Marvell Technology (MRVL) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission February 26, 2021

Registration No. 333-251606

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

1000 N. West Street, Suite 1200

Wilmington, Delaware 19801

(302) 295-4840

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mitchell L. Gaynor

Chief Legal Officer and Secretary

1000 N. West Street, Suite 1200

Wilmington, Delaware 19801

(302) 295-4840

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the mergers described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross Border Third Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this joint proxy statement/prospectus is not complete and may be changed. A Registration Statement relating to the securities described in this joint proxy statement/prospectus has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the Registration Statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2021

TO THE SHAREHOLDERS OF MARVELL TECHNOLOGY GROUP LTD. AND

THE STOCKHOLDERS OF INPHI CORPORATION

PROPOSED MERGERS—YOUR VOTE IS VERY IMPORTANT

Dear Shareholders,

Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation and a wholly owned subsidiary of Marvell (“HoldCo”), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of HoldCo (“Bermuda Merger Sub”), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo (“Delaware Merger Sub”), and Inphi Corporation, a Delaware corporation (“Inphi”), have entered into an agreement and plan of merger and reorganization, dated as of October 29, 2020 (the “Merger Agreement”).

Pursuant to the Merger Agreement and a statutory merger agreement complying with the requirements of Section 105 of the Companies Act 1981 of Bermuda, as amended (the “Statutory Merger Agreement”), Marvell will acquire Inphi in a cash and stock transaction through (1) the merger of Bermuda Merger Sub with and into Marvell (the “Bermuda Merger”) and (2) the merger of Delaware Merger Sub with and into Inphi (the “Delaware Merger” and, together with the Bermuda Merger, the “Mergers”). As a result of the Mergers, which will become effective within one minute of each other, Marvell and Inphi will become wholly owned subsidiaries of HoldCo, a new holding company.

At the effective time of the Bermuda Merger (the “Bermuda Merger Effective Time”), each common share, $0.002 par value per share, of Marvell (each, a “Marvell Share”) issued and outstanding immediately prior to the Bermuda Merger Effective Time (other than Marvell Shares held by Marvell, HoldCo, Bermuda Merger Sub or Inphi or any other subsidiary of Marvell or Inphi) will be converted into the right to receive one share of common stock, $0.002 par value per share, of HoldCo (each, a “HoldCo Share”). At the effective time of the Delaware Merger (the “Delaware Merger Effective Time”), each share of common stock, $0.001 par value per share, of Inphi (each, an “Inphi Share”) issued and outstanding immediately prior to the Delaware Merger Effective Time (other than (i) Inphi Shares held by Inphi, Marvell, HoldCo, Delaware Merger Sub or any other subsidiary of Marvell or Inphi and (ii) Inphi Shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) will be converted into the right to receive 2.323 HoldCo Shares and $66.00 in cash, without interest, plus cash in lieu of any fractional HoldCo Shares.

We anticipate that immediately following the completion of the Mergers, the former Marvell shareholders will own approximately 83% of the issued and outstanding HoldCo Shares, and the former Inphi stockholders will own approximately 17% of the issued and outstanding HoldCo Shares, each on a fully diluted basis. Marvell Shares are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MRVL” and Inphi Shares are listed on Nasdaq under the symbol “IPHI.” Upon completion of the Mergers, we expect that HoldCo Shares will be listed on Nasdaq under the symbol “MRVL.”

The obligations of Marvell and Inphi to complete the Mergers are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement and described in this joint proxy statement/prospectus, including, among other things, separate approvals of both Marvell shareholders and Inphi stockholders. To obtain these required approvals, Marvell will hold a general meeting of Marvell shareholders on April 15, 2021 (the “Marvell Shareholder Meeting”) and Inphi will hold a special meeting of Inphi stockholders on April 15, 2021 (the “Inphi Stockholder Meeting”).

At the Marvell Shareholder Meeting, Marvell shareholders will be asked to consider and vote on (i) a proposal to approve an amendment to Marvell’s Fourth Amended and Restated Bye-Laws (the “Marvell Bye-Law Amendment Proposal”), (ii) a proposal to approve the Merger Agreement, the Statutory Merger Agreement and the Bermuda Merger (the “Marvell Merger Proposal”), and (iii) a proposal to adjourn the Marvell Shareholder Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at

the time of the Marvell Shareholder Meeting to approve the Marvell Bye-Law Amendment Proposal or the Marvell Merger Proposal. Approval of the Marvell Bye-Law Amendment Proposal is not a condition to completion of the Mergers, but will have the effect of lowering the approval threshold for the Marvell Merger Proposal. Approval of the Marvell Merger Proposal by Marvell shareholders is a condition to completion of the Mergers. Marvell’s board of directors unanimously recommends that Marvell shareholders vote “FOR” each of the proposals to be considered at the Marvell Shareholder Meeting.

At the Inphi Stockholder Meeting, Inphi stockholders will be asked to consider and vote on (i) a proposal to adopt the Merger Agreement (the “Inphi Merger Proposal”), (ii) a proposal to adjourn the Inphi Stockholder Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Inphi Stockholder Meeting to approve the Inphi Merger Proposal, and (iii) a proposal to approve a non-binding, advisory resolution on the compensation that may become payable to Inphi’s named executive officers in connection with the completion of the Mergers (the “Inphi Compensation Proposal”). Approval of the Inphi Merger Proposal by Inphi stockholders is a condition to completion of the Mergers. Inphi’s board of directors unanimously recommends that Inphi stockholders vote “FOR” each of the proposals to be considered at the Inphi Stockholder Meeting.

Information about the Marvell Shareholder Meeting and the Inphi Stockholder Meeting, the Mergers, the proposals to be considered by Marvell shareholders at the Marvell Shareholder Meeting and the proposals to be considered by Inphi stockholders at the Inphi Stockholder Meeting is contained in the accompanying joint proxy statement/prospectus and the documents incorporated therein by reference, which we urge you to read carefully. In particular, see “Risk Factors” beginning on page 36 of the accompanying joint proxy statement/prospectus for a discussion of the risks related to the Mergers. You can also obtain information about Marvell and Inphi from documents that Marvell and Inphi have previously filed with the Securities and Exchange Commission.

Your vote is very important, regardless of the number of Marvell Shares or Inphi Shares that you own. Whether or not you plan to attend the Marvell Shareholder Meeting or the Inphi Stockholder Meeting, as applicable, please mark, sign, date and return all proxy cards that you receive in the postage-paid envelope provided, so that your Marvell Shares or Inphi Shares may be represented and voted at the Marvell Shareholder Meeting or the Inphi Stockholder Meeting, as applicable. We cannot complete the Mergers and the merger consideration will not be paid unless (i) Marvell shareholders approve the Marvell Merger Proposal and (ii) Inphi stockholders approve the Inphi Merger Proposal. Approval of the Marvell Merger Proposal requires the affirmative vote (virtually or by proxy) of 75% of the votes cast at the Marvell Shareholder Meeting (provided a quorum is present), the statutory default under Bermuda law, or, if the Marvell Bye-Law Amendment Proposal is approved, a majority of the votes cast at the Marvell Shareholder Meeting (provided a quorum is present). Approval of the Inphi Merger Proposal requires the affirmative vote of holders of a majority of the Inphi Shares outstanding and entitled to vote (provided a quorum is present). Every vote counts. Failure to vote with respect to the Inphi Merger Proposal will have the same effect as voting against such proposal.

We are very excited about the opportunities the proposed Mergers bring to both Marvell shareholders and Inphi stockholders, and we thank you for your consideration and continued support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated             , 2021, and is first being mailed to Marvell shareholders and Inphi stockholders on or about             , 2021.

MARVELL TECHNOLOGY GROUP LTD.

Victoria Place, 5^th Floor

31 Victoria Street

Hamilton HM 10

Bermuda

NOTICE OF GENERAL MEETING OF SHAREHOLDERS

To Be Held on April 15, 2021

Dear Shareholders of Marvell Technology Group Ltd.:

You are cordially invited to a general meeting of shareholders of Marvell Technology Group Ltd. (“Marvell”) to be held at 2:00 p.m. Pacific Time on April 15, 2021 (the “Marvell Shareholder Meeting”). Only shareholders who hold Marvell common shares at the close of business on February 25, 2021, the record date for the Marvell Shareholder Meeting, are entitled to vote at the Marvell Shareholder Meeting and any adjournments or postponements thereof.

Due to the public health concerns regarding the COVID-19 pandemic, the Marvell Shareholder Meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/MRVL2021SM. You will not be able to attend the meeting in person. You will be able to vote your Marvell common shares electronically by Internet, and submit questions online during the meeting by logging in to the website specified above using the 16-digit control number included on your proxy card, as described in further detail below.

At the Marvell Shareholder Meeting, you will be asked:

No other business will be conducted at the Marvell Shareholder Meeting. The joint proxy statement/prospectus accompanying this notice describes the proposals listed above in detail. Please give your careful attention to all of the information contained in or incorporated by reference into the joint proxy statement/prospectus accompanying this notice, including the Merger Agreement, the Statutory Merger Agreement and the other Annexes, for further information. The joint proxy statement/prospectus accompanying this notice is also available on Marvell’s website at http://investor.marvell.com. The joint proxy statement/prospectus accompanying this notice contains detailed information about the Marvell Shareholder Meeting and the Mergers. We urge you to read the joint proxy statement/prospectus accompanying this notice carefully and in its entirety. In particular, see the section titled “Risk Factors” beginning on page 36 of the joint proxy statement/prospectus accompanying this notice for a discussion of the risks related to the Mergers. For specific instructions on how to submit your proxy, please refer to the section of the joint proxy statement/prospectus titled “The Marvell Shareholder Meeting” beginning on page 65.

After careful consideration, the Marvell board of directors has unanimously determined that the Marvell Bye-Law Amendment, the Merger Agreement, the Statutory Merger Agreement and the Bermuda Merger are fair to, and in the best interests of, Marvell and its shareholders and has unanimously approved the Marvell Bye-Law Amendment, the Merger Agreement, the Statutory Merger Agreement and the Bermuda Merger. The Marvell board of directors unanimously recommends that you vote “FOR” the approval of the Marvell Bye-Law Amendment Proposal, “FOR” the approval of the Marvell Merger Proposal and “FOR” the Marvell Adjournment Proposal.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

The approval of the Marvell Bye-Law Amendment Proposal requires the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of Marvell common shares represented at the Marvell Shareholder Meeting (provided a quorum is present), which, under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, excludes abstentions and broker non-votes. The completion of the Mergers is not dependent on the approval of the Marvell Bye-Law Amendment Proposal or the Marvell Adjournment Proposal.

