofA Securities also relied, at the direction of Transphorm, on the assessments of Transphorm management as to the ability to utilize the NOLs and was advised by Transphorm, and assumed, at the direction of Transphorm, that such NOLs will be utilized in the amounts and at the times projected. BofA Securities neither made nor was provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Transphorm, nor did it make any physical inspection of the properties or assets of Transphorm. BofA Securities did not evaluate the solvency or fair value of Transphorm or Renesas under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities is not a legal, tax or regulatory advisor. BofA Securities is a financial advisor only and relied upon, without independent verification, the assessment of Transphorm and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. BofA Securities assumed, at the direction of Transphorm, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Transphorm or the contemplated benefits of the merger. BofA Securities also assumed, at the direction of Transphorm, that the final executed merger agreement would not differ in any material respect from the Draft Agreement.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, the form or structure, or financial or other terms, aspects or implications of any voting or support agreements or any other arrangements, agreements or understandings entered into in connection with or related to the merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the consideration to be received by the holders of shares of Transphorm common stock (other than holders of Owned Company Shares and Dissenting Company Shares) and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons,

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relative to the consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Transphorm or in which Transphorm might engage or as to the underlying business decision of Transphorm to proceed with or effect the merger. BofA Securities did not express any view or opinion with respect to, and relied, at the direction of Transphorm, upon the assessment of representatives of Transphorm regarding legal, regulatory, accounting, tax and similar matters relating to Transphorm or the merger, as to which matters we understand that Transphorm obtained such advice as it deemed necessary from qualified professionals. BofA Securities also did not express any opinion as to the prices at which Transphorm common stock would trade at any time, including following announcement of the merger. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any other matter. Except as described above, Transphorm imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. BofA Securities noted that the credit, financial and stock markets had been experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Transphorm, Renesas or the merger. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a summary of the material financial analyses presented by BofA Securities to the Transphorm Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Transphorm Financial Analyses

Selected Publicly Traded Companies Analysis

BofA Securities reviewed publicly available financial and stock market information for Transphorm and 10 publicly traded companies in the semiconductor industry. The selected publicly traded companies were divided into a group of companies that BofA Securities considered, based on its professional judgment and experience, to be “primary peers” for Transphorm and a separate group of small cap semiconductor companies.

The selected companies are summarized below:

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BofA Securities reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on January 8, 2024, plus debt less cash, short and long term investments and equity investments, as a multiple of calendar year 2023 and calendar year 2024 estimated revenue (which is referred to as “EV / 2023E Revenue” and “EV / 2024E Revenue,” respectively). Estimated financial data of the selected publicly traded companies were based on publicly available information obtained from FactSet, CapitalIQ and other publicly available research analysts’ estimates as of January 8, 2024, and estimated financial data of Transphorm were based on the Financial Projections.

BofA Securities then applied a selected range of EV / 2023E Revenue and EV / 2024E Revenue multiples derived from the primary peers of 3.5x to 9.0x and 3.5x to 9.0x, respectively, to Transphorm’s estimated revenue for 2023 and 2024, respectively, as set forth in the Financial Projections. BofA Securities then calculated an implied equity value per share of Transphorm common stock by adding to this range of implied enterprise values an estimate of the net cash of Transphorm as of December 2023 of $5.9 million, as provided by the management of Transphorm, and dividing the result by a number of fully diluted shares of Transphorm common stock outstanding.

This analysis indicated the following approximate implied per share equity value reference ranges for Transphorm, as compared to the consideration:

No company used in this analysis is identical or directly comparable to Transphorm. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Transphorm was compared.

Selected Precedent Transactions Analysis

BofA Securities reviewed, to the extent publicly available, financial information relating to the following 14 selected transactions involving companies in the semiconductor industry that BofA Securities, based on its professional judgement and experience, considered generally relevant for purposes of analysis (which is referred to as, the “selected transactions”):

BofA Securities reviewed, among other information and to the extent publicly available, transaction values, calculated as the transaction value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s estimated revenue for the 12 months following the announcement date (which is referred to as “NTM Revenue”).

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BofA Securities then applied a selected range of NTM Revenue multiples derived from the selected transactions of 3.0x to 7.0x to Transphorm’s estimated revenue for 2024. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Transphorm were based on the Financial Projections. BofA Securities then calculated an implied equity value per share of Transphorm common stock by adding to this range of implied enterprise values an estimate of the net cash of Transphorm as of December 2023 of $5.9 million, as provided by the management of Transphorm, and dividing the result by a number of fully diluted shares of Transphorm common stock outstanding

This analysis indicated the following approximate implied per share equity value reference ranges for Transphorm, as compared to the consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Transphorm or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Transphorm and the merger were compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of Transphorm to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Transphorm was forecasted to generate during Transphorm’s fiscal years 2024 through 2034 based on the Financial Projections. BofA Securities calculated terminal values for Transphorm by applying perpetuity growth rates ranging from 2.0 percent to 4.0 percent, based on BofA Securities’ professional judgement and experience, to Transphorm’s estimated fiscal year 2034 free cash flow. The cash flows and terminal values were then discounted to present value as of December 31, 2023, using discount rates ranging from 11.0 percent to 14.0 percent, which were based on an estimate of Transphorm’s weighted average cost of capital. BofA Securities then calculated an implied equity value per share of Transphorm common stock by adding to this range of implied enterprise values an estimate of the net cash of Transphorm as of December 2023 of $5.9 million, as provided by the management of Transphorm, and dividing the result by a number of fully diluted shares of Transphorm common stock outstanding This analysis indicated the following approximate implied per share equity value reference ranges for Transphorm as compared to the consideration:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

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Miscellaneous

As noted above, this discussion is a summary of the material financial analyses presented by BofA Securities to the Transphorm Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Transphorm and Renesas. The estimates of the future performance of Transphorm in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the consideration and were provided to the Transphorm Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Transphorm.

