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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

10-K/A
(Amendment No. 1)
(Mark One)

☒  Annual Report Pursuant to Section 13 or 15(d) of

☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Securities Exchange Act of 1934

For thefiscal year ended December 31, 2020

2021

OR

☐  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from                   to

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                TO                
Commission File Number
001-39204

INTERPRIVATE ACQUISITION CORP.

AEVA TECHNOLOGIES, INC.
(Exact name of registrantRegistrant as specified in its charter)

Charter)
Delaware
 
84-3080757
(State or Other Jurisdiction
other jurisdiction of Incorporation)
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
  
1350 Avenue of the Americas
555 Ellis Street
Mountain View,
CA
 
94043
New York, NY10019
(Address of principal executive offices)
 
(zip code)Zip Code)

(212) 647-0166

(Issuer’s Telephone Number, Including Area Code)

Registrant’s telephone number, including area code: (650)
481-7070
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Classeach class
 
Trading Symbols
Symbol(s)
 
Name of Each Exchangeeach exchange on
Which Registered which registered
Units, each consisting of
Common stock, $0.0001 par value per share
AEVA
New York Stock Exchange
Warrants to purchase one share of common stock and one-half of one redeemable warrant
 IPV.U
AEVA.WS
 The
New York Stock Exchange
Common stock, par value $0.0001 per shareIPVThe New York Stock Exchange
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per shareIPV WSThe New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrantRegistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YesYES  ☐    NoNO  ☒

Indicate by check mark if the registrantRegistrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    YesYES  ☐    NoNO  ☒

Indicate by check mark whether the registrantRegistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrantRegistrant was required to file such reports), and (2) has been subject to such filing requirementrequirements for the past 90 days.    YesYES  ☒    NoNO  ☐

Indicate by check mark whether the registrantRegistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit such files).    YesYES  ☒    NoNO  ☐

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.

Large accelerated filer ☐☒Accelerated filer☐
Non-accelerated
filer ☒		☐Smaller reporting company ☒☐
 
Emerging growth company ☒☐

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 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

☒

Indicate by check mark whether the registrantRegistrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    YesYES  ☐    NO  ☒ No ☐

The aggregate market value of the voting stockand
non-voting
common equity held by
non-affiliates
of the registrantRegistrant, based on June 30, 2020, computed by reference to the closing price for such stock onof the New York Stock Exchange on such date, was $243,207,836. 

As of March 10, 2021, 31,055,500 shares of common stock par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference:on The information contained inNew York Exchange Stock Market on June 30, 2021, was $888 million.

The number of shares of Registrant’s common stock outstanding as of April 22, 2022, was 216,679,808.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-K/A
(this “Amendment”) amends the registrant’s definitive proxy statement/prospectus/consent solicitation statement dated February 12,Annual Report on Form
10-K
of Aeva Technologies, Inc. (the “Company,” “we,” “our,” “us” or “Aeva”) for the fiscal year ended December 31, 2021, as originally filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2021 (SEC File No. 333-251106)March 1, 2022 (the “Original
10-K”).
The purpose of this Amendment is incorporated intoto include information required by Part III of the Annual Report on Form
10-K
that was intentionally omitted from Part III of the Original
10-K.
In addition, this Amendment amends Item 15 of Part IV of the Original
10-K
to update the exhibit list and to include new certifications by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002, as required by
Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Except as described above, no other changes have been made to the Original
10-K.
The Original
10-K
continues to speak as of the dates described in the Original
10-K,
and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to such dates. Accordingly, this Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original
10-K,
as information in such filings may update or supersede certain portionsinformation contained in this Amendment
.
Table of Parts I, II, and III, as disclosed herein.