If the Marvell Bye-Law Amendment Proposal is approved, the Marvell Merger Proposal will require the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of Marvell common shares represented at the Marvell Shareholder Meeting (provided a quorum is present). However, if the Marvell Bye-Law Amendment Proposal is not approved, the Marvell Merger Proposal will require the affirmative vote (virtually or by proxy) of 75% of the votes cast by holders of Marvell common shares represented at the Marvell Shareholder Meeting (provided a quorum is present), the statutory default under Bermuda law. The Mergers cannot be completed without the approval of the Marvell Merger Proposal.

The approval of the Marvell Adjournment Proposal requires the affirmative vote (virtually or by proxy) of a majority of votes cast by holders of Marvell common shares represented at the Marvell Shareholder Meeting (provided a quorum is present).

Under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on the Marvell Bye-Law Amendment Proposal or the Marvell Merger Proposal.

Marvell shareholders at the close of business on February 25, 2021 may have such shareholders’ Marvell common shares voted by following the instructions provided in the joint proxy statement/prospectus accompanying this notice or on the enclosed proxy card or, if your common shares are held in “street name,” by following the instructions in the voting instruction form to be provided to you by your bank, broker or other

nominee. Marvell strongly recommends that Marvell shareholders entitled to vote submit a proxy even if such shareholders plan to attend the Marvell Shareholder Meeting. Submitting a proxy now (including by telephone or via the Internet) will not prevent you from being able to vote at the Marvell Shareholder Meeting by attending virtually and casting a vote.

Marvell shareholders who hold Marvell common shares beneficially in “street name” and wish to submit a proxy must provide instructions to the broker, bank, trustee or other nominee that holds such shareholders’ Marvell common shares as to how to vote such shareholders’ Marvell common shares. A Marvell shareholder who holds such shareholder’s Marvell common shares beneficially in “street name” and wishes to vote virtually at the Marvell Shareholder Meeting must obtain a proxy issued in the holder’s own name (known as a “legal proxy”) from the holder’s broker, bank, trustee or other nominee.

Access and Log-In Instructions for Virtual Marvell Shareholder Meeting

To be admitted to the Marvell Shareholder Meeting, go to www.virtualshareholdermeeting.com/MRVL2021SM and enter the 16-digit control number on your voting instruction card or proxy card previously distributed to you. Online access to the Marvell Shareholder Meeting will open at 1:45 p.m. Pacific Time to allow time for you to log-in prior to the start of the live audio webcast of the Marvell Shareholder Meeting at 2:00 p.m. Pacific Time.

The virtual meeting platform is widely supported across most browsers and devices running the most updated version of applicable software and plugins. Participants, however, should ensure that they allow sufficient time prior to the start of the meeting to log-in and confirm they can hear streaming audio prior to the start of the meeting. If any log-in difficulties are encountered, please call the technical support number on the log-in page.

It is important that you read the joint proxy statement/prospectus accompanying this notice carefully and in its entirety, and we strongly encourage you to vote in advance of the Marvell Shareholder Meeting, even if you are planning to log in and attend through the Internet. You will be able during the virtual meeting to vote your shares electronically and submit questions. You may request to view the list of shareholders entitled to vote at the meeting in advance of the Marvell Shareholder Meeting.

Questions and Rules of Conduct for Marvell Shareholder Meeting

During the Marvell Shareholder Meeting, shareholders will have the opportunity to submit questions by following the instructions available on the virtual meeting website. Additional information regarding the Marvell Shareholder Meeting will be set forth in the general rules of conduct for the meeting, which can be viewed during the Marvell Shareholder Meeting at the virtual meeting website.

For purposes of Section 106(2)(b)(i) of the Companies Act 1981 of Bermuda, as amended (the “Bermuda Companies Act”), the Marvell board of directors considers the fair value for each Marvell common share to be equal to the value of one share of common stock of HoldCo. Any Marvell shareholder who does not vote in favor of the Bermuda Merger, is not satisfied that such holder has been offered fair value for such holder’s common shares and validly submits an application for appraisal may have the fair value of such holder’s common shares appraised by the Supreme Court of Bermuda (the “Bermuda Court”) under Section 106 of the Bermuda Companies Act. A Marvell shareholder intending to apply to the Bermuda Court for an appraisal of such holder’s common shares MUST file an application for appraisal with the Bermuda Court within ONE MONTH after the giving of this notice convening the Marvell Shareholder Meeting.

By Order of the Board of Directors,

Mitchell L. Gaynor

Chief Administration and Legal Officer and Secretary

Santa Clara, California

                    , 2021

Please submit your proxy promptly. You can find instructions for voting on the enclosed proxy card.

If you have any questions concerning the Merger Agreement, the Statutory Merger Agreement, the Mergers or the other transactions contemplated by the Merger Agreement, or the joint proxy statement/prospectus accompanying this notice, would like additional copies or need help voting your Marvell common shares, please contact Marvell or Marvell’s proxy solicitor:

Investor Relations

Marvell Technology Group Ltd.

c/o Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, California 95054

(408) 222-0777

ir@marvell.com

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Banks and brokers call: +1-212-297-0720

Shareholders and all others call toll-free:

(877) 869-0171

Email: info@okapipartners.com

YOUR VOTE IS VERY IMPORTANT

110 Rio Robles

San Jose, California 95134

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF

INPHI CORPORATION

TO BE HELD ON APRIL 15, 2021

To the Stockholders of Inphi Corporation:

A special meeting of stockholders (the “Inphi Stockholder Meeting”), of Inphi Corporation, a Delaware corporation (“Inphi”), will be held on April 15, 2021 at 10:00 a.m., Pacific Time, at Inphi’s headquarters, located at 110 Rio Robles, San Jose, California 95134. Inphi intends to hold the Inphi Stockholder Meeting in person. However, Inphi is actively monitoring the COVID-19 pandemic and is sensitive to the public health and travel concerns Inphi stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Inphi Stockholder Meeting in person, Inphi will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If Inphi takes this step, Inphi will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website at http://inphi.com and filed with the Securities and Exchange Commission as supplemental proxy material.

At the Inphi Stockholder Meeting, you will be asked:

The Inphi board of directors has fixed the close of business on February 25, 2021 (the “Inphi Record Date”), as the record date for determination of the stockholders entitled to vote at the Inphi Stockholder Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on the Inphi Record Date are entitled to notice of, and to vote at, the Inphi Stockholder Meeting or any adjournment or postponement of the Inphi Stockholder Meeting.

If you hold any shares of common stock of Inphi, $0.001 par value per share (“Inphi Shares”), in your name at the close of business on the Inphi Record Date and plan to attend the Inphi Stockholder Meeting, please be prepared to provide valid government-issued photo identification (e.g., a driver’s license or a passport) to gain admission to the Inphi Stockholder Meeting.

If you are a beneficial owner of Inphi Shares held in “street name,” meaning that your Inphi Shares are held by a broker, bank or other nominee holder of record at the Inphi Record Date and you plan to attend the Inphi Stockholder Meeting, in addition to proper identification, you will also need to provide proof of beneficial ownership at the close of business on the Inphi Record Date to be admitted to the Inphi Stockholder Meeting. A brokerage statement or letter from a bank or broker are examples of proof of beneficial ownership. If you wish to vote your Inphi Shares held in “street name” in person at the Inphi Stockholder Meeting, you will have to obtain a written legal proxy in your name from the broker, bank or other nominee holder of record that holds your shares.

Approval of the Inphi Merger Proposal requires the affirmative vote of holders of a majority of the Inphi Shares outstanding and entitled to vote at the close of business on the Inphi Record Date in person or represented by proxy at the Inphi Stockholder Meeting (provided a quorum is present). Approval of the Inphi Adjournment Proposal requires the affirmative vote of a majority of the Inphi stockholders present in person or represented by proxy at the Inphi Stockholder Meeting and entitled to vote (regardless of whether a quorum is present). Approval of the Inphi Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Inphi Shares present in person or represented by proxy at the Inphi Stockholder Meeting and entitled to vote (provided a quorum is present). The Inphi board of directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Delaware Merger, on the terms and subject to the conditions set forth therein, are advisable and fair to, and in the best interests of, Inphi and its stockholders, and unanimously recommends that the Inphi stockholders vote “FOR” the approval of the Inphi Merger Proposal, “FOR” the approval of the Inphi Adjournment Proposal and “FOR” the approval of the Inphi Compensation Proposal.

Under the General Corporation Law of the State of Delaware (“DGCL”) if the Mergers are completed, record holders of Inphi Shares who do not vote in favor of the Inphi Merger Proposal and who otherwise properly exercise and perfect such stockholders’ appraisal rights will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, such stockholders’ Inphi Shares, in lieu of receiving 2.323 shares of common stock of HoldCo, $0.002 par value per share (each, a “HoldCo Share”), and $66.00 in cash, without interest, per Inphi Share, plus cash in lieu of any fractional HoldCo Shares (the “Delaware Merger Consideration”). The “fair value” could be higher or lower than, or the same as, the Delaware Merger Consideration. The relevant provisions of the DGCL are included as Annex H to the joint proxy statement/prospectus accompanying this notice. Inphi stockholders are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising and perfecting the right to seek appraisal, Inphi stockholders who are considering exercising and perfecting that right are encouraged to seek the advice of legal counsel. Failure to comply strictly with these provisions may result in loss of the right of appraisal. For a more complete description of Inphi stockholders’ appraisal rights, see “Delaware Appraisal Rights” beginning on page 82.

By Order of the Inphi Board of Directors,

John Edmunds

Chief Financial Officer and Secretary

San Jose, California

                    , 2021

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

WHETHER OR NOT YOU EXPECT TO ATTEND THE INPHI STOCKHOLDER MEETING IN PERSON, INPHI URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET OR (2) BY COMPLETING, SIGNING AND DATING THE ENCLOSED INPHI PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE INPHI STOCKHOLDER MEETING IN PERSON AND WISH TO VOTE YOUR SHARES AT THE INPHI STOCKHOLDER MEETING, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE INPHI STOCKHOLDER MEETING. You may revoke your proxy or change your vote at any time before the Inphi Stockholder Meeting. If your shares are held in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

Inphi urges you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its Annexes carefully and in their entirety. If you have any questions concerning the Merger Agreement, the Mergers, the vote on the Inphi Merger Proposal, the vote on the Inphi Adjournment Proposal, the vote on the Inphi Compensation Proposal, the Inphi Stockholder Meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your Inphi Shares, please contact:

Mackenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Telephone: (800) 322-2885

Banks and Brokers: (212) 929-5500

Email: proxy@mackenziepartners.com

or

Inphi Corporation

110 Rio Robles

San Jose, California 95134

Attention: Investor Relations Department

Telephone: (408) 217-7300

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Marvell (as defined below) and Inphi (as defined below) from documents that each company has filed with the SEC (as defined below), but which have not been included in or delivered with this joint proxy statement/prospectus. For a list of documents incorporated by reference into this joint proxy statement/prospectus and how you may obtain them, see “Where You Can Find More Information” beginning on page 267. This information is available to you without charge upon your written or oral request. You can also obtain the documents incorporated by reference into this joint proxy statement/prospectus by accessing the SEC’s website maintained at http://sec.gov.