The type and amount of consideration payable in the merger was determined through negotiations between Transphorm and Renesas, rather than by any financial advisor, and was approved by the Transphorm Board. The decision to enter into the merger agreement was solely that of the Transphorm Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Transphorm Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Transphorm Board or Transphorm management with respect to the merger or the consideration.

Transphorm has agreed to pay BofA Securities for its services in connection with the merger an aggregate fee currently estimated to be approximately $6.21 million, $1.5 million of which was payable in connection with

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the delivery of its opinion and a significant portion of which is contingent upon consummation of the merger. Transphorm also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against liabilities arising out of BofA Securities’ engagement, including liabilities under the federal securities laws.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Transphorm and certain of its affiliates, KKR & Co. Inc., an affiliate of a significant stockholder of Transphorm, and certain of its affiliates and portfolio companies, and Renesas and certain of its affiliates.

BofA Securities and its affiliates in the past have not provided material investment banking, commercial banking and other financial services to Transphorm, although they may provide such services in the future. BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to KKR & Co. Inc. and its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services. With respect to KKR & Co. Inc. and/or its affiliates and/or portfolio companies, BofA Securities and its affiliates are acting or have acted as financial advisor in connection with the acquisition or sale of certain portfolio companies, and the acquisition or sale of the assets in connection with certain portfolio companies. In addition, BofA Securities and its affiliates are currently acting or have acted as arranger and lender in connection with the acquisition or sale of certain portfolio companies of KKR & Co. Inc. and/or its affiliates or the assets thereof. BofA Securities and its affiliates are acting or have acted as a bookrunner or manager in connection with sales of equity, debt and equity-linked securities by KKR & Co. Inc. and/or its affiliates and/or portfolio companies. BofA Securities and its affiliates are currently acting or have acted in various capacities including lender, bookrunner and arranger in connection with certain credit facilities and lending arrangements, and BofA Securities and its affiliates provide certain markets, trading and treasury services, in each case to KKR & Co. Inc. and/or its affiliates and/or portfolio companies. From January 2022 through December 2023, BofA Securities and its affiliates derived aggregate revenues from KKR & Co. Inc. and its affiliates and portfolio companies of approximately $442,000,000 for investment banking, commercial banking and other financial services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Renesas and/or its affiliates and have received or in the future may receive compensation for the rendering of these services, including providing certain treasury, markets, liquidity and foreign exchange services, as well as commercial credit services such as acting as lender and providing letters of credit, and providing certain debt capital markets and advisory services. From January 2022 through December 2023, BofA Securities and its affiliates derived aggregate revenues from Renesas and its affiliates of approximately $32,000,000 for investment banking, commercial banking and other financial services.

Financial Projections

Other than in connection with Transphorm’s regular earnings press releases and related investor materials, Transphorm does not, as a matter of course, make public Transphorm’s financial projections, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, Transphorm management regularly prepares, and the Transphorm Board regularly evaluates, prospective

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financial information relating to Transphorm’s future performance as part of its long-term business and strategic planning processes. In addition, Transphorm management regularly makes and reviews with the Transphorm Board updates to Transphorm’s long-term business plan, including to reflect actual results, Transphorm’s strategic initiatives, and trends in Transphorm’s performance and the industry in which Transphorm operates.

As part of Transphorm’s evaluation of strategic alternatives (including continuing as an independent public company), Transphorm management prepared and reviewed with the Strategic Committee and the Transphorm Board unaudited prospective financial information for the second half of fiscal year 2024 through fiscal year 2028 (which financial information is referred to as the “October 2023 Long-Term Plan”). In December 2023, to account for Transphorm’s actual second quarter fiscal year 2024 financial performance and Transphorm management’s updated assumptions and estimates regarding Transphorm’s third quarter and fourth quarter fiscal 2024 financial performance, Transphorm management prepared unaudited prospective financial information for the fourth quarter of fiscal year 2024 through fiscal year 2028 (which financial information is referred to as the “December 2023 Long-Term Plan”). Transphorm management also prepared an illustrative extrapolation of the December 2023 Long-Term Plan for fiscal years 2029 through 2034 (which are referred to as the “extrapolations”). For purposes of this proxy statement, the October 2023 Long-Term Plan, the December 2023 Long-Term Plan and the extrapolations are referred to collectively as the “Financial Projections.”

The Financial Projections were (1) prepared by Transphorm management for Transphorm’s internal use and not for public disclosure; and (2) provided by Transphorm management to the Strategic Committee and the Transphorm Board for the purposes of considering, analyzing and evaluating the merger and other strategic alternatives available to Transphorm. The December 2023 Long-Term Plan and the extrapolations were used by BofA Securities for purposes of performing its financial analyses in connection with rendering its opinion to the Transphorm Board (as more fully described in the section of this proxy statement captioned “—Opinion of BofA Securities Inc.”). In addition, as described in the section of this proxy statement captioned “—Background of the Merger,” the October 2023 Long-Term Plan, the December 2023 Long-Term Plan and the extrapolations were provided to, and discussed with, Renesas as part of its due diligence review. For more information on the preparation and use of the Financial Projections, please see the sections of this proxy statement captioned “—Background of the Merger” and “—Opinion of BofA Securities, Inc.”