Contents
TABLE OF CONTENTS
 

Page
PART III
Item 10. Directors, Executive Officers and Corporate Governance
4
Item 11. Executive Compensation
8
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
18
Item 13. Certain Relationships and Related Transactions, and Director Independence
20
Item 14. Principal Accounting Fees and Services
22
PART IV
Item 15. Exhibits
23
Item 16. Form 10-K Summary
26
Signatures
27

CAUTIONARY

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includescontains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. TheseAll statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, the expected impact of the
COVID-19
pandemic on our operations, our business strategy and plans, and our objectives for future operations, are forward-looking statements can be identified by the use of forward-looking terminology, including thestatements. The words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,“believe,” “may,” “will,” “potential,” “projects,” “predicts,“estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under “Part I, Item 1A. Risk Factors,” and elsewhere in this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or “should,”the extent to which any factor, or in each case, their negative or other variations or comparable terminology. There can be no assurance thatcombination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.
As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our directors and executive officers, and certain information about each of them as of April 1, 2022 are set forth below.
Name
Age
Position
Soroush Salehian Dardashti
33Chief Executive Officer and Director
Mina Rezk
36President, Chief Technology Officer and Director
Saurabh Sinha
44Chief Financial Officer
Shahin Farshchi
43Director
Hrach Simonian
39Director
Ahmed M. Fattouh
48Director
Executive Officers and Directors
Soroush
Salehian
Dardashti
.
 Mr. Salehian serves as the Company’s Chief Executive Offer and is a member of the board of directors.
Mr. Salehian co-founded Aeva
with Mr. Rezk in December 2016 and has served as Chief Executive Officer and on the board of directors since that time. From February 2012 to November 2016, Mr. Salehian worked at Apple as a Manager, Product Development where he led teams developing consumer products and sensing systems. Mr. Salehian holds a Bachelor of Science in Mechanical Engineering from Stanford University. Mr. Salehian is well-qualified to serve on our board of directors due to his technical and operational expertise gained from serving as Chief Executive Officer
and Co-Founder of
Aeva and his professional and educational experience in high-technology manufacturing industries.
Mina
Rezk
.
 Mr. Rezk serves as the President, Chief Technology Officer, Chairman of the board of directors and director of the Company.
Mr. Rezk co-founded Aeva
with Mr. Salehian in December 2016 and has served as Chief Technology Officer and on the board of directors since that time. From January 2015 to November 2016, Mr. Rezk served as Sensing Engineering Manager — Special Project Group at Apple. Before that, Mr. Rezk served in various roles, including as Hardware Development Manager, at Nikon Metrology from February 2004 to February 2015. Mr. Rezk has over 17 years of experience developing sensor fusion systems for the automotive and aerospace industries. Mr. Rezk holds Bachelor of Science and Master of Science degrees in Electrical Engineering from George Mason University. Mr. Rezk is well-qualified to serve on our board of directors due to his technical and manufacturing expertise gained from serving as the Chief Technology Officer of Aeva and over 17 years of experience in the technology industry.
Saurabh
Sinha.
 Mr. Sinha serves as Chief Financial Officer of the Company. Mr. Sinha has served as Aeva’s Chief Financial Officer since September 2020. Prior to joining Aeva, Mr. Sinha was the Chief Accounting Officer of JUUL Labs from July 2018 to August 2020 and served as its interim Chief Financial Officer from January 2020 to May 2020. Prior to joining JUUL Labs, Mr. Sinha held various finance leadership roles, from March 2014 to June 2018, at InvenSense Inc., a motion sensors company. Mr. Sinha received his Bachelor of Commerce degree from the University of Delhi, India and his Master of Business Administration from The Wharton School of the University of Pennsylvania.
Shahin
Farshchi
.
 Mr. Farshchi serves as a Director of the Company. Mr. Farshchi has served as a member of Aeva’s Board of Directors since its inception in December 2016. Mr. Farshchi serves as a partner at Lux Capital, a venture capital firm he joined in 2006. Mr. Farshchi currently serves on the board of directors of numerous private companies. Mr. Farshchi holds a Bachelor of Science in Electrical Engineering and Computer Science from The University of California, Berkeley, a Master of Science degree, and a Doctor of Philosophy from the University of California, Los Angeles. We believe Mr. Farshchi is qualified to serve on our board of directors due to his extensive experience in identifying, investing in and building next-generation technologies and companies.
Hrach
Simonian.