In addition, Marvell’s filings with the SEC and other information about Marvell are available to the public on Marvell’s website at http://marvell.com and Inphi’s filings with the SEC and other information about Inphi are available to the public on Inphi’s website at http://inphi.com. Information contained on Marvell’s website, Inphi’s website or the website of any other person is not incorporated by reference into this joint proxy statement/prospectus, and you should not consider information contained on those websites as part of this joint proxy statement/prospectus.

You may also obtain the documents incorporated by reference into this joint proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing, by e-mail or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, if you have questions or if you need to obtain copies of this joint proxy statement/prospectus, proxy cards or other documents incorporated by reference into this joint proxy statement/prospectus, you may contact Marvell’s proxy solicitor or Inphi’s proxy solicitor at the following addresses and telephone numbers:

If you would like to request documents, please do so by April 8, 2021 in order to receive them before the general meeting of Marvell shareholders to be held on April 15, 2021 or the special meeting of Inphi stockholders to be held on April 15, 2021.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a Registration Statement on Form S-4 (File No.333-251606) filed with the SEC by HoldCo (as defined below), constitutes a prospectus of HoldCo under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to HoldCo Shares (as defined below) to be issued to Marvell shareholders and Inphi stockholders in connection with the contemplated Mergers (as defined below). This joint proxy statement/prospectus also constitutes a joint proxy statement of Marvell and Inphi under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Marvell Shareholder Meeting (as defined below) and the Inphi Stockholder Meeting (as defined below).

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated                     , 2021. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this joint proxy statement/prospectus to Marvell shareholders or Inphi stockholders, nor the issuance by HoldCo of HoldCo Shares in connection with the Mergers, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Marvell has been provided by Marvell, and information contained in this joint proxy statement/prospectus regarding Inphi has been provided by Inphi.

Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

TABLE OF CONTENTS

i

ii

iii

ANNEX A—FORM OF MARVELL TECHNOLOGY GROUP LTD. BYE-LAW AMENDMENT

ANNEX B—AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

ANNEX C—FORM OF STATUTORY MERGER AGREEMENT

ANNEX D—OPINION OF QATALYST PARTNERS LP

ANNEX E—OPINION OF J.P. MORGAN SECURITIES LLC

ANNEX F—FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MARVELL TECHNOLOGY, INC.

ANNEX G—FORM OF AMENDED AND RESTATED BYLAWS OF MARVELL TECHNOLOGY, INC.

ANNEX H—DELAWARE GENERAL CORPORATE LAW SECTION 262

ANNEX I—COMPANIES ACT 1981 OF BERMUDA SECTION 106

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some questions that you may have about the Marvell Shareholder Meeting, the Inphi Stockholder Meeting and the Mergers. They may not include all the information that is important to you. Marvell and Inphi urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents to which we have referred you. We have included cross-references in certain parts of this section to direct you to a more detailed description of each topic presented elsewhere in this joint proxy statement/prospectus.

The enclosed proxy materials allow you to grant a proxy to vote your shares by completing the enclosed proxy card or by submitting your proxy by telephone or via the Internet without attending the Marvell Shareholder Meeting virtually or the Inphi Stockholder Meeting in person.

Your vote is important. We encourage you to submit your proxy as soon as possible.

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At the Inphi Stockholder Meeting, Inphi stockholders will be asked:

However, if the Marvell Bye-Law Amendment Proposal is not approved, the Marvell Merger Proposal will require the affirmative vote (virtually or by proxy) of 75% of the votes cast by holders of Marvell Shares represented at the Marvell Shareholder Meeting (provided a quorum is present), the statutory default under Bermuda law.

If the Marvell Merger Proposal is not approved, then the Mergers will not occur.

The vote on the Inphi Compensation Proposal is separate and apart from the vote on the Inphi Merger Proposal. Accordingly, Inphi stockholders may vote in favor of the Inphi Merger Proposal and not in favor of the Inphi Compensation Proposal, or vice versa. Approval of the Inphi Compensation Proposal is not a condition to completion of the Mergers, and it is advisory in nature only, meaning it will not be binding on Marvell, Inphi or HoldCo.

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Inphi. The Inphi Board has unanimously (i) determined that the Merger Agreement and the Delaware Merger are advisable and fair to and in the best interests of Inphi and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Delaware Merger, in accordance with the DGCL, and (iii) recommended that Inphi stockholders vote to adopt the Merger Agreement at the Inphi Stockholder Meeting. The Inphi Board unanimously recommends that Inphi stockholders vote “FOR” the approval of the Inphi Merger Proposal, “FOR” the approval of the Inphi Adjournment Proposal, and “FOR” the approval of the Inphi Compensation Proposal at the Inphi Stockholder Meeting. See “The Mergers—Inphi’s Reasons for the Mergers and Recommendation of the Inphi Board” for more information.

Approval of the Marvell Bye-Law Amendment Proposal is not a condition to completion of the Mergers, but will have the effect of lowering the approval threshold for the Marvell Merger Proposal.

If the Marvell Bye-Law Amendment Proposal is approved, approval of the Marvell Merger Proposal requires the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of Marvell Shares represented at the Marvell Shareholder Meeting (provided a quorum is present). If the Marvell Bye-Law Amendment Proposal is not approved, approval of the Marvell Merger Proposal will require the affirmative vote (virtually or by proxy) of 75% of the votes cast by holders of Marvell Shares represented at the Marvell Shareholder Meeting (provided a quorum is present), the statutory default under Bermuda

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law. Under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on the Marvell Merger Proposal, regardless of whether the Marvell Bye-Law Amendment Proposal is approved.

Approval of the Marvell Adjournment Proposal requires the affirmative vote (virtually or by proxy) of a majority of the votes cast by holders of Marvell Shares represented at the Marvell Shareholder Meeting (provided a quorum is present). Under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, if you are present virtually or represented by proxy, and vote to abstain, it will have no effect on the outcome of the vote on the Marvell Adjournment Proposal. Also under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, broker non-votes, if any, and shares not in attendance and not represented by proxy at the Marvell Shareholder Meeting also will have no effect on the outcome of the vote on the Marvell Adjournment Proposal. See “The Marvell Shareholder Meeting—Quorum and Vote Required” for more information.

Approval of the Inphi Adjournment Proposal requires the affirmative vote of a majority of the Inphi stockholders present in person or represented by proxy at the Inphi Stockholder Meeting and entitled to vote (regardless of whether a quorum is present). Accordingly, an Inphi stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the proposal, but the failure of an Inphi stockholder who holds such holder’s shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other nominee holder of record or an Inphi stockholder’s other failure to vote will have no effect on the approval of the proposal (regardless of whether a quorum is present).

Approval of the Inphi Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the Inphi Shares present in person or represented by proxy at the Inphi Stockholder Meeting and entitled to vote (provided a quorum is present). Accordingly, an Inphi stockholder’s abstention from voting will have the same effect as a vote “AGAINST” the proposal, but the failure of an Inphi stockholder who holds such holder’s shares in “street name” through a broker, bank or other nominee holder of record to give voting instructions to that broker, bank or other nominee holder of record or an Inphi stockholder’s other failure to vote will have no effect on the approval of the proposal (provided a quorum is present).

Inphi stockholders are entitled to one vote for each Inphi Share owned by such holders at the close of business on February 25, 2021, the Inphi Record Date. See “The Inphi Stockholder Meeting—Inphi Record Date; Outstanding Shares; Stockholders Entitled to Vote” for more information.

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Under the Merger Agreement, the executive officers of HoldCo immediately after the Bermuda Merger Effective Time will be the individuals who are executive officers of Marvell as of the Bermuda Merger Effective Time.

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On October 28, 2020, the last trading day prior to the public announcement of the Merger Agreement, the closing price of Marvell Shares on Nasdaq was $39.53 per share and the closing price of Inphi Shares on Nasdaq was $110.60 per share. On                , 2021, the last practicable trading day prior to the filing of this joint proxy statement/prospectus, the closing price of Marvell Shares on Nasdaq was $        per share and the closing price of Inphi Shares on Nasdaq was $        per share. We urge you to obtain current market quotations before voting your shares.

At the Delaware Merger Effective Time, each In-the-Money Inphi Option that is vested and held by a person who is not a Continuing Employee or Continuing Service Provider, will be canceled, and the holder of such In-the-Money Inphi Option will be entitled to receive (subject to applicable withholding or other taxes) an amount in cash equal to the product of (i) the number of Inphi Shares subject to such In-the-Money Inphi Option, multiplied by (ii) the excess of (A) the Equity Award Cash Consideration Amount over (B) the exercise price applicable to such In-the-Money Inphi Option.

At the Delaware Merger Effective Time, each In-the-Money Inphi Option that is held by a person who is a Continuing Employee or Continuing Service Provider, whether vested or unvested, will be assumed by HoldCo and converted into an option to purchase, on substantially the same terms and conditions as were

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applicable under such In-the-Money Inphi Option, that number of HoldCo Shares (rounded down to the nearest whole share) equal to the product of (i) the number of Inphi Shares subject to such In-the-Money Inphi Option, multiplied by (ii) the Conversion Ratio, at an exercise price per HoldCo Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the per share exercise price for Inphi Shares subject to such In-the-Money Inphi Option, by (B) the Conversion Ratio.

At the Delaware Merger Effective Time, each Out-of-the-Money Inphi Option and each In-the-Money Inphi Option that is unvested and held by a person who is not a Continuing Employee or Continuing Service Provider will be canceled for no consideration.

Inphi RSUs

At the Delaware Merger Effective Time, each Inphi RSU that is outstanding and unvested immediately prior to the Delaware Merger Effective Time and that is held by a Continuing Employee or Continuing Service Provider will be converted into that number of HoldCo restricted stock units (rounded down to the nearest whole share) equal to the product of (i) the number of Inphi Shares subject to such Inphi RSU, multiplied by (ii) the Conversion Ratio.