The Financial Projections were developed by Transphorm management as then-current estimates of Transphorm’s future financial performance as an independent company. The Financial Projections do not give effect to the merger, including (1) any impact of the negotiation or execution of the merger agreement; (2) the expenses that have already and will be incurred in connection with completing the merger; or (3) any changes to Transphorm’s operations or strategy that may be implemented in connection with the pendency, or following the consummation, of the merger. The Financial Projections also do not consider the effect of any failure of the merger to be completed, and the Financial Projections should not be viewed as accurate or continuing in that context.

The Financial Projections are not included in this proxy statement to influence any decision on how to vote with respect to any matter to be considered at the special meeting. Rather, they are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Strategic Committee, the Transphorm Board, BofA Securities and Renesas for the purposes described above. By including the Financial Projections in this proxy statement, none of the Strategic Committee, the Transphorm Board, Transphorm, Transphorm management, BofA Securities or any other person has made or makes any representation regarding Transphorm’s ultimate performance as compared to the information contained in the Financial Projections. The inclusion of the Financial Projections in this proxy statement should not be regarded as an indication that the Strategic Committee, the Transphorm Board, Transphorm, Transphorm management, BofA Securities or any other person considered, or now considers, such information to be necessarily predictive of Transphorm’s actual future results, and such information should not be relied on as such. Further, the inclusion of the Financial Projections in this proxy statement does not constitute an admission or representation by Transphorm or any other person that the information presented is material.

The Financial Projections were not prepared with a view toward public disclosure or complying with U.S. generally accepted accounting principles (which is referred to as “GAAP”). In addition, the Financial Projections were not

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prepared with a view toward complying with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Tranphorm’s independent registered public accounting firm, KPMG LLP, has not audited, reviewed, examined or compiled the Financial Projections or applied agreed-upon procedures with respect to the Financial Projections, and, accordingly, neither KPMG LLP nor any other registered public accounting firm expresses an opinion or any other form of assurance with respect thereto. Any report of a registered public accounting firm incorporated by reference in this proxy statement relates to Transphorm’s previously issued financial statements. It does not extend to the Financial Projections and should not be read to do so.

Although the Financial Projections are presented with numerical specificity, they reflect numerous assumptions, estimates and uncertainties as to future events made by Transphorm management that Transphorm management believed in good faith were reasonable at the time that the Financial Projections were prepared. Transphorm’s ability to achieve the financial results contemplated by the Financial Projections will be affected by Transphorm’s ability to achieve its strategic goals, objectives and targets over the applicable periods, and will be subject to related operational and execution risks. The Financial Projections (1) are forward-looking information; (2) are subject to many risks and uncertainties; and (3) reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Financial Projections not to be achieved include and can be found in the section of this proxy statement captioned “Forward-Looking Statements” and in the various risk factors included in Transphorm’s periodic filings with the SEC. These factors are difficult to predict, and many of them are outside of Transphorm’s control. As a result, there can be no assurance that the Financial Projections will be realized (in part or at all), and Transphorm’s actual results may be materially better or worse than implied by the Financial Projections.

Transphorm has reported, and may continue to report, results of operations for periods included in the Financial Projections that were or will be completed following the preparation of the Financial Projections. The Financial Projections should be evaluated in conjunction with Transphorm’s historical financial statements and other information regarding Transphorm contained in Transphorm’s public filings with the SEC. The Financial Projections may not be consistent with, or comparable to, Transphorm’s historical results as a result of the assumptions utilized in preparing such information; please refer to Transphorm’s periodic filings with the SEC for information on Transphorm’s actual historical results. Other than as described in this proxy statement, the Financial Projections do not include any updates or revisions to reflect information or results as of any date subsequent to their preparation. Except to the extent required by applicable federal securities laws, Transphorm does not intend to update or otherwise revise the Financial Projections to reflect circumstances existing after the date that they were prepared or to reflect the occurrence of future events.

Because the Financial Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Financial Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Financial Projections are not, and should not be considered to be, a guarantee of future operating results. Further, the Financial Projections are not fact and should not be relied upon as being necessarily indicative of Transphorm’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Financial Projections are non-GAAP financial measures (which are referred to as “Transphorm’s non-GAAP financial measures”). These are financial performance measures that are not calculated in accordance with GAAP. Transphorm’s non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in Transphorm’s non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, Transphorm’s non-GAAP financial measures should be considered together with, and not as an alternative to, Transphorm’s financial results prepared in accordance with GAAP.

Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Financial Projections, are excluded from the definition of

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“non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Financial Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Strategic Committee, the Transphorm Board, BofA Securities or, to Transphorm’s knowledge, any other person. Accordingly, no reconciliation of the financial measures included in the Financial Projections is provided in this proxy statement.

The following table summarizes the October 2023 Long-Term Plan.

In preparing the October 2023 Long-Term Plan, Transphorm management utilized the following material assumptions, which Transphorm management, using its business judgement, believed in good faith to be reasonable at the time that the October 2023 Long-Term Plan was prepared:

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The following table summarizes the December 2023 Long-Term Plan and the extrapolations.