 Mr. Simonian serves as a Director of the Company. Mr. Simonian has served as a member of Aeva’s Board of Directors since November 2017. Mr. Simonian serves as a General Partner at Canaan Partners, an early-stage venture capital firm he joined in 2007. Mr. Simonian currently serves on the Board of Directors of numerous private companies. Mr. Simonian holds a Bachelor of Science in Electrical Engineering from The University of California, Los Angeles, a Master of Science in Electrical Engineering from the University of Michigan, Ann Arbor, and a Master of Business Administration from the Stanford Graduate School of Business. We believe Mr. Simonian is qualified to serve on our board of directors due to his extensive experience in investing and developing companies.
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Ahmed M. Fattouh.
 Mr. Fattouh serves as a Director of the Company. Mr. Fattouh has served as a member of Aeva’s Board of Directors since its merger with InterPrivate Acquisition Corp., where he served as Chairman and CEO from December 2019 to March 2021. Since 2017, he has been the Chief Executive Officer of InterPrivate LLC, a private equity and growth capital investment firm and serial SPAC sponsor. In 2001, Mr. Fattouh founded Landmark Value Investments, an alternative asset management firm managing various hedge fund strategies. Previously, Mr. Fattouh was a member of the private equity group at Investcorp International and the M&A Department of Morgan Stanley & Co. in New York. He has executed transactions involving industry leaders including RJR Nabisco, Mobil Corporation, Ampolex, IBM, Elf Atochem, Tivoli Systems, Eagle Industries, Amerace, Washington Energy, Puget Power, Synergy Gas, KKR, Saks Fifth Avenue, Werner Ladder, Falcon Building Products, LVMH, Bliss, Eastern Software, and Fidelity National. Mr. Fattouh currently serves on the Board of Directors of InterPrivate II Acquistion Corp. InterPrivate III Financial Partners Inc. and InterPrivate IV InfraTech Partners Inc. Mr. Fattouh has served as a director of Columbia Medical Products, the Del Grande Dealer Group, Massmedium, Open Road Capital, InterPayments and Collective Sense. Mr. Fattouh received a Bachelor of Science in Foreign Service from Georgetown University. We believe Mr. Fattouh is well-qualified to serve on our board of directors given his significant experience and
in-depth
knowledge of private equity investing, capital markets and investment banking.
Corporate Governance
We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of this corporate governance include:
independent director representation on our audit, compensation and nominating and corporate governance committees, and our independent directors will meet regularly in executive sessions without the presence of our corporate officers
or non-independent directors;
and
at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC.
Composition of the Board of Directors
Our business and affairs are managed under the direction of our board of directors. Our board of directors is staggered in three classes. Mr. Fattouh is a Class I director, with his term expiring at the Company’s 2022 annual meeting of stockholders; Messrs. Farshchi and Simonian are as Class II directors, with terms expiring at the Company’s 2023 annual meeting of stockholders; and Messrs. Salehian and Rezk are Class III directors, with terms expiring at the Company’s 2024 annual meeting of stockholders.
Board Committees
Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and standing committees. We have a standing audit committee, nominating and corporate governance committee and compensation committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.
Audit Committee
Our audit committee is responsible for, among other things:
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appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
discussing with our independent registered public accounting firm their independence from management;
reviewing, with our independent registered public accounting firm, the scope and results of their audit;
approving all audit and
permissible non-audit services
to be performed by our independent registered public accounting firm;
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;
overseeing our financial and accounting controls and compliance with legal and regulatory requirements;
reviewing our policies on risk assessment and risk management;
reviewing related person transactions; and
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
Our audit committee consists of Messrs. Farshchi, Simonian and Fattouh, with Mr. Simonian serving as
chair. Rule 10A-3 of
the Exchange Act and the NYSE rules require that our audit committee have at least one independent member, have a majority of independent members and be composed entirely of independent members. Our board of directors has affirmatively determined that Messrs. Farshchi, Simonian and Fattouh each meet the definition of “independent director” for purposes of serving on the audit committee
under Rule 10A-3 of