At the Delaware Merger Effective Time, each Inphi RSU that is outstanding and vested (and with respect to which Inphi Shares have not yet been issued) immediately prior to the Delaware Merger Effective Time (including any Inphi RSUs that become vested by their terms immediately prior to or as of the Delaware Merger Effective Time) will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to applicable withholding or other taxes, which withholding will first be applied against the cash portion of the consideration paid in respect of such Inphi RSUs): (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of Inphi Shares subject to such Inphi RSU; and (ii) a number of HoldCo Shares equal to the product of (A) 2.323, multiplied by (B) the total number of Inphi Shares subject to such Inphi RSU. Such HoldCo restricted stock units will be subject to substantially the same terms and conditions as were applicable to such Inphi RSUs prior to the Delaware Merger Effective Time.

At the Delaware Merger Effective Time, each Inphi RSU that is outstanding and unvested immediately prior to the Delaware Merger Effective Time and that is held by a person who is not a Continuing Employee or Continuing Service Provider will be canceled for no consideration.

Inphi PSUs

At the Delaware Merger Effective Time, each Inphi PSU that is outstanding and unvested immediately prior to the Delaware Merger Effective Time and is held by a Continuing Employee or Continuing Service Provider will be assumed and converted into that number of HoldCo restricted stock units, rounded down to the nearest whole share, equal to the product of (a) the target number of Inphi Shares subject to such Inphi PSU, multiplied by (b) the Conversion Ratio. Such HoldCo restricted stock units: (i) will vest based on the vesting date or schedule set forth in the award agreement applicable to such Inphi PSU prior to the Delaware Merger Effective Time, subject only to the continued service of the grantee with Marvell or any of its affiliates through the applicable vesting date; (ii) will not be subject to any performance-based vesting terms following the Delaware Merger Effective Time; and (iii) will otherwise be subject to the same terms and conditions as were applicable under such Inphi PSUs prior to the Delaware Merger Effective Time.

At the Delaware Merger Effective Time, each Inphi PSU that is outstanding and unvested immediately prior to the Delaware Merger Effective Time and that is held by a person who is not a Continuing Employee or Continuing Service Provider will be canceled for no consideration.

Inphi MSUs

At the Delaware Merger Effective Time, each Inphi MSU that is outstanding (and with respect to which Inphi Shares have not yet been issued) immediately prior to the Delaware Merger Effective Time will be

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canceled and extinguished. Each such Inphi MSU will be deemed to vest in that percentage of Inphi Shares subject to such Inphi MSU determined by applying the formula in the applicable Inphi MSU award agreement applicable upon a change of control of Inphi. The holder of such vested Inphi MSUs will be entitled to receive (subject to applicable withholding or other taxes, which withholding will first be applied against the cash portion of the consideration paid in respect of such vested Inphi MSUs): (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of Inphi Shares subject to such vested Inphi MSU; and (ii) a number of HoldCo Shares equal to the product of (A) 2.323, multiplied by (B) the total number of Inphi Shares subject to such vested Inphi MSU. Any portion of an Inphi MSU that does not vest in accordance with these procedures will be canceled for no consideration.

See “The Merger Agreement—Treatment of Inphi Equity Awards” for more information.

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To the extent, however, that any portion of the cash consideration received by a U.S. holder of Inphi Shares is considered to be provided by Inphi, such cash should be treated as received in a redemption by Inphi of a portion of such U.S. holder’s Inphi Shares. In such case, subject to the discussion below regarding potential dividend treatment, a U.S. holder would recognize capital gain or loss equal to the difference between such cash and the U.S. holder’s tax basis in the portion of such holder’s Inphi Shares treated as redeemed.

Moreover, in certain circumstances, a holder of Inphi Shares could be treated as receiving a dividend in an amount up to the amount of the cash consideration received by such holder in the Delaware Merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder (as defined below in “Material United States Federal Income Tax Consequences”) of Inphi Shares may be subject to U.S. withholding tax at a rate of up to 30% with respect to cash consideration received in the Delaware Merger.

See “Material United States Federal Income Tax Consequences” for more information. All Marvell shareholders and Inphi stockholders should consult with such shareholders’ and stockholders’ respective tax advisors to determine the specific U.S. federal, state or local or non-U.S. income or other tax consequences of the Mergers and the other transactions contemplated by the Merger Agreement to such shareholders and stockholders.

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If you are a Marvell shareholder:

Investor Relations

Marvell Technology Group Ltd.

c/o Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, California 95054

(408) 222-0777

ir@marvell.com

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Banks and brokers call: +1-212-297-0720

Shareholders and all others call toll-free:

(877) 869-0171

Email: info@okapipartners.com

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If you are an Inphi stockholder:

Investor Relations

Inphi Corporation

110 Rio Robles

San Jose, California 95134

(408) 217-7300

investors@inphi.com

Mackenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

Telephone: (800) 322-2885

Banks and Brokers: (212) 929-5500

Email: proxy@mackenziepartners.com

The Inphi Stockholder Meeting will be held on April 15, 2021 at 10:00 a.m., Pacific Time, at Inphi’s headquarters, located at 110 Rio Robles, San Jose, California 95134.

Holders of Inphi Shares are eligible to vote at the Inphi Stockholder Meeting if such holders are stockholders of record at the close of business on the Inphi Record Date. See “The Inphi Stockholder Meeting—Inphi Record Date; Outstanding Shares; Stockholders Entitled to Vote” for more information.

Inphi intends to hold the Inphi Stockholder Meeting in person. However, Inphi is actively monitoring the COVID-19 pandemic and is sensitive to the public health and travel concerns Inphi stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the Inphi Stockholder Meeting in person, Inphi will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If Inphi takes this step, Inphi will announce the decision to do so in advance, and details on how to participate will be issued by press release, posted on our website at http://inphi.com and filed with the SEC as supplemental proxy material.

If you were a Marvell shareholder at the close of business on the Marvell Record Date or you hold a valid legal proxy for the Marvell Shareholder Meeting, you may attend the Marvell Shareholder Meeting virtually. If you were an Inphi stockholder at the close of business on the Inphi Record Date or you hold a valid legal proxy for the Inphi Stockholder Meeting, you may attend the Inphi Stockholder Meeting.

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A quorum for the Inphi Stockholder Meeting is the presence at the meeting of a majority of the voting power of the Inphi Shares entitled to vote at the close of business on the Inphi Record Date, present in person or represented by proxy. Abstentions (i.e., Inphi Shares that are represented at the Inphi Stockholder Meeting or for which proxies have been received but for which the holders have abstained from voting), if any, will be included in the calculation of the number of Inphi Shares represented at the Inphi Stockholder Meeting for purposes of determining whether a quorum is present. Broker non-votes, if any, will not be included in the calculation of the number of Inphi Shares represented at the Inphi Stockholder Meeting for purposes of determining whether a quorum is present.

If an Inphi stockholder transfers such stockholder’s Inphi Shares after the Inphi Record Date, but before the Inphi Stockholder Meeting, such stockholder will retain (subject to any arrangements made with the purchaser of such stockholder’s Inphi Shares) such stockholder’s right to vote at the Inphi Stockholder Meeting. However, in order for Inphi stockholders to receive the Delaware Merger Consideration, such stockholders must hold such stockholders’ Inphi Shares through the Delaware Merger Effective Time.

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Owners of record (that is, shareholders of record who hold Marvell Shares in such shareholders’ own name, as opposed to through a bank, broker or other nominee), at the close of business on the Marvell Record Date, may vote virtually at the Marvell Shareholder Meeting or by proxy. This means that you may use the enclosed proxy card(s) to instruct the persons named as proxies how to vote your Marvell Shares. If you properly complete, sign and date your proxy card(s) or submit your voting instructions by telephone or via the Internet, your Marvell Shares will be voted in accordance with your instructions. The named proxies will vote all Marvell Shares at the Marvell Shareholder Meeting for which proxies have been properly submitted (whether by mail, telephone or via the Internet) and not revoked. Owners of record have three ways to vote by proxy:

If you sign and return your proxy card(s) but do not mark your card(s) to instruct the proxies how to vote your Marvell Shares on each proposal, your Marvell Shares will be voted as recommended by the Marvell Board.

The deadline for voting via the Internet or by telephone is 11:59 p.m. Eastern time on April 14, 2021.

Inphi encourages you to submit your proxy to vote via the Internet or by mail. If you attend the Inphi Stockholder Meeting, you may also vote in person, in which case any proxies that you previously submitted—whether via the Internet or by mail—will be revoked and superseded by the vote that you cast at the Inphi Stockholder Meeting. To vote in person at the Inphi Stockholder Meeting, beneficial owners who hold shares in “street name” through a broker, bank or other nominee holder of record will need to contact the broker, bank or other nominee holder of record to obtain a written legal proxy to bring to the meeting. Whether your proxy is submitted via the Internet or by mail, if it is properly completed and submitted, and if you do not revoke it prior to or at the Inphi Stockholder Meeting, your Inphi Shares will be voted at the Inphi Stockholder Meeting in the manner specified by you, except as otherwise set forth in this joint proxy statement/prospectus.

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Again, you may submit a proxy to vote via the Internet until 11:59 p.m. Eastern time on April 14, 2021, or your proxy card must be mailed and received prior to the Inphi Stockholder Meeting.

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If you are a “street name” Marvell shareholder or Inphi stockholder and submitted voting instructions to your broker, bank or other nominee, please refer to the instructions provided by your broker, bank or other nominee on how to change your vote.

However, if you indicate that you wish to vote against the approval of the Marvell Merger Proposal, your shares will only be voted in favor of the approval of the Marvell Adjournment Proposal if you indicate that you wish to vote in favor of that proposal.

However, if you indicate that you wish to vote against the approval of the Inphi Merger Proposal, your Inphi Shares will only be voted in favor of the approval of the Inphi Adjournment Proposal if you indicate that you wish to vote in favor of that proposal.

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If you are a Marvell shareholder:

For all proposals, a properly executed proxy marked “abstain,” under legal principles understood by Marvell’s Bermuda counsel to be applicable in Bermuda, will be counted in determining whether a quorum is present at the Marvell Shareholder Meeting, but, will be excluded from, and will have no effect on the outcome of the vote on the approval of the Marvell Bye-Law Amendment Proposal, the Marvell Merger Proposal or the Marvell Adjournment Proposal.

If you are an Inphi stockholder:

For all proposals, a properly executed proxy marked “abstain” will be counted in determining whether a quorum is present at the Inphi Stockholder Meeting. With respect to the Inphi Merger Proposal, the Inphi Adjournment Proposal, and the Inphi Compensation Proposal, abstentions will have the same effect as a vote “AGAINST” such proposals.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, the Marvell shareholders and Inphi stockholders should carefully consider the following risk factors in determining how to vote on the respective proposals of Marvell and Inphi. The risks associated with the business of Marvell can be found in Marvell’s Exchange Act reporting, including Marvell’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and its Quarterly Reports on Form  10-Q for the quarterly periods ended May  2, 2020, August  1, 2020 and October 31, 2020, which are incorporated by reference into this joint proxy statement/prospectus. The risks associated with the business of Inphi can be found in Inphi’s Exchange Act reporting, including the Inphi Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 267.