In preparing the December 2023 Long-Term Plan, Transphorm management utilized the following material assumptions, which Transphorm management, using its business judgement, believed in good faith to be reasonable at the time that the December 2023 Long-Term Plan was prepared:

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Interests of Transphorm’s Directors and Executive Officers in the Merger

You should be aware that Transphorm’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of Transphorm’s stockholders. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) recommending that the merger agreement be adopted by Transphorm’s stockholders, the Transphorm Board was aware of and considered these interests to the extent that they existed at the time, among other matters. These interests are more fully described below.

Insurance and Indemnification of Directors and Executive Officers

Pursuant to the terms of the merger agreement, directors and officers of Transphorm will be entitled to certain ongoing indemnification and insurance coverage, including under directors’ and officers’ liability insurance policies. For more information, see the section of this proxy statement captioned “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity Awards

Treatment of Transphorm Restricted Stock Units

As of February 15, 2024, there were outstanding awards of Transphorm RSUs that cover an aggregate of 2,915,696 shares of Transphorm common stock, of which Transphorm RSUs covering an aggregate of 180,739 shares of Transphorm common stock were held by Transphorm’s current non-employee directors and of which Transphorm RSUs covering an aggregate of 611,069 shares of Transphorm common stock were held by any individual who is a current Transphorm executive officer or has been a Transphorm executive officer at any time since the beginning of Transphorm’s fiscal year ended March 31, 2023.

At the effective time of the merger, each vested Transphorm RSU will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Transphorm common stock subject to such vested Transphorm RSU immediately prior to the effective time of the merger, multiplied by (2) the per share price, less applicable tax withholding.

At the effective time of the merger, except as agreed by the affected parties or as otherwise described below, each unvested Transphorm RSU (taking into account the effect of any applicable vesting acceleration in connection with the merger) held by a U.S. continuing employee will be cancelled and converted into the right to receive an unvested Guarantor RSU Grant covering a number of Guarantor restricted stock units equal to (x) the total number of shares of Transphorm common stock subject to such unvested Transphorm RSU immediately prior to the effective time of the merger, multiplied by the per share price (converted into Japanese Yen using the U.S. dollar to Japanese Yen exchange rate 30-day trailing average of the closing daily exchange rates published by the Wall Street Journal (U.S. online edition) over the 30 consecutive trading days ending immediately preceding the closing date of the merger), divided by (y) the Guarantor common stock price, rounded up to the nearest 100 Guarantor restricted stock units.

Each Guarantor RSU Grant will be subject to the terms and conditions in Guarantor’s stock compensation plan. Each Guarantor RSU Grant will vest according to the modified vesting schedule that is based on the vesting

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schedule that applied to the corresponding unvested Transphorm RSU, except that (a) any Guarantor restricted stock units that otherwise would be scheduled to vest before the first quarterly vesting date of Guarantor that occurs after the closing of the merger (which is referred to as the “initial vest date”) instead will be scheduled to vest on the closing date of the merger, and (b) any Guarantor restricted stock units that otherwise would be scheduled to vest after the initial vest date, will vest as follows: for any restricted stock units that otherwise would be scheduled to vest during the period from (1) November 1 through January 31, those restricted stock units instead will be scheduled to vest on November 1, (2) February 1 through April 30, those restricted stock units instead will be scheduled to vest on February 1, (3) May 1 through July 31, those restricted stock units instead will be scheduled to vest on May 1, and (4) August 1 through October 31, those restricted stock units instead will be scheduled to vest on August 1.

At the effective time of the merger, except as agreed by the affected parties or as otherwise described below, each unvested Transphorm RSU (taking into account the effect of any applicable vesting acceleration in connection with the merger) held by a person who is not a U.S. continuing employee will be cancelled and converted into the right to receive, at Renesas’ discretion, either (1) a Guarantor RSU Grant on the same terms and conditions as the Guarantor RSU Grants for U.S. continuing employees described above, or (2) the unvested Transphorm RSU consideration (that is, a cash payment without interest equal to, for each share of Transphorm common stock subject to such unvested Transphorm RSU, the per share price, less applicable tax withholding), which will vest on the same modified vesting schedule that applies to the Guarantor RSU Grants.

To the extent the vesting schedule that applied to any Transphorm RSUs as of immediately before the effective time of the merger otherwise would have caused any of those Transphorm RSUs to vest before the grant date of the Guarantor RSU Grants, then at the effective time of the merger, those Transphorm RSUs will not be converted into the right to receive Guarantor restricted stock units and instead will be converted into the right to receive the unvested Transphorm RSU consideration, which will be paid, less applicable tax withholding, no later than 30 days after the applicable vesting date.

As of immediately prior to the effective time of the merger, the vesting of any outstanding then-unvested Transphorm RSUs that vest solely on the basis of continued service over specified period(s) of time will be accelerated as follows: (i) for any such Transphorm RSUs that were granted before August 1, 2023, as to all of such Transphorm RSUs, and (ii) for any such Transphorm RSUs that were granted on or after August 1, 2023, but on or prior to December 31, 2023, as to 50 percent of such Transphorm RSUs.

For more information regarding the vesting acceleration that may apply to the Transphorm RSUs held by Transphorm’s directors, see the section of this proxy statement captioned “Interests of Transphorm’s Directors and Executive Officers in the Merger— Change in Control and Severance Benefits Under Existing Relationships.”