the Exchange Act and the NYSE rules. Each member of our audit committee also meets the financial literacy requirements of NYSE listing standards. In addition, our board of directors has determined that Mr. Fattouh will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of
Regulation S-K. Our
board of directors has adopted a written charter for the audit committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not materially differ from expectations. Such statements include, but are not limited to any statements relatingbe incorporated in or to be a part of this Amendment.
Compensation Committee
Our compensation committee is responsible for, among other things:
reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the board of directors, in conjunction with a majority of the independent members of the board of directors) the compensation of our Chief Executive Officer;
overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our abilityboard of directors regarding the compensation of our other executive officers;
reviewing and approving or making recommendations to consummateour board of directors regarding our incentive compensation and equity-based plans, policies and programs;
reviewing and approving or making recommendations to our board of directors regarding all employment agreements and severance arrangements for our executive officers;
making recommendations to our board of directors regarding the compensation of our directors; and
retaining and overseeing any acquisitioncompensation consultants.
Our compensation committee consists of Messrs. Farshchi, Simonian and Fattouh, with Mr. Farshchi serving as chair effective November 29, 2021. Prior to such date, Mr. Simonian served as chair of the compensation committee. Our board of directors has affirmatively determined that Messrs. Farshchi, Simonian and Fattouh each meet the definition of “independent director” for purposes of serving on the compensation committee under the NYSE rules, including the heightened independence standards for members of a compensation committee, and are
“non-employee directors”
as defined in
Rule 16b-3
of the Exchange Act. Our board of directors has adopted a written charter for the compensation committee, which is available on our corporate website at www.aeva.com. Our Compensation Committee has engaged an independent compensation consultant, Aon Human Capital Solutions practice, a division of Aon plc (“Aon”). The scope of the engagement with Aon is described in the Compensation Discussion and Analysis under the heading “Use of Competitive Market Data and Peer Groups”. The information on any of our websites is deemed not to be incorporated in or to be a part of this Amendment.
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Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is responsible for, among other things:
identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;
periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;
overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and
developing and recommending to our board of directors a set of corporate governance guidelines.
Our nominating and corporate governance committee consists of Messrs. Farshchi, Simonian and Fattouh, with Mr. Farshchi serving as chair. Our board of directors has affirmatively determined that Messrs. Farshchi, Simonian and Fattouh each meet the definition of “independent director” under the NYSE rules. Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our corporate website at www.aeva.com. The information on any of our websites is deemed not to be incorporated in or to be a part of this Amendment.
Risk Oversight
Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.
Compensation Committee Interlocks and Insider Participation
None of our executive officers serves as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.
Code of Business Conduct and Ethics
We have adopted a written code of business combinationconduct and any other statementsethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on the corporate governance section of our corporate website. In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of the code. The information on any of our websites is deemed not to be incorporated in or to be a part of this Amendment.
No Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and holders of more than 10% of our common stock to file reports regarding their ownership and changes in ownership of our securities with the SEC, and to furnish us with copies of all Section 16(a) reports that they file.
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We believe that during the fiscal year ended December 31, 2021, our directors, executive officers, and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements. In making these statements, we have relied upon a review of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially duethe copies of Section 16(a) reports furnished to various factors, including, but not limitedus and the written representations of our directors, executive officers, and greater than 10% stockholders.
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Overview
This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program as it relates to our:

●ability to consummate the Proposed Business Combination (as such term is defined below);
●success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Proposed Business Combination;
●officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Proposed Business Combination;
●potential ability to obtain additional financing to complete the Proposed Business Combination;
●pool of prospective target businesses;
●failure to maintain the listing on, or the delisting of our securities from, the New York Stock Exchange (“NYSE”) or an inability to have our securities listed on NYSE or another national securities exchange following the Proposed Business Combination;
●the ability of our officers and directors to generate a number of potential investment opportunities;
●potential change in control if we acquire one or more target businesses for stock;
●public securities’ potential liquidity and trading;
●lack of a market for our securities;
●use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or
●our financial performance.

the following “named executive officers.”

Soroush Salehian Dardashti, our Chief Executive Officer
Mina Rezk, our Chief Technology Officer
Saurabh Sinha, our Chief Financial Officer
The discussion in this section contains forward-looking statements contained in this annual reportthat are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section. The following discussion should be read together with the compensation tables and related disclosures set forth below.
Business Overview and Compensation Philosophy
Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to consumer electronics, consumer health, industrial automation and security. Our 4D
LiDAR-on-chip
combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.
Under the leadership of our senior management team, in 2021 we went public through a merger with a Special Purchase Acquisition Company (“deSPAC”) transaction as an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012, and became subject to the Securities and Exchange Commission’s reporting requirements of a large accelerated filer effective with the filing of our Form
10-K
for the fiscal year ended December 31, 2021. In connection with these transitions, in our first year as a publicly traded company we began a process to transform the Company’s compensation policies, processes and programs from those of a
founder-led
private company into those expected of U.S. based publicly traded companies, while retaining a necessary measure of flexibility as we adapt to change.
Our executive compensation program is designed to achieve the following objectives:
Attract and retain a highly talented team of executives;
Ensure that the interests of our executive officers are aligned with the interests of our stockholders;
Reward our executive officers for their performance and motivate them to achieve the Company’s strategic goals; and
Ensure that the total compensation paid to each of our named executive officers is fair, reasonable and competitive.
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We provide our executive officers with a significant portion of their compensation through cash incentive compensation determined based upon the achievement of financial, operational and individual performance metrics as well as through equity compensation that vests on the basis of performance milestones and/or continued service.
The following features of our compensation program are designed to align our executive team with stockholder interests and with market best practices:
What We Do
What We Don’t Do
✓Maintain an industry-specific peer group for evaluating the competitiveness of our pay
✓Consult with an independent compensation consultant on compensation levels and practices
✓Deliver executive compensation primarily through performance-based pay
×
Provide tax
gross-up
payments for any
change-in-control
payments
×
Provide special or supplemental executive retirement plans that are exclusive to the executive population
Executive Compensation Determination Process
Our compensation committee expects to review our compensation program for our executive officers annually. In setting executive base salaries and target bonuses and granting equity incentive awards, the compensation committee considers compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and beliefs concerning future developmentsobjectives, our desire to motivate our employees to achieve short- and their potential effectslong-term results that are in the best interests of our stockholders, and a long-term commitment to our Company.
Our compensation committee reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on us. Future developments affecting usthose discussions and its discretion, taking into account the factors noted above, the compensation committee then approves, without members of management present, the compensation for each executive officer. The compensation committee may not be those that we have anticipated. These forward-looking statements involve a numberalso make recommendations to the board of risks, uncertainties (somedirectors with respect to the compensation of which are beyond our control)executive officers other than the Chief Executive Officer.
Use of Competitive Market Data and other assumptions that may cause actual results or performancePeer Groups
Our compensation committee is authorized under its charter to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described underretain the heading “Risk Factors.” Shouldservices of one or more of these risks or uncertainties materialize, or should anyexecutive compensation advisors in connection with the establishment of our assumptions prove incorrect, actual resultscompensation programs and related policies. In late 2021, as part of the process of transforming the Company’s compensation processes and programs to those expected of a U.S. based publicly traded company, the compensation committee sought to engage an external compensation consultant, and ultimately retained a national compensation consultant, Aon Human Capital Solutions practice, a division of Aon plc (“Aon”) in January 2022. Our compensation committee engaged Aon to assist with the following objectives:
Developing a group of peer companies to help the us determine the appropriate level of overall compensation for our executive officers in fiscal 2022;
Evaluating the overall competitiveness of our compensation program for our executive officers in fiscal 2022;
Evaluating the appropriateness and overall competitiveness of our Company-wide equity compensation guidelines, burn rate and the size of our equity plan share reserve; and
Assessing each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers in fiscal 2022 and beyond is deemed appropriate, competitive and fair.
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The compensation committee directs Aon to provide it with competitive market data and analysis based on a select group of peers and companies and published compensation survey data, as well as information about current market practices and trends, compensation structures and peer group compensation ranges. The competitive market data Aon provides is based on a compensation peer group selected and approved by the compensation committee with input and guidance from Aon and published compensation survey data from Radford Surveys in cases where there is insufficient data for specific executive positions with the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business focus, and various financial criteria, including revenue, market capitalization, total shareholder return, and research and development expense.
Based on the foregoing criteria, our peer group, as approved by our compensation committee in January 2022, is comprised of the following 17 companies:
Cerence Inc.
Canoo Inc.
C3.ai, Inc.
Fisker Inc.
FormFactor, Inc.
FuelCell Energy, Inc.
Hyliion Holdings Corp.
JFrog Ltd.
Luminar Technologies, Inc.
Nikola Corporation
nLIGHT, Inc.
PAR Technology Corporation
Power Integrations, Inc.
QuantumScape Corporation
SiTime Corporation
Velodyne Lidar, Inc.
Virgin Galactic Holding, Inc.
We believe that the compensation practices of our peer group will provide us with appropriate compensation data for purposes of the objectives identified above.
Notwithstanding the similarities of our Company to those of our peer group, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may varybe able to offer greater equity compensation upside potential. In large part because we had not yet adopted a peer group until January 2022, we did not target any specific percentile of our peer group with respect to the 2021 compensation program as described in this CD&A; however, the compensation committee has been evaluating peer group data provided by Aon in determining the size of the bonus, if any, to award the executive officers based on the Company’s performance in 2021. Although the compensation committee may target compensation in future years to a specific percentile of the peer group data, they also expect to consider other criteria, including market factors, the experience level of the executive and the executive’s performance against established company goals, in determining variations to this general target range.
2021 Base Salary
We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. Our board of directors has historically determined our executives’ base salaries; however, base salaries are now determined by the compensation committee.
In March 2021 we approved increases in base salary for Mr. Dardashti and Mr. Rezk, retroactive to January 1, 2021, based on the increased responsibilities associated with their roles as named executive officers of a publicly traded company following the deSPAC transaction. Mr. Sinha’s employment commenced in September 2020, and we determined that no adjustment to his base salary was needed due to the limited period of time that had elapsed between his hire date and the effective date of the 2021 merit increases for the other executive officers. The table below sets forth the adjustments to base salary that were approved for each of Mr. Dardashti and Mr. Rezk:
Name
  