Risks Related to the Mergers

The number of HoldCo Shares that Inphi stockholders and Marvell shareholders will receive under the Merger Agreement is based on a fixed exchange ratio. The market value of the HoldCo Shares to be issued upon completion of the Mergers is unknown, and therefore, Inphi stockholders and Marvell shareholders cannot be certain of the value of the HoldCo Shares to be issued in the Mergers.

Upon completion of the Bermuda Merger, each Marvell Share issued and outstanding immediately prior to the Bermuda Merger Effective Time (other than Marvell Shares held by Marvell, HoldCo, Bermuda Merger Sub or Inphi or any other subsidiary of Marvell or Inphi) will be converted into the right to receive one HoldCo Share. Upon completion of the Delaware Merger, each Inphi Share issued and outstanding immediately prior to the Delaware Merger Effective Time (other than (i) Inphi Shares held by Inphi, Marvell, HoldCo, Delaware Merger Sub or any other subsidiary of Marvell or Inphi and (ii) Inphi Shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) will be converted into the right to receive 2.323 HoldCo Shares and $66.00 in cash, without interest, plus cash in lieu of any fractional HoldCo Shares. The market values of Marvell Shares and Inphi Shares at the time of the Mergers may vary significantly from their prices on the date of the Merger Agreement, the date of this joint proxy statement/prospectus or the dates of the Inphi Stockholder Meeting and the Marvell Shareholder Meeting. Because the Marvell Exchange Ratio and the Inphi Exchange Ratio will not be adjusted to reflect any changes in the market prices of Marvell Shares or Inphi Shares, the market value of the HoldCo Shares issued in the Mergers and the Marvell Shares or Inphi Shares surrendered in the Mergers may be higher or lower than the values of such shares on earlier dates. Share price changes may result from numerous factors, including changes in the respective business operations and prospects of Marvell and Inphi, changes in general market and economic conditions and regulatory considerations. Many of these factors are beyond the control of Marvell or Inphi. At the time of the Inphi Stockholder Meeting and the Marvell Shareholder Meeting, Inphi stockholders and Marvell shareholders will not know or be able to determine the value of the HoldCo Shares that such stockholders and shareholders will receive pursuant to the Merger Agreement.

The market price of HoldCo Shares after the Mergers might be affected by factors different from, or in addition to, those currently affecting the respective market prices of Marvell Shares and Inphi Shares.

The businesses of Marvell and Inphi differ and, accordingly, the results of operations of HoldCo and the market price of HoldCo Shares after completion of the Mergers may be affected by factors different from, or in addition to, those currently affecting the independent results of operations of each of Marvell and Inphi. For a discussion of the businesses of Marvell and Inphi and of factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

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Until the completion of the Mergers or the termination of the Merger Agreement in accordance with its terms, Marvell and Inphi are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Marvell or Inphi and their respective shareholders.

Until the Mergers are completed or the Merger Agreement is terminated, the Merger Agreement restricts Marvell and Inphi from taking specified actions without the consent of the other party, and requires Inphi to conduct its business and operations in the ordinary course in all material respects and substantially in accordance with past practices. These restrictions may prevent Marvell and Inphi from making appropriate changes to their respective businesses or pursuing attractive business opportunities that may arise prior to the completion of the Mergers. See “The Merger Agreement—Interim Operations of Marvell and Inphi” for a description of the restrictive covenants applicable to Marvell and Inphi.

The Merger Agreement limits each of Marvell’s and Inphi’s ability to pursue alternative transactions, and in certain instances requires payment of a termination fee, which could deter a third party from proposing an alternative transaction.

The Merger Agreement contains provisions that, subject to certain exceptions, limit each of Marvell’s and Inphi’s ability to solicit, initiate, encourage or facilitate, or enter into discussions or negotiations with respect to, any inquiries regarding or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an alternative transaction. In addition, under certain specified circumstances, Inphi and Marvell may be required to pay a termination fee as described in the immediately below risk factor. It is possible that these or other provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Marvell or Inphi from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire Marvell or Inphi than it might otherwise have proposed to pay.

Each of Marvell and Inphi are required, under certain circumstances, to pay a termination fee, which, if paid, may materially and adversely affect such party’s financial results.

Marvell may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay Inphi a termination fee of $400 million or $460 million, which could materially and adversely affect Marvell’s financial condition and results of operations. Additionally, Inphi may be required, under certain circumstances in connection with a termination of the Merger Agreement, to pay Marvell a termination fee of $300 million, which may materially and adversely affect Inphi’s financial results.

The Mergers are subject to a number of conditions, some of which are outside of the parties’ control, and if these conditions are not satisfied or waived, the Mergers will not be completed.

The Merger Agreement contains a number of conditions that must be satisfied (or waived) prior to completion of the Mergers. Those conditions include, among other conditions:

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The required satisfaction or waiver of the foregoing conditions could delay the completion of the Mergers for a significant period of time or prevent it from occurring at all. Any delay in completing the Mergers could cause the parties not to realize some or all of the benefits that the parties expect to achieve following the completion of the Mergers. Further, there can be no assurance that the conditions to the completion of the Mergers will be satisfied or waived or that the Mergers will be completed.

In addition, if the Mergers are not completed by 11:59 p.m. California time on the End Date, either Marvell or Inphi may choose to terminate the Merger Agreement. Marvell or Inphi may also elect to terminate the Merger Agreement in certain other circumstances, or they may mutually decide to terminate the Merger Agreement at any time prior to the Bermuda Merger Effective Time, before or after obtaining shareholder approval. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Transaction Expenses and Termination Fees” for a more detailed description of these circumstances.

The Mergers are subject to the expiration of applicable waiting periods under, and the receipt of approvals, consents or clearances from, certain domestic and foreign regulatory authorities. These approvals, consents or clearances may impose conditions that could have an adverse effect on Marvell, Inphi or HoldCo or prevent completion of the Mergers.

In deciding whether to grant a required regulatory approval, consent or clearance, each relevant governmental authority may consider the effect of the Mergers on competition within its jurisdiction. The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of HoldCo’s business which may adversely affect the financial position and prospects of HoldCo and its ability to achieve the cost savings and other synergies projected to result from the Mergers.

In addition, neither Marvell nor Inphi can provide assurance that any conditions, terms, obligations or restrictions imposed or sought to be imposed by governmental authorities will not result in the delay or abandonment of the Mergers. For a more detailed description of the regulatory review process, see the sections titled “The Mergers—Regulatory Approvals Required for the Mergers,” “The Merger Agreement—Efforts to Complete the Mergers” and “The Merger Agreement—Conditions to Completion of the Mergers.”

The COVID-19 pandemic may delay or prevent the completion of the Mergers.

Given the ongoing and dynamic nature of the COVID-19 crisis, it is difficult to predict the impact of that crisis on the businesses of Marvell and Inphi, and there is no guarantee that efforts by Marvell or Inphi to address the adverse impact of the COVID-19 pandemic will be effective. If either Marvell or Inphi is unable to recover from a business disruption on a timely basis, HoldCo’s business and financial condition and results of operations following the completion of the Mergers could be adversely affected. The Mergers may also be delayed or adversely affected by the COVID-19 pandemic, or become more costly due to Marvell policies, Inphi policies or government policies and actions to protect the health and safety of individuals, or government policies or actions to maintain the functioning of national or global economies and markets could delay or prevent the completion of the Mergers. Marvell or Inphi may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition or results of operations.

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Any delay in completing the Mergers may significantly reduce the benefits expected to be obtained from the Mergers.

In addition to the required regulatory clearances and approvals, the Mergers are subject to a number of other conditions that are beyond the control of Marvell and Inphi. The failure to satisfy these other conditions may prevent, delay or otherwise adversely affect completion of the Mergers. Marvell and Inphi cannot predict whether and when these other conditions will be satisfied. Further, the requirements for obtaining the required regulatory clearances and approvals could delay the completion of the Mergers for a significant period of time or prevent it from occurring. Any delay in completing the Mergers may significantly reduce the synergies projected to result from the Mergers and other benefits that Marvell and Inphi expect to achieve if they complete the Mergers within the expected timeframe and integrate their respective businesses.

The business relationships of Marvell and Inphi and their respective subsidiaries may be subject to disruption due to uncertainty associated with the Mergers, which could have an adverse effect on the results of operations, cash flows and financial position of Marvell, Inphi and, following the completion of the Mergers, HoldCo.

Parties with which Marvell and Inphi do business may experience uncertainty associated with the Mergers, including with respect to current or future business relationships with Marvell, Inphi or HoldCo. Marvell’s and Inphi’s relationships may be subject to disruption as customers, suppliers and other persons with whom Marvell and Inphi have business relationships may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Marvell or Inphi, as applicable, or consider entering into business relationships with parties other than Marvell, Inphi or HoldCo. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Marvell, Inphi and, following the completion of the Mergers, HoldCo, including an adverse effect on HoldCo’s ability to realize the expected synergies and other benefits of the Mergers. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Mergers or termination of the Merger Agreement.

Executive officers and directors of Marvell and Inphi may have interests in the Mergers that are different from, or in addition to, the interests of Marvell shareholders and Inphi stockholders, respectively.

Certain executive officers of Marvell and Inphi negotiated the terms of the Merger Agreement, and the Marvell Board and the Inphi Board each approved the Merger Agreement and recommended that the Marvell shareholders and the Inphi stockholders, respectively, vote in favor of the proposals included in this joint proxy statement/prospectus. These executive officers and directors may have interests in the Mergers that may be different from, or in addition to, the interests of Marvell shareholders and Inphi stockholders, respectively. The interests of Marvell’s executive officers and directors include, among other things, the fact that Marvell’s executive officers will be the executive officers of HoldCo, the fact that Marvell’s directors will serve as directors on the HoldCo Board, and the fact that Marvell’s executive officers and directors will be provided continued indemnification and insurance coverage. The interests of Inphi’s executive officers and directors include, among other things, potential payments and benefits under change in control severance agreements, rights to acceleration of vesting and exercisability of options, acceleration of vesting of restricted stock units as a result of the Mergers and rights to ongoing indemnification and insurance coverage for acts or omissions occurring prior to the Mergers. In addition, under the Merger Agreement, Inphi’s Chief Executive Officer will be appointed to the HoldCo Board as of the Delaware Merger Effective Time. See “The Mergers—Interests of Marvell Directors and Executive Officers in the Mergers” and “The Mergers—Interests of Inphi Directors and Executive Officers in the Mergers” for more information.