Treatment of Transphorm Options

As of February 15, 2024, 4,529,763 shares were subject to outstanding Transphorm options, of which 3,869,042 have a per share exercise price below the per share price. As of February 15, 2024, Transphorm options to purchase an aggregate of 215,000 shares of Transphorm common stock were held by Transphorm’s current non-employee directors (of which 105,000 have a per share exercise price below the per share price) and Transphorm options to purchase an aggregate of 1,780,826 shares of Transphorm common stock were held by any individual who is a current Transphorm executive officer or has been a Transphorm executive officer at any time since the beginning of Transphorm’s fiscal year ended March 31, 2023 (of which 1,576,700 have a per share exercise price below the per share price).

At the effective time of the merger, each outstanding Transphorm option (whether vested or unvested) will be cancelled and converted into the right to receive an amount in cash (without interest) equal to (1) the total number of shares of Transphorm common stock subject to the Transphorm option, multiplied by (2) the excess, if

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any, of the per share price over the exercise price per share of such Transphorm option, less applicable tax withholding.

Any underwater Transphorm option (whether vested or unvested) will be cancelled at the effective time of the merger for no consideration or payment.

Equity Interests of Transphorm’s Directors and Executive Officers

The following table sets forth for each person who has been a Transphorm executive officer or member of the Transphorm Board at any time since the beginning of Transphorm’s fiscal year ended March 31, 2023 (or 2023 fiscal year), (1) the number of shares of Transphorm common stock directly held, (2) the number of shares of Transphorm common stock subject to his or her in-the-money (that is, the per share exercise price is less than the per share price) Transphorm options, and (3) the number of shares of Transphorm common stock subject to his or her Transphorm RSUs, assuming the following and such additional assumptions set forth in the footnotes to the table:

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Change in Control and Severance Benefits Under Existing Relationships

Non-Employee Director Equity Awards

Transphorm has granted certain stock options and restricted stock units under Transphorm’s 2020 Equity Incentive Plan, as amended (which is referred to as the “2020 plan”), including in accordance with the terms of Transphorm’s Outside Director Compensation Policy (which is referred to as the “director compensation policy”) that are outstanding and held by Transphorm’s non-employee directors. Pursuant to the 2020 plan and the director compensation policy, equity awards granted to Transphorm’s non-employee directors will accelerate vesting in full upon a “change in control.” The closing of the merger will be a “change in control” within the meaning of the 2020 plan or the terms of the award.

Key Executive Change in Control and Severance Plan

Each of Transphorm’s current executive officers participate in the Key Executive Severance Plan. The Key Executive Severance Plan provides for benefits in connection with an involuntary termination of employment, including in connection with a change in control of Transphorm. The closing of the merger will be a “change in control” within the meaning of the Key Executive Severance Plan.

Under the Key Executive Severance Plan, if, other than during the period beginning with Transphorm’s change in control and ending 24 months later, a participant incurs an “involuntary termination” (as defined in the Key Executive Severance Plan), then the participant will receive a lump sum cash amount equal to (a) in the case of Dr. Parikh, 150 percent, or in the case of Dr. Mishra or Mr. McAulay, 100 percent, of the participant’s annual base salary, and (b) a taxable lump sum cash amount equal to the product of the first month’s premiums required for continued health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (which is referred to as “COBRA”), under Transphorm’s group medical, dental and vision plans, multiplied by, in the case of Dr. Parikh, 18 months, or in the case of Dr. Mishra or Mr. McAulay, 12 months.

If, during the period beginning with Transphorm’s change in control and ending 24 months later, a participant incurs an involuntary termination (which is referred to as a “CIC involuntary termination”), then the participant will receive (i) a lump sum cash amount equal to the sum of (A) in the case of Dr. Parikh, 200 percent, or in the case of Dr. Mishra or Mr. McAulay, 100 percent, of the participant’s annual base salary and target bonus opportunity in effect for the performance period in which the CIC involuntary termination occurs (or if greater, the target bonus opportunity in effect for the performance period in which the change in control occurs), plus (B) a prorated amount of such target bonus opportunity for the period the participant was employed during Transphorm’s fiscal year in which the involuntary termination occurs, and (ii) a taxable lump sum cash amount equal to the product of the first month’s premiums required for continued health care coverage pursuant to COBRA under Transphorm’s group medical, dental and vision plans, multiplied by, in the case of Dr. Parikh, 24 months, or in the case of Dr. Mishra or Mr. McAulay, 12 months. In addition, upon a CIC involuntary termination, the participant will receive full vesting acceleration of any Transphorm equity awards that are subject to vest based only pursuant to continued service.

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The table below sets forth, for each of Transphorm’s current executive officers, the estimated value of the payments and benefits the executive officer would receive under the Key Executive Severance Plan upon a CIC involuntary termination based on his annualized base salary and annualized target bonus as of [●], 2024, and the estimated cost of reimbursements for continued coverage under the applicable Transphorm health plans. The vesting acceleration of Transphorm RSUs that the executive officers would receive under the Key Executive Severance Plan upon a CIC involuntary termination is as described further above. Mr. Rivas is not a participant in the Key Executive Severance Plan and accordingly is not eligible for any benefits under such plan.

If any of the severance benefits provided under the Key Executive Severance Plan or otherwise payable to a participant (which is referred to as “280G payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the excise tax under Section 4999 of the Internal Revenue Code, then the 280G payments will be delivered in full or delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the greatest amount of after-tax benefits to such participant. The Key Executive Severance Plan does not provide for any tax gross-up payment to any participant in the Key Executive Severance Plan.