2020
Base Salary ($)
   
2021
Base Salary ($)
   
% Change
 
Soroush Salehian Dardashti
   320,000    450,000    40.6%
Mina Rezk
   370,000    500,000    35% 
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2021 Bonuses
We have historically paid discretionary annual bonuses. In connection with the completion of the deSPAC transaction, the board of directors approved the payment of the following transaction-based bonuses to our named executive officers in March 2021.
Name
deSPAC Cash Transaction Bonus
Soroush Salehian Dardashti
$1,000,000
Mina Rezk
$1,000,000
Saurabh Sinha
$100,000
In response to the competitive market for talent at all levels in the San Francisco Bay Area where we are headquartered, and to show the Company’s appreciation for the hard work of the Company’s employees at all levels, in December 2021 each of the Company’s employees, including the Company’s named executive officers, were awarded a spot bonus in the amount of $1,000.
We delayed our decision-making process with respect to the amount of bonuses to be paid, if any, to our named executive officers based on Company performance during the 2021 fiscal year, in connection with the compensation committee’s engagement of Aon and the establishment of the Company’s peer group. Pursuant to his employment agreement, Mr. Sinha is eligible for a performance-based cash bonus of up to $50,000 each year, with the exact amount of any such bonus to be determined by the compensation committee.
Long-Term Incentives
Although we do not have a formal policy with respect to the grant of equity incentive awards to our named executive officers, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote executive retention over the vesting period.
Our compensation committee expects to periodically review the equity-based incentive compensation holdings of our named executive officers and may grant equity incentive awards that vest on the basis of performance metrics and/or a service-based vesting schedule from time to time. In fiscal 2021, the compensation committee determined that the size and value of outstanding unvested equity awards held by our named executive officers represented a significant incentive to retain those executive officers in the near term. As a result, we did not grant equity awards to our named executive officers in fiscal 2021, although we may do so in one or more future years. We previously granted stock option awards to purchase shares of our stock to Messrs. Dardashti and Rezk in fiscal years preceding 2021, and restricted stock units to Mr. Sinha in fiscal year 2020 that vest on the basis of both service-based vesting over a four year period and the completion of the deSPAC transaction, as described in more detail in the “2021 Summary Compensation” table below.
The market for qualified and talented employees and executives in the San Francisco Bay Area where our offices are headquartered is highly competitive and we compete for talent with many companies that have significantly greater resources than we do. Accordingly, we believe the potential upside of equity compensation is a crucial component of any competitive executive compensation package we offer. In connection with our engagement of Aon, we began the process of evaluating the appropriateness and overall competitiveness of our Company-wide equity compensation guidelines, burn rate and the size of our equity plan share reserve.
In determining the form, size, frequency, and material respectsterms of named executive officer equity awards in 2022 and beyond, our compensation committee expects to consider, among other factors, each executive officer’s role criticality relative to others at our company and the Company’s major strategic initiatives, company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, any outstanding contractual obligations to award equity to an executive officer, and the determination of our compensation committee, Chief Executive Officer, and compensation consultants of the essential need to retain these executive officers.
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Benefits and Other Compensation
Health and Welfare Benefits
Other compensation to our executives consists primarily of the broad-based benefits we provide to all full-time employees in the United States, including medical and dental insurance, and a 401(k) plan.
Our
tax-qualified
401(k) plan provides eligible employees with an opportunity to save for retirement on a
tax-advantaged
basis. Under our 401(k) plan, employees may elect to defer up to 100% of their eligible compensation subject to applicable annual limits set pursuant to the Internal Revenue Code. Our 401(k) plan permits participants to make both
pre-tax
and certain
after-tax
(Roth) deferral contributions. The retirement plan is intended to qualify under Section 401(a) of the Code. We match 50% of employees’ contributions to the 401(k) plan up to 3% of compensation. Employees are 100% vested in their contributions to the 401(k) plan, and a vesting schedule is applied to the company match.
Perquisites
Our compensation philosophy is generally not to provide significant perquisites to our named executive officers. However, we believe that Mr. Rezk’s presence in our Silicon Valley offices is critical to our culture and to the commercialization of our technology. As a result, Mr. Rezk, who is based in Virginia, received company-paid airfare, housing and living expense benefits from those projectedus in these forward-looking statements.connection with his frequent business travel to our Silicon Valley offices. We undertake no obligationbelieve the provision of such airfare and housing and living expenses is appropriate and necessary to updateour culture, the commercialization of our technology, and to assist him in the performance of his duties. His airfare, housing and other travel-based commuting benefits represented an aggregate payment during 2021 of $96,989.
Pension and Deferred Compensation Plans
We do not offer any defined benefit pension plans or revisenonqualified deferred compensation arrangements for our employees.
Hedging Policy
As part of our insider trading policy, all officers, directors and employees are prohibited from engaging in short sales of our securities, establishing margin accounts, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as
zero-cost
dollars, exchange funds, and forward sale contracts) involving our securities.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Generally, Section 162(m) of the Code (“Section 162(m)”) disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any forward-looking statements, whetherfiscal year to certain specified executive officers. Those executive officers generally consist of a public corporation’s chief executive officer, chief financial officer and up to three other executive officers whose compensation is required to be disclosed to stockholders under the Securities Exchange Act as amended, because they are our most highly-compensated executive officers, and certain former executive officers.
In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, the compensation committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the compensation committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The compensation committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals. The compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in
non-deductible
compensation expense.
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Taxation of “Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officers, with a
“gross-up”
or other reimbursement payment for any tax liability that the executive officer might owe as a result of new information, future eventsthe application of Sections 280G or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur4999 of the Code.