As a result of these interests, the executive officers and directors of Marvell and Inphi might be more likely to support and to vote in favor of the proposals described in this joint proxy statement/prospectus than if they did not have these interests. Each of Marvell’s shareholders and Inphi’s stockholders should consider whether these interests might have influenced these executive officers and directors to support or recommend voting for the proposals related to the Mergers.

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There can be no assurance that HoldCo will be able to secure the funds necessary to pay the cash portion of the merger consideration to be paid to Inphi stockholders in the Delaware Merger and refinance certain existing indebtedness on acceptable terms, in a timely manner or at all.

Marvell and HoldCo intend to fund the cash portion of the consideration for the Mergers with borrowings. To this end, Marvell and HoldCo have entered into the Bridge Commitment Letter containing commitments for a $2.5 billion senior 364-day Bridge Facility and the Term Loan Agreement containing commitments for a $1.75 billion senior unsecured Term Loan Facility (which commitments under the Term Loan Agreement replace the Term Loan Facility commitments under the Facilities Commitment Letter). There can be no assurance that Marvell or HoldCo will be able to obtain the Debt Financing pursuant to the Bridge Commitment Letter or the Term Loan Agreement, as applicable.

In the event that the Debt Financing contemplated by the Bridge Commitment Letter or the Term Loan Agreement, as applicable, is not available, other financing may not be available on acceptable terms, in a timely manner or at all. If Marvell or HoldCo is unable to obtain debt financing, the Mergers may be delayed or not be completed.

Failure to complete the Mergers could negatively impact the share price and the future business and financial results of Marvell and Inphi.

If the Mergers are not completed for any reason, the ongoing businesses of Marvell and Inphi may be adversely affected and, without realizing any of the benefits of having completed the Mergers, Marvell and Inphi would be subject to a number of risks, including the following:

If the Mergers are not completed, these risks may materialize and may adversely affect Marvell’s and Inphi’s respective businesses, financial condition, financial results and share prices.

Litigation filed against Marvell and Inphi could prevent or delay the completion of the Mergers or result in the payment of damages following completion of the Mergers.

Marvell, Inphi and members of their respective boards of directors are parties to various litigations related to the Merger Agreement and the Mergers, including putative shareholder class actions. Among other remedies, the

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plaintiffs in such matters are seeking to enjoin the Mergers. The results of complex legal proceedings are difficult to predict, and could delay or prevent the Mergers from being completed in a timely manner. Moreover, litigation could be time consuming and expensive, could divert the attention of Marvell’s and Inphi’s management away from their regular businesses, and, if adversely resolved against either Marvell or Inphi, could have a material adverse effect on Marvell’s or Inphi’s respective financial condition or the condition of the combined company.

Even if the Bermuda Merger qualifies as a transaction described in Section 351 of the Code or as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Marvell Shares may still recognize gain as a result of the Bermuda Merger if Marvell is or was classified as a PFIC for any taxable year during which a U.S. holder held Marvell Shares.

Even if the Bermuda Merger qualifies as a transaction described in Section 351 of the Code or as a “reorganization” within the meaning of Section 368(a) of the Code, if Marvell was a passive foreign investment company (“PFIC”) for any taxable year during which a U.S. holder of Marvell Shares owned such holder’s Marvell Shares, certain adverse U.S. federal income tax consequences, including recognition of gain, could apply to such U.S. holder as a result of the Bermuda Merger, unless certain exceptions apply. Based on the nature of Marvell’s business, the projected composition of its income and the projected composition and estimated fair market values of its assets, Marvell does not believe it was a PFIC for its taxable year ending on December��31, 2019 and does not expect to be a PFIC for its taxable year ending on December 31, 2020 or the succeeding taxable year. However, because PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets, no assurance can be given that Marvell was not previously a PFIC and will not be a PFIC for its taxable year ending December 31, 2020 or any subsequent taxable year. U.S. holders of Marvell Shares should consult such holders’ tax advisors regarding the possible classification of Marvell as a PFIC and the resulting U.S. federal income tax considerations. See the section titled “Material United States Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Mergers to Holders of Marvell Shares—Passive Foreign Investment Company Rules”.

Non-U.S. holders may be subject to U.S. withholding tax at a rate of up to 30% with respect to cash consideration received in the Delaware Merger.

As discussed in the sections titled “Material United States Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Mergers to Holders of Inphi Shares” beginning on page 198 and “Material United States Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Mergers to Holders of Inphi Shares—Potential Application of Section 304 of the Code” beginning on page 199, in certain circumstances, a holder of Inphi Shares could be treated as receiving a dividend in an amount up to the amount of the cash consideration received by such holder in the Delaware Merger (excluding cash received in lieu of fractional HoldCo Shares). As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Inphi Shares may be subject to U.S. withholding tax at a rate of up to 30% with respect to such cash consideration received in the Delaware Merger.

Risks Related to the Combined Company

HoldCo may fail to realize the benefits expected from the Mergers, which could adversely affect HoldCo’s share price.

The anticipated benefits HoldCo expects from the Mergers are, necessarily, based on projections and assumptions about the combined businesses of Marvell and Inphi, which may not materialize as expected or which may prove to be inaccurate. The value of HoldCo Shares following the completion of the Mergers could be adversely affected if HoldCo is unable to realize the anticipated benefits from the Mergers on a timely basis or at all. Achieving the benefits of the Mergers will depend, in part, on the successful and efficient integration of the

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operations of Inphi and Marvell. The challenges involved in this integration, which will be complex and time-consuming, include the following:

If HoldCo does not successfully manage these issues and the other challenges inherent in integrating businesses of the size and complexity of Marvell and Inphi, then HoldCo may not achieve the anticipated benefits of the Mergers on a timely basis or at all and HoldCo’s revenue, expenses, operating results and financial condition could be materially and adversely affected.

HoldCo may be unable to realize anticipated cost synergies and expects to incur substantial expenses related to the Mergers, which could have a material adverse effect on HoldCo’s business, financial condition and results of operations.

The Mergers are expected to generate annual run-rate synergies of $125 million to be realized within 18 months after completion of the Mergers and the Mergers are expected to become accretive to HoldCo’s non-GAAP earnings per share by the end of the first year after completion of the Mergers. The $125 million of run-rate synergies include annual operating cost synergies and exclude potential tax, capital expenditures, working capital and stock based compensation synergies. HoldCo expects to incur substantial non-recurring costs associated with combining the operations of the two companies and achieving the desired cost synergies. Marvell estimates the pre-tax costs to achieve the anticipated synergies from the Mergers to be $63 million in the first 18-months and no material costs in the fiscal periods thereafter, excluding stock-based compensation. These estimated costs will offset a portion of such cost synergies. HoldCo’s ability to achieve such estimated cost synergies in the timeframe described, or at all, is subject to various assumptions, which may or may not prove to be accurate. As a consequence, HoldCo may not be able to realize all of these cost synergies within the timeframe expected or at all. In addition, HoldCo may incur additional or unexpected costs in order to realize these cost synergies. Failure to achieve the expected cost synergies could significantly reduce the expected benefits associated with the Mergers.

In addition, Marvell and Inphi have incurred and will continue to incur substantial expenses in connection with the completion of the Mergers, including the fees and expenses of preparing and filing the Form S-4 Registration Statement that contains this joint proxy statement/prospectus with the SEC. These fees and expenses have been, and will continue to be, substantial. Marvell estimates transaction fees and expenses of $200 million to be incurred by the parties in connection with the completion of the Mergers, including, among others, fees paid to financial, legal and accounting advisors, employee benefit costs and filing fees.

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The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of HoldCo following the completion of the Mergers and many of these costs will be borne by Marvell and Inphi even if the Mergers are not completed.

HoldCo may face risks related to the COVID-19 pandemic which could significantly disrupt and adversely impact HoldCo’s manufacturing, research and development, operations, sales and financial results.

Marvell’s and Inphi’s businesses have been, and HoldCo’s business may be, adversely impacted by the effects of the COVID-19 pandemic. Following the completion of the Mergers, HoldCo’s third-party manufacturers, suppliers, third-party distributors, sub-contractors and customers are expected to be disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work; office and factory closures; disruptions to ports and other shipping infrastructure; border closures; and other travel or health-related restrictions. Depending on the magnitude of such effects on HoldCo’s manufacturing, assembling and testing activities or the operations of HoldCo’s suppliers, third-party distributors or sub-contractors, HoldCo’s supply chain, manufacturing and product shipments may be delayed, which could adversely affect HoldCo’s business, operations and customer relationships.

In addition to operational and customer impacts, the COVID-19 pandemic has had, and is expected to continue to have, a significant impact on (including an economic downturn in) the economies and financial markets of many countries, which may adversely affect demand for HoldCo’s products and adversely impact HoldCo’s operating results in both the near and long term. There can be no assurance that any decreases in sales resulting from the COVID-19 pandemic will be offset by increased sales in subsequent periods.

HoldCo may experience disruptions to its business operations resulting from work from home, quarantines, self-isolations and restrictions on the ability of HoldCo’s employees to perform their jobs, innovate, work together in teams and collaborate, and such disruptions could impact HoldCo’s ability to develop and design its products in a timely manner or meet required milestones or customer commitments. These disruptions may also impact HoldCo’s ability to win in time sensitive competitive bidding selection processes. In addition, work from home, quarantines, self-isolations, home schooling, continuing macroeconomic related uncertainty or caring for family members may result in heavy psychological, emotional or financial burdens for some of HoldCo’s employees, which may impact their productivity and morale and may lead to higher employee absences and higher attrition rates. HoldCo may also become subject to claims or lawsuits by employees, customers, suppliers or other parties regarding actions HoldCo may take in its operations in response to the COVID-19 pandemic.

Due to uncertainty regarding the severity and duration of the COVID-19 pandemic and related public health measures and macroeconomic impacts, at this time Marvell and Inphi are unable to predict the full impact of the COVID-19 pandemic on HoldCo’s business, financial condition, operating results and cash flows. In addition, the impacts of the COVID-19 pandemic will be exacerbated the longer the pandemic continues.

Marvell shareholders and Inphi stockholders will have a reduced ownership and voting interest after completion of the Mergers and will exercise less influence over management.

Marvell shareholders currently have the right to vote on the election of the Marvell Board and on other matters affecting Marvell. Similarly, Inphi stockholders currently have the right to vote on the election of the Inphi and on other matters affecting Inphi. Immediately following the Mergers, we anticipate that Marvell shareholders will own approximately 83% of HoldCo’s issued and outstanding common stock, and Inphi stockholders will own approximately 17% of HoldCo’s issued and outstanding common stock, each on a fully diluted basis. As a result, current Marvell shareholders and current Inphi stockholders will have less influence on the management and policies of HoldCo than shareholders and stockholders now have on the management and policies of Marvell and Inphi, respectively.