The severance benefits under the Key Executive Severance Plan are subject to the participant timely entering into and not revoking a separation agreement and release of claims in favor of Transphorm and the participant’s compliance with the terms of the participant’s confidentiality agreement and any other written agreement or agreements between the participant and Transphorm (or any parent or subsidiary of Transphorm) under which the participant has a material duty or obligation to Transphorm (or any parent or subsidiary of Transphorm).

Transphorm has the right to amend or terminate the Key Executive Severance Plan at any time, provided that upon, in connection with or following Transphorm’s change in control, Transphorm without a participant’s written consent may not amend or terminate the Key Executive Severance Plan in any way, or take any other action under the Key Executive Severance Plan that (x) prevents that participant from becoming eligible for severance benefits, or (y) reduces or alters to the detriment of the participant the severance benefits, if any, payable, or potentially payable, to the participant (including, without limitation, imposing additional conditions).

For purposes of the Key Executive Severance Plan, the following definitions are used:

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The determination of whether grounds for cause exists, including the determination of the cure of any event and/or action, omission or event constituting grounds for cause, will be made in all cases by administrator of the Key Executive Severance Plan.

In order for the participant’s resignation to be a good reason termination, the participant must provide written notice to Transphorm of the existence of the condition that provides grounds for a good reason termination within 90 days of the initial existence of such condition. Upon receipt of such notice, Transphorm will have 30 days during which it may remedy the condition. If the condition is not remedied within such 30-day period, in order to constitute a good reason termination, the participant must resign based on the condition specified in the notice effective no later than 60 days following the expiration of Transphorm’s 30-day cure period. The determination of whether a good reason termination exists, including the determination of the cure of any event and/or breach constituting a good reason termination, will be made in all cases by the administrator of the Key Executive Severance Plan.

Retention Bonuses

As of the date of this proxy statement, it is anticipated that Transphorm will enter into retention letter agreements with each of its current executive officers, pursuant to which it is currently contemplated that such executive officer will be eligible for a cash retention bonus in an amount equal to $535,000 for Dr. Parikh, $225,000 for Mr. McAulay and $265,000 for Dr. Mishra.

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Under each such retention letter agreement, if the applicable executive officer remains in continuous service with Transphorm or any of its subsidiaries through the date that is 3 months following the closing date of the merger (which is referred to as the “retention date”), 100 percent of his retention bonus will be paid, less applicable tax withholdings, to him in a single lump sum within 60 days following the retention date. However, in the event an executive officer incurs an involuntary termination (within the meaning of the Key Executive Severance Plan) and such involuntary termination occurs on or after the effective time of the merger but before the retention date, then subject to the executive officer timely entering into and not revoking a separation agreement and release of claims in favor of Transphorm, his retention bonus will be paid, less applicable tax withholdings, in a single lump sum within 60 days following the date of the involuntary termination.

If any of the payments or benefits that an executive officer would receive from Transphorm or any of its subsidiaries (whether under his retention agreement or otherwise) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the excise tax under Section 4999 of the Internal Revenue Code, then such payments and benefits will be delivered in full or delivered as to such lesser extent which would result in no portion of such benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive officer. The retention agreements do not provide for any tax gross-up payment to any executive officer.

Employment Arrangements Following the Merger

As of the date of this proxy statement, none of Transphorm’s executive officers have (1) reached an understanding on potential employment or other retention terms with the surviving corporation or with Renesas or Merger Sub; or (2) entered into any definitive agreements or arrangements regarding employment or other retention with the surviving corporation or with Renesas or Merger Sub to be effective following the consummation of the merger. However, prior to the effective time of the merger, Renesas or Merger Sub may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Transphorm’s employees to be effective as of the effective time of the merger.

Closing and Effective Time of the Merger

The closing of the merger will take place (1) on a date that is agreed upon by Transphorm, Renesas, and Merger Sub, but no later than four business days after the last condition is satisfied or waived (excluding conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions) (further described in the section of this proxy statement captioned “The Merger Agreement—Conditions to the Closing of the Merger”); or (2) at such other time agreed to by Transphorm, Renesas, and Merger Sub. On the closing date of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing and acceptance of such certificate of merger, or at a later time agreed to in writing by the parties and specified in such certificate of merger in accordance with the DGCL.

Appraisal Rights

If the merger is consummated, Transphorm’s stockholders (including beneficial owners of shares of Transphorm’s capital stock) who (1) do not vote in favor of the adoption of the merger agreement; (2) properly demand an appraisal of their shares; (3) continuously hold of record or beneficially own their shares through the effective time of the merger; (4) otherwise comply with the procedures of Section 262 of the DGCL; and (5) do not withdraw their demands or otherwise lose their rights to appraisal may, subject to the conditions thereof, seek appraisal of their shares in connection with the merger under Section 262 of the DGCL (which is referred to as “Section 262”). Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted, all references in Section 262 and in this summary “beneficial owner” mean a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person, and all references in Section 262 and

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in this summary to the word “person” mean any individual, corporation, partnership, unincorporated association or other entity.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is available at the following URL, accessible without subscription or cost, which is incorporated herein by reference: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Transphorm’s stockholders exercise their appraisal rights under Section 262. STOCKHOLDERS SHOULD CAREFULLY REVIEW THE FULL TEXT OF SECTION 262 AS WELL AS THE INFORMATION DISCUSSED BELOW.