Section 409A of the Internal Revenue Code
Section 409A of the Code imposes additional significant taxes in the future.event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a nonqualified deferred compensation plan, Section 409A of the Code may apply to certain severance arrangements, bonus arrangements and equity awards. We caution you that forward-looking statements areintend to structure all our severance arrangements, bonus arrangements and equity awards in a manner to either avoid the application of Section 409A or, to the extent doing so is not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistentpossible, to comply with the forward-looking statements contained in this annual report, those results or developments may not be indicativeapplicable requirements of results or developments in subsequent periods.

i

INTERPRIVATE ACQUISITION CORP.

FORM 10-K

TABLE OF CONTENTS

PART I
Item 1.Business.1
Item 1A.Risk Factors.3
Item 1B.Unresolved Staff Comments.3
Item 2.Properties.3
Item 3.Legal Proceedings.3
Item 4.Mine Safety Disclosures.3
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.4
Item 6.Selected Financial Data.4
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.4
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.6
Item 8.Financial Statements and Supplementary Data.7
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.7
Item 9A.Controls and Procedures.7
Item 9B.Other Information.
PART III
Item 10.Directors, Executive Officers and Corporate Governance.8
Item 11.Executive Compensation.8
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.8
Item 13.Certain Relationships and Related Transactions, and Director Independence.9
Item 14.Principal Accounting Fees and Services.9
PART IV
Item 15.Exhibits, Financial Statement Schedules.10
Item 16.Form 10-K Summary.10

ii

PART I

ITEM 1. BUSINESS

In this Annual Report on Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our” refer to InterPrivate Acquisition Corp.

General

We are a blank check company formed under the lawsSection 409A of the State of Delaware on August 16, 2019. Code.

Accounting for Stock-Based Compensation
We were formedfollow the Financial Accounting Standards Board (“FASB”) ASC 718 for our stock-based compensation awards. FASB ASC 718 requires us to measure the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” We may pursue a business combination opportunity in any business or industry we choose. Prior to signing the Business Combination Agreement (defined below), our efforts have been primarily limited to organizational activities, activities relatedcompensation expense for all share-based payment awards made to our initial public offering (“IPO”)employees and pursuing
non-employee
members of our initial business combination.

In August 2019, we issued an aggregateBoard of 5,750,000Directors, including options to purchase shares of our common stock (“founder shares”)and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Risk Assessment
We believe that our executive compensation program does not encourage excessive or unnecessary risk taking. As described more fully above, we structure our pay to consist of both fixed and variable compensation, particularly in connection with our
pay-for-performance
compensation philosophy. We believe this structure motivates our executives to produce superior short- and long-term results that are in the best interests of our Company and stockholders in order to attain our ultimate objective of increasing stockholder value, and we have established, and our compensation committee endorses, several controls to address and mitigate compensation related risk. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
REPORT OF THE COMPENSATION COMMITTEE
The information contained in this report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis section of this annual report with management. Based on the review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis section be included in this annual report on Form
10-K/A
for the fiscal year ended December 31, 2021.
THE COMPENSATION COMMITTEE
Shahin Farshchi, Committee Chair
Ahmed M. Fattouh
Hrach Simonian
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EXECUTIVE COMPENSATION
2021 Summary Compensation Table
The following table sets forth the total compensation awarded to, earned by and paid during the fiscal years ended December 31, 2021 and December 31, 2020 for each of our named executive officers.
Name and Principal Position
  
Year
   
Salary
($)
   
Bonus
($)(1)
   
Option
Awards
($)(2)
   
Stock
Awards
($)(3)
   
All other
compensation
($)
  
Total
($)
 
Soroush Salehian Dardashti
Chief Executive Officer
   2021    450,000    1,001,000    —      —      12,300 (4)   1,463,300 
    2020    320,000    120,000    2,070,051    —          2,510,051 
Mina Rezk
Chief Technology Officer
   2021    500,000    1,001,000    —      —      129,878 (5)   1,630,878 
    2020    370,000    120,000    3,848,697    —      105,156   4,443,853 
Saurabh Sinha
Chief Financial Officer (6)
   2021    300,000    101,000    —               401,000 
    2020    76,367    —      —      8,026,241        8,102,608 
(1)
2021 bonus amounts reflect discretionary bonuses paid to the named individual upon the completion of the Company’s deSPAC transaction, and a Company-wide spot bonus in the amount of $1,000 awarded in December 2021.
Annual bonus amounts earned in 2021 and to be paid in 2022 have not yet been determined by our compensation committee and therefore are not calculable through the latest practicable date or included in the Bonus column for the 2021 year. Any 2021 discretionary bonus is expected to be determined by the compensation committee, in its reasonable business judgment prior to the end of the Company’s second fiscal quarter in 2022
.
(2)
Amounts reflect the full grant-date fair value of stock options granted during fiscal year 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options made to named executive officers in Note 12 of our financial statements incorporated by reference in this Form
10-K/A.
The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying shares of common stock.
(3)
Amounts reflect the full grant-date fair value of restricted stock units granted to Mr. Sinha during fiscal year 2020, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by Mr. Sinha. Because the award was made contingent upon the consummation of the deSPAC transaction, and the satisfaction of such performance condition was not considered to have been probable for accounting purposes under ASC Topic 718 until that event occurred, no value was attributed to such award under ASC Topic 718 at the time of grant. We provide information regarding the assumptions used to calculate the value of all restricted stock units made to Mr. Sinha in Note 12 of our financial statements incorporated by reference in this Form
10-K/A.
The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by Mr. Sinha upon the vesting of the restricted stock units.
(4)
Amount shown reflects a $3,600 meal allowance, and a 401(k) plan matching contribution in the amount of $8,700.
(5)
Amount shown reflects $56,204 in housing and living expense, $40,785 in Company paid airfare, $3,600 in meal allowance, and $8,700 in 401(k) matching contributions for Mr. Rezk.
(6)
Mr. Sinha commenced employment with us as Chief Financial Officer in September 2020, and his 2020 base salary was prorated accordingly.
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Grants of Plan-Based Awards