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Uncertainties associated with the Mergers may cause a loss of employees and may otherwise materially and adversely affect the future business and operations of HoldCo.

HoldCo’s success after the Mergers will depend in part upon the ability of HoldCo to retain executive officers and key employees of Marvell and Inphi. In some of the fields in which Marvell and Inphi operate, there are only a limited number of people in the job market who possess the requisite skills and it may be increasingly difficult for HoldCo to hire qualified personnel over time. HoldCo will operate in several geographic locations where the labor markets, especially for engineers, are particularly competitive. Each of Marvell and Inphi has experienced difficulty in hiring and retaining sufficient numbers of qualified management, technical, application engineering, marketing, sales and support personnel in parts of their respective businesses.

Current and prospective employees of Marvell and Inphi may experience uncertainty about their roles with HoldCo following the Mergers. In addition, key employees may depart because of issues relating to the uncertainty, actual or potential changes in compensation, titles or responsibilities, and difficulty of integration or a desire not to remain with HoldCo following the Mergers. The loss of services of any key personnel or the inability to hire new personnel with the requisite skills could restrict the ability of HoldCo to develop new products or enhance existing products in a timely manner, to sell products to customers or to manage HoldCo’s business effectively. Also, the business, financial condition and results of operations of HoldCo could be materially and adversely affected by the loss of any of its key employees, by the failure of any key employee to perform in his or her current position, or by HoldCo’s inability to attract and retain skilled employees, particularly engineers.

Third parties may claim that HoldCo is infringing such third parties’ intellectual property, and HoldCo could suffer significant litigation or licensing expenses or be prevented from selling its products or services.

The semiconductor industry is characterized by uncertain and conflicting intellectual property claims and vigorous protection and pursuit of intellectual property rights. Each of Marvell and Inphi is frequently involved in disputes regarding patent and other intellectual property rights. Each of Marvell and Inphi has in the past received, and HoldCo may in the future receive, communications from third parties asserting that certain of its products, processes or technologies infringe upon such third parties’ patent rights, copyrights, trademark rights or other intellectual property rights. Defending these claims may be costly and time consuming, and may divert the attention of management and key personnel from other business issues. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Claims of intellectual property infringement also might require HoldCo to enter into costly royalty or license agreements. HoldCo may be unable to obtain royalty or license agreements on acceptable terms, or at all. Similarly, changing its products or processes to avoid infringing the rights of others may be costly or impractical. HoldCo may also be subject to significant damages or injunctions against development and sale of certain of its products and services. Resolution of such disputes could have a material adverse effect on HoldCo’s results of operations or financial condition and may require material changes in production processes and products.

HoldCo may not be able to adequately protect or enforce its intellectual property rights, which could harm its competitive position.

HoldCo’s success and future revenue growth will depend, in part, on its ability to protect its intellectual property. HoldCo will primarily rely on patent, copyright, trademark and trade secret laws, as well as non-disclosure agreements and other methods, to protect its proprietary technologies and processes. It is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose, illegally or otherwise, HoldCo’s proprietary technologies and processes, despite efforts by HoldCo to protect its proprietary technologies and processes. While HoldCo’s subsidiaries will hold a significant number of patents, there can be no assurances that any additional patents will be issued. Even if new patents are issued, the claims allowed may not be sufficiently broad to protect HoldCo’s technology. In addition, any of Marvell’s or Inphi’s existing patents, and any future patents issued to HoldCo, may be challenged, invalidated or circumvented, either in

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connection with the Mergers or otherwise. As such, any rights granted under these patents may not provide HoldCo with meaningful protection. Marvell and Inphi may not have, and in the future HoldCo may not have, foreign patents or pending applications corresponding to its U.S. patents and applications. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. If HoldCo’s patents do not adequately protect its technology, competitors may be able to offer products similar to HoldCo’s products. HoldCo’s competitors may also be able to develop similar technology independently or design around its patents.

The Mergers could have an adverse effect on the Marvell and Inphi brands.

The success of Marvell and Inphi is largely dependent upon the ability of Marvell and Inphi to maintain and enhance the value of their respective brands, their customers’ connection to and perception of the brands, and a positive relationship with customers and suppliers. Brand value, and as a result the businesses and results of operations of Marvell and Inphi, could be damaged if the Mergers receive negative publicity or if customers or suppliers otherwise come to have a diminished view of the brands as a result of the Mergers or the common ownership of the existing businesses.

The incurrence of substantial indebtedness in connection with the financing of the Mergers may have an adverse impact on HoldCo’s liquidity, limit HoldCo’s flexibility in responding to other business opportunities and increase HoldCo’s vulnerability to adverse economic and industry conditions.

We expect to incur a significant amount of indebtedness in connection with the financing of the Mergers, which we expect will be funded using borrowings. We expect the proceeds from the Debt Financing to be used to pay the cash portion of the consideration for the Mergers and, along with cash on hand, to pay other fees and expenses required to be paid in connection with the Mergers. The use of indebtedness to finance the Mergers will reduce HoldCo’s liquidity and could cause HoldCo to place more reliance on cash generated from operations to pay principal and interest on Marvell’s debt, thereby reducing the availability of HoldCo’s cash flow for working capital, dividend and capital expenditure needs or to pursue other potential strategic plans. Marvell expects that the agreements it will enter into with respect to the indebtedness it will incur to finance the Mergers will contain, and the Term Loan Agreement contains, negative covenants, that, subject to certain exceptions, will include (or includes in the case of the Term Loan Agreement) limitations on indebtedness, liens, sale and leaseback transactions and mergers and other fundamental changes. Marvell’s ability to comply with these negative covenants can be affected by events beyond its control. The indebtedness and these negative covenants will also have the effect, among other things, of limiting HoldCo’s ability to obtain additional financing, if needed, limiting its flexibility in the conduct of its business and making HoldCo more vulnerable to economic downturns and adverse competitive and industry conditions. In addition, a breach of the negative covenants could result in an event of default with respect to the indebtedness, which, if not cured or waived, could result in the indebtedness becoming immediately due and payable and could have a material adverse effect on HoldCo’s business, financial condition or operating results.

Following completion of the Mergers, the credit rating of Marvell and/or Inphi could be downgraded and/or HoldCo may fail to obtain an investment grade rating, which may increase borrowing costs.

By reason of the debt incurred to finance the cash portion of the consideration for the Mergers, HoldCo will have a considerably higher level of indebtedness than Marvell and Inphi currently have in the aggregate, and there can be no assurance that the credit ratings of the existing Marvell debt or the existing Inphi debt will not be subject to a downgrade below investment grade. If a ratings downgrade were to occur or if HoldCo fails to obtain an investment grade rating, HoldCo could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility.

Because of higher debt levels, HoldCo may not be able to service its debt obligations in accordance with their terms after the completion of the Mergers.

HoldCo’s ability to meet its expense and debt service obligations contained in the agreements HoldCo expects to enter into with respect to the indebtedness HoldCo will incur to finance the Mergers will depend on HoldCo’s

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available cash and its future performance, which will be affected by financial, business, economic and other factors, including potential changes in laws or regulations, industry conditions, industry supply and demand balance, customer preferences, the success of HoldCo’s products and pressure from competitors. If HoldCo is unable to meet its debt service obligations after the Mergers or should HoldCo fail to comply with its financial and other negative covenants contained in the agreements governing its indebtedness, HoldCo may be required to refinance all or part of its debt, sell important strategic assets at unfavorable prices, incur additional indebtedness or issue common stock or other equity securities. HoldCo may not be able to, at any given time, refinance its debt, sell assets, incur additional indebtedness or issue equity securities on terms acceptable to HoldCo, in amounts sufficient to meet HoldCo’s needs. If HoldCo is able to raise additional funds through the issuance of equity securities, such issuance would also result in dilution to HoldCo stockholders. HoldCo’s inability to service its debt obligations or refinance its debt could have a material and adverse effect on its business, financial condition or operating results after the Mergers. In addition, HoldCo’s debt obligations may limit its ability to make required investments in capacity, technology or other areas of its business, which could have a material adverse effect on its business, financial condition or operating results.

The Mergers may result in significant charges or other liabilities, including taxes, that could adversely affect the financial results of HoldCo.

The financial results of HoldCo may be adversely affected by cash expenses and non-cash accounting charges incurred in connection with the integration of the business and operations of Marvell and Inphi. The amount and timing of these possible charges are not yet known. Further, failure to identify or accurately assess the magnitude of certain liabilities could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on HoldCo’s business, operating results or financial condition. The price of HoldCo Shares following the Mergers could decline to the extent HoldCo’s financial results are materially affected by any of these events.

HoldCo’s actual financial position and results of operations may differ materially from the unaudited pro forma financial data included herein.

The unaudited pro forma financial data included herein are presented for illustrative purposes only and are not necessarily indicative of what HoldCo’s actual financial position or results of operations would have been had the Mergers been completed on the dates indicated. These data reflect adjustments, which are based upon preliminary estimates, to allocate the purchase price to Inphi’s net assets. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Inphi as of the closing date of the Mergers. In addition, subsequent to the closing date of the Mergers, there may be further refinements of the purchase price allocation as additional information becomes available.

Accordingly, the accounting adjustments might differ materially from the transaction related adjustments reflected herein. See “Selected Unaudited Pro Forma Condensed Combined Financial Data” for more information.

HoldCo has no operating or financial history and the unaudited pro forma condensed combined financial statements included in this joint proxy statement/prospectus are preliminary. Therefore, the actual financial condition and results of operations of HoldCo after the Mergers may differ materially.

HoldCo has been recently incorporated in connection with the Mergers and has no operating history or revenues. This joint proxy statement/prospectus includes certain unaudited pro forma condensed combined financial information for HoldCo, which should be read in conjunction with the financial statements and related notes that are incorporated by reference into this joint proxy statement/prospectus. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Mergers and the Debt Financing

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had been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments that were developed using preliminary estimates based on available information and various assumptions, and may be revised as additional information becomes available. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the combined company, and the final acquisition accounting adjustments may differ materially from the transaction related adjustments reflected in this joint proxy statement/prospectus. Accordingly, HoldCo’s business, assets, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

The unaudited prospective financial information of Marvell and Inphi included in this joint proxy statement/prospectus involves risks, uncertainties and assumptions, many of which are beyond the control of Marvell and Inphi. As a result, it may not prove to be accurate and is not necessarily indicative of current values or future performance.