Under Section 262, if the merger is completed, holders of record of shares of Transphorm common stock or beneficial owners who (1) deliver a written demand for appraisal of such stockholder’s shares of Transphorm common stock to Transphorm prior to the vote on the adoption of the merger agreement; (2) do not vote, in person or by proxy, in favor of the adoption of the merger agreement; (3) continuously hold of record or beneficially own such shares on the date of making the demand for appraisal through the effective time of the merger; and (4) otherwise comply with the procedures and satisfy certain ownership thresholds set forth in Section 262 may be entitled to have their shares of Transphorm common stock appraised by the Delaware Court of Chancery and to receive payment in cash, in lieu of the consideration set forth in the merger agreement, for the “fair value” of their shares of Transphorm common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be the fair value from the effective time of the merger through the date of payment of the judgment (or in certain circumstances described herein, on the difference between the amount determined to be the fair value and the amount paid by the surviving corporation in the merger to each person entitled to appraisal prior to the entry of judgment in the appraisal proceeding) as described further below. However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all holders of shares of a class or series of stock that, immediately prior to the closing of the merger, were listed on a national securities exchange who are otherwise entitled to appraisal rights unless (A) the total number of shares of the class or series of stock for which appraisal rights have been pursued or perfected exceeds one percent of the outstanding shares of such class or series as measured in accordance with subsection (g) of Section 262; or (B) the value of the merger consideration in respect of such shares exceeds $1 million. These conditions are referred to as the “ownership thresholds.” Given that the shares of Transphorm common stock are listed on the Nasdaq (and assuming such shares remain so listed up until closing of the merger), then the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of Transphorm common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is satisfied.

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on the amount determined to be the fair value of the shares subject to appraisal will accrue and compound quarterly from the effective time of the merger through the date the judgment is paid at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the surviving corporation makes a voluntary cash payment to each person entitled to appraisal, interest will accrue thereafter only upon the sum of (x) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest theretofore accrued, unless paid at that time). The surviving corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders of record as of the record date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Transphorm’s notice

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to Transphorm’s stockholders that appraisal rights are available in connection with the merger, and the full text of Section 262 is available at the following URL: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the merger, any holder of record or beneficial owner of shares of Transphorm common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the per share price described in the merger agreement, without interest, less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Transphorm common stock, Transphorm believes that if a person is considering exercising such rights, such person should seek the advice of legal counsel.

Stockholders or beneficial owners wishing to exercise the right to seek an appraisal of their shares of Transphorm common stock must do ALL of the following:

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights with respect to the shares of Transphorm common stock unless one of the ownership thresholds is met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, each person who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain.

Filing Written Demand

A person wishing to exercise appraisal rights must deliver to Transphorm, before the vote on the adoption of the merger agreement at the special meeting, a written demand for the appraisal of such person’s shares. In addition, that person must not vote or submit a proxy in favor of the adoption of the merger agreement. A vote in favor of the adoption of the merger agreement, in person at the special meeting or by proxy (whether by mail or via the internet or telephone), will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A person exercising appraisal rights must hold or own, as applicable, beneficially or of record, the shares on the date the written demand for appraisal is delivered and must continue to hold or own, as applicable, the shares through the effective time of the merger. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the merger agreement, and it will constitute a waiver of the stockholder’s and beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement. Neither voting against the adoption of the merger agreement nor abstaining from voting or failing to vote on the proposal to adopt the merger agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any

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proxy or vote on the adoption of the merger agreement. A proxy or vote against the adoption of the merger agreement will not constitute a demand. A person’s failure to make the written demand prior to the taking of the vote on the adoption of the merger agreement at the special meeting will constitute a waiver of appraisal rights.

In the case of a written demand for appraisal made by a stockholder of record, the demand must reasonably inform Transphorm of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares. In the case of a written demand for appraisal made by a beneficial owner, the demand must reasonably identify the record holder of the shares for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of such stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list (as defined below).

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Transphorm, Inc.

75 Castilian Drive

Goleta, California 97113

Attention: Corporate Secretary

At any time within 60 days after the effective time of the merger, any person who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal and accept the terms offered pursuant to the merger agreement by delivering to Transphorm, as the surviving corporation, a written withdrawal of the demand for appraisal. Any withdrawal of a demand for appraisal made more than 60 days after the effective time of the merger may only be made with the written approval of the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction (which is referred to as a “reservation”) for any application (as defined below) to the Delaware Court of Chancery; provided, however, that this shall not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the merger consideration within 60 days after the effective time of the merger. If the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a person, such person will be entitled to receive only the fair value determined in any such appraisal proceeding, which value could be less than, equal to or more than the per share price being offered pursuant to the merger agreement.

Notice by the Surviving Corporation

If the merger is completed, within ten days after the effective time of the merger, the surviving corporation will notify each stockholder (including any beneficial owner) of each constituent corporation who has submitted a demand for appraisal in accordance with Section 262, and who has not voted in favor of the adoption of the merger agreement, that the merger has become effective and the effective time thereof.

Filing a Petition for Appraisal

Within 120 days after the effective time of the merger, but not thereafter, the surviving corporation or any person who has complied with Section 262 and is otherwise entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by any person other than the surviving corporation, demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The surviving corporation is under no obligation, and has no present intention, to file a petition, and stockholders and beneficial owners should not assume that the surviving corporation will file a petition or initiate any

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negotiations with respect to the fair value of the shares of Transphorm common stock. Accordingly, any persons who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Transphorm common stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the effective time of the merger, any person who has complied with the requirements for an appraisal of such person’s shares pursuant to Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the merger agreement and with respect to which Transphorm has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares (provided that where a beneficial owner makes a demand for appraisal directly, the record holder of such shares shall not be considered a separate stockholder holding such shares for purposes of this aggregate number). Such statement must be given within ten days after receipt by the surviving corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by any person other than the surviving corporation, service of a copy thereof must be made upon the surviving corporation, which will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which is referred to as the “verified list”) containing the names and addresses of all persons who have demanded appraisal for their shares and with whom agreements as to the value of their shares have not been reached. The Delaware Court of Chancery may order the Register in Chancery to give notice of the time and place fixed for the hearing of such petition be given to the surviving corporation and all of the persons shown on the verified list at the addresses stated therein. The costs of any such notice are borne by the surviving corporation.

After notice is provided to the applicable persons as required by the Delaware Court of Chancery, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by stock certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings. Accordingly, persons holding stock represented by stock certificates and wishing to seek appraisal of their shares are cautioned to retain their stock certificates pending resolution of the appraisal proceedings. If any person fails to comply with this requirement, the Delaware Court of Chancery may dismiss the proceedings as to such person. Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Given that the shares of Transphorm common stock are listed on the Nasdaq (and assuming such shares remain so listed up until closing of the merger), the Delaware Court of Chancery will dismiss any appraisal proceedings as to all holders of shares of Transphorm common stock who are otherwise entitled to appraisal rights unless one of the ownership thresholds is met.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal and, with respect to Transphorm common stock, that at least one of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Transphorm common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger,

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together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective time of the merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time of the merger and the date of payment of the judgment. However, the surviving corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the surviving corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262, interest will accrue thereafter only on the sum of (x) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery; and (y) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. ALTHOUGH TRANSPHORM BELIEVES THAT THE PER SHARE PRICE IS FAIR, NO REPRESENTATION IS MADE AS TO THE OUTCOME OF THE APPRAISAL OF FAIR VALUE AS DETERMINED BY THE DELAWARE COURT OF CHANCERY, AND TRANSPHORM STOCKHOLDERS SHOULD RECOGNIZE THAT SUCH AN APPRAISAL COULD RESULT IN A DETERMINATION OF A VALUE HIGHER OR LOWER THAN, OR THE SAME AS, THE PER SHARE PRICE. Neither Transphorm nor Renesas anticipates offering more than the per share price to any persons exercising appraisal rights, and each of Transphorm and Renesas reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Transphorm common stock is less than the per share price. If a petition for appraisal is not timely filed or, with respect to Transphorm common stock, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights, then the right to an appraisal will cease.

The Delaware Court of Chancery will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the persons entitled thereto. Payment will be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such Delaware Court of Chancery may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the

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verified list who participated in the proceeding and incurred expenses in connection therewith (which is referred to as an “application”), the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to an appraisal that were not dismissed pursuant to the terms of Section 262 or subject to an award pursuant to a reservation. In the absence of such determination or assessment, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Transphorm common stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Transphorm common stock will be deemed to have been converted at the effective time of the merger into the right to receive the per share price as provided in the merger agreement. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the effective time of the merger, if neither of the ownership thresholds above has been satisfied in respect of those seeking appraisal rights with respect to the shares of Transphorm common stock, or if the person delivers to the surviving corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the per share price as provided in the merger agreement in accordance with Section 262.

From and after the effective time of the merger, no person who has demanded appraisal rights in compliance with Section 262 will be entitled to vote such shares of Transphorm common stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the effective time of the merger).

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of appraisal rights. In that event, you will be entitled to receive the per share price for your dissenting shares in accordance with the merger agreement, less any applicable withholding taxes. Consequently, any person wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The merger will be accounted for as a “business combination” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the merger that may be relevant to U.S. holders and Non-U.S. holders of shares of Transphorm common stock whose shares are converted into the right to receive cash pursuant to the merger. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (which is referred to as the “Code”), U.S. Treasury Regulations promulgated under the Code, court decisions, published positions of the U.S. Internal Revenue Service (which is referred to as the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of Transphorm common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, as property held for investment purposes). With respect to holders whose shares of Transphorm common stock were subject to vesting restrictions at the time such shares were acquired, if any, this discussion assumes that a valid and timely election pursuant to Section 83(b) of the Code was made with respect to such shares.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances. For example, this discussion does not address:

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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Transphorm common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Transphorm common stock and partners therein should consult their tax advisors regarding the consequences of the merger.

No ruling has been or will be obtained from the IRS regarding the U.S. federal income tax consequences of the merger described below. If the IRS contests a conclusion set forth herein, no assurance can be given that a holder would ultimately prevail in a final determination by a court. Further, no opinion of counsel has been or will be rendered with respect to the tax consequences of the merger or related transactions.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER U.S. FEDERAL NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION.

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U.S. Holders

General

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Transphorm common stock that is not a partnership and is for U.S. federal income tax purposes:

Taxable Sale of Company Capital Stock

The receipt of cash by a U.S. holder in exchange for shares of Transphorm common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. holder’s gain or loss will be equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. holder’s adjusted tax basis generally will equal the amount that such U.S. holder paid for the shares. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. holder’s holding period in such shares is more than one year at the time of the completion of the merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of shares of Transphorm common stock at different times and/or different prices, such holder must determine its adjusted tax basis and holding period separately with respect to each block of Transphorm common stock.

Non-U.S. Holders

General