The unaudited prospective financial information of Marvell and Inphi referred to in “The Mergers—Opinion of Marvell’s Financial Advisor, J.P. Morgan” and “The Mergers—Opinion of Inphi’s Financial Advisor, Qatalyst Partners,” and contained in “The Mergers—Unaudited Prospective Financial Information,” involves risks, uncertainties and assumptions and is not a guarantee of future performance. While the unaudited prospective financial information utilized by Marvell, Inphi and their respective advisors in connection with the Mergers and summarized in this joint proxy statement/statement were prepared in good faith based on information available at the time of preparation, no assurances can be made regarding future events or that the assumptions made in preparing such unaudited prospective financial information will accurately reflect future conditions. In preparing such unaudited prospective financial information, Marvell’s management and Inphi’s management made assumptions regarding, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described or incorporated by reference in this section and the section titled “Cautionary Note Concerning Forward-Looking Statements,” all of which are difficult to predict and many of which are beyond the control of Marvell and Inphi and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions or projected results in the unaudited prospective financial information will be realized, and actual results will likely differ, and may differ materially, from those reflected in the unaudited prospective financial information. The unaudited prospective financial information was not prepared with a view toward public disclosure or compliance with published guidelines of the SEC or the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or GAAP and does not reflect the effect of any proposed or other changes in GAAP that may be made in the future.

HoldCo Shares to be received by Marvell shareholders in the Bermuda Merger and Inphi stockholders in the Delaware Merger will have rights different from the Marvell Shares and Inphi Shares, respectively.

Upon completion of the Mergers, Marvell shareholders and Inphi stockholders will no longer be holders of Marvell Shares or Inphi Shares, as applicable, but will instead be stockholders of HoldCo. The rights of former Marvell shareholders and former Inphi stockholders who become HoldCo stockholders will be governed by the HoldCo Charter and the HoldCo Bylaws, each of which will be adopted as of the Bermuda Merger Effective Time in substantially the forms attached as Annex F and Annex G, respectively. The rights associated with HoldCo Shares are different from the rights associated with Marvell Shares or Inphi Shares. See “Comparison of Rights.”

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Risks Related to the Change in Jurisdiction for Marvell Shareholders

Currently, the rights of Marvell shareholders arise under Bermuda law, the Marvell Memorandum of Association and the Marvell Bye-Laws. Upon completion of the Bermuda Merger, the rights of former Marvell shareholders, as HoldCo stockholders, will arise under U.S. federal law, Delaware law, the HoldCo Charter and the HoldCo Bylaws.

Currently, the rights of Marvell shareholders arise under Bermuda law, the Marvell Memorandum of Association and the Marvell Bye-Laws. Upon completion of the Mergers, Marvell will become a wholly owned subsidiary of HoldCo, a Delaware corporation, and former Marvell shareholders will become HoldCo stockholders. The rights of former Marvell shareholders who become HoldCo stockholders will be governed by the HoldCo Charter and the HoldCo Bylaws, each of which will be adopted as of the Bermuda Merger Effective Time in substantially the forms attached as Annex F and Annex G, respectively, as well as U.S. federal law and Delaware law. As a result, some of the rights of HoldCo shareholders could differ from the rights Marvell shareholders currently possess. Also, while class actions are generally not available to shareholders under Bermuda law, such actions are generally available under Delaware law. Thus, HoldCo may be subject to more shareholder litigation than Marvell and costly litigation could have a material adverse effect on the financial condition of HoldCo. For a more detailed description of your rights as a stockholder of HoldCo and how they may differ from your rights as a shareholder of Marvell, please see “Comparison of Rights” in this joint proxy statement/prospectus.

The HoldCo Charter provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any internal corporate claims, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with HoldCo or its directors, officers, employees or stockholders.

The HoldCo Charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any complaint asserting any internal corporate claims, including claims in the right of HoldCo that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. The federal district courts of the United States, to the fullest extent permitted by law, will be the exclusive forum for any complaint asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to actions arising under the Exchange Act. Since Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, a state court may permit a defendant to pursue an action arising under the Securities Act in state court. While the Delaware Supreme Court has recently upheld provisions of the certificates of incorporation of other Delaware corporations that are similar to the exclusive forum provision in the HoldCo Charter, a court of a state other than the State of Delaware could decide that such provisions are not enforceable under the laws of that state. The provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with HoldCo or its directors, officers, employees or stockholders, which may discourage such lawsuits against HoldCo and its directors, officers, employees or stockholders. Alternatively, if a court were to find the choice of forum provision contained in the HoldCo Charter to be inapplicable or unenforceable in an action, HoldCo may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect its business, financial condition and results of operations.

As a Delaware corporation, HoldCo’s corporate effective tax rate may be significantly higher than Marvell’s effective tax rate as a Bermuda domiciled company.

Upon completion of the Bermuda Merger, Marvell will become a wholly owned subsidiary of HoldCo, a Delaware corporation. As a result, the group will be subject to U.S. tax on its income, and HoldCo’s corporate effective tax rate may increase significantly from Marvell’s corporate effective tax rate as a Bermuda domiciled company, which could materially impact HoldCo’s financial results, including its earnings and cash flow, for periods after the completion of the Mergers. Marvell’s current corporate effective tax rate fluctuates significantly

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from period to period, and is based upon, among other things, the application of currently applicable income tax laws, regulations and treaties, as well as current judicial and administrative interpretations of these income tax laws, regulations and treaties, in various jurisdictions.

The highest statutory corporate tax rate for U.S. federal income tax purposes is 21%. HoldCo’s effective tax rate for purposes of financial reporting may, however, vary significantly from the federal statutory rate after the Mergers because of, among other things, permanent differences in the recognition of income and expense for U.S. GAAP and tax purposes, differences in how each jurisdiction in which Marvell operates treats certain items of income or expense, as well as any changes in valuation allowances. Marvell is unable to predict the impact of the Mergers on HoldCo’s effective tax rate for future periods. In addition, the tax laws of the United States and other jurisdictions could change in the future, and those changes could cause a material increase in HoldCo’s effective tax rates in future periods.

Risks Related to Marvell’s Business

You should read and consider risk factors specific to Marvell’s business that will also affect HoldCo after the completion of the Mergers. These risks are described in Marvell’s Annual Report on Form 10-K for the fiscal year ended February  1, 2020 and its Quarterly Reports on Form 10-Q for the quarterly periods ended May 2, 2020, August  1, 2020 and October 31, 2020, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

Risks Related to Inphi’s Business

You should read and consider risk factors specific to Inphi’s business that will also affect HoldCo after the completion of the Mergers. These risks are described in Inphi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in other documents that are incorporated by reference into this document. See “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

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FINANCIAL SUMMARY

Comparative Per Share Market Price

Marvell Shares and Inphi Shares are traded on Nasdaq under the symbols “MRVL” and “IPHI,” respectively. The following table presents trading information for Marvell Shares and Inphi Shares on October 28, 2020, the last trading day prior to the public announcement of the Mergers, and                      , 2021, the last practicable trading day prior to the filing of this joint proxy statement/prospectus with the SEC.

At the close of business on February 25, 2021, the Marvell Record Date, there were Marvell Shares issued and outstanding. At the close of business on February 25, 2021, the Inphi Record Date, there were Inphi Shares issued and outstanding.

Dividend Information

Holders of Marvell Shares are entitled to receive dividends when they are declared by the Marvell Board. Marvell declared its first quarterly cash dividend in May 2012. Marvell most recently paid a quarterly cash dividend of $0.06 per Marvell Share on October 28, 2020. On December 2, 2020, Marvell announced that the Marvell Board had declared the payment of its quarterly dividend of $0.06 per share to be paid on January 14, 2021 to all Marvell shareholders of record as of December 23, 2020. The Merger Agreement permits Marvell to continue to pay quarterly cash dividends at any time during each fiscal quarter in an amount not to exceed $0.06 per share. Future payment of a quarterly cash dividend on Marvell Shares will be subject to, among other things, the best interests of Marvell and its shareholders, Marvell’s results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements under Bermuda law, market conditions and other factors that the Marvell Board may deem relevant. The amount and timing of Marvell’s dividend payments may change from time to time, and Marvell cannot provide assurance that it will continue to declare dividends at all or in any particular amounts.

Inphi has never declared or paid any cash dividends on Inphi Shares and does not currently intend to do so for the foreseeable future. Inphi currently intends to invest its future earnings, if any, to fund its growth. The success of an investment in Inphi Shares will depend upon any future appreciation in their value. The Merger Agreement prohibits Inphi from declaring or paying any dividends.

Selected Historical Consolidated Financial Data of Marvell

The following table presents selected historical consolidated financial data of Marvell (i) as of and for each of the fiscal years within the five-year period ending February 1, 2020, (ii) for the nine months ended October 31, 2020 and November 2, 2019, and (iii) as of October 31, 2020.

The consolidated statement of operations data for the fiscal years ended February 1, 2020, February 2, 2019 and February 3, 2018, and the consolidated balance sheet data as of February 1, 2020 and February 2, 2019, have

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been derived from Marvell’s audited consolidated financial statements included in Marvell’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data for the fiscal years ended January 28, 2017 and January 30, 2016, and the consolidated balance sheet data as of February 3, 2018, January 28, 2017 and January 30, 2016, have been derived from Marvell’s consolidated financial statements as of such dates and for such periods, which have not been incorporated by reference into this joint proxy statement/prospectus.

The consolidated statement of operations data for the nine months ended October 31, 2020 and November 2, 2019, and the condensed consolidated balance sheet data as of October 31, 2020, have been derived from Marvell’s unaudited condensed consolidated financial statements included in its Quarterly Report on Form  10-Q for the fiscal quarter ended October 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. You should read the following selected financial data together with Marvell’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Marvell’s historical consolidated financial statements, including the related notes, and the other information contained or incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 267 for more information.

The results of operations for the historical periods included in the following table are not necessarily indicative of the results to be expected for future periods.

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Selected Historical Consolidated Financial Data of Inphi

The following table presents selected historical consolidated financial data of Inphi as of the end of and for the periods indicated. The selected consolidated statement of income (loss) data for the fiscal years ended December 31, 2020, December 31, 2019 and December 31, 2018, and the selected consolidated balance sheet data as of December 31, 2020 and 2019, have been derived from Inphi’s audited consolidated financial statements included in Inphi’s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected consolidated statement of income (loss) data for the fiscal years ended December 31, 2017 and December 31, 2016, and the selected consolidated balance sheet data as of December 31, 2018, December 31, 2017 and December 31, 2016 have been derived from Inphi’s consolidated financial statements for such periods, which have not been incorporated into this joint proxy statement/prospectus by reference.

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You should read the following selected historical consolidated financial data of Inphi in conjunction with Inphi’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and audited consolidated financial statements contained in the reports of Inphi filed with the SEC and incorporated herein by reference. For more information, see “Where You Can Find More Information.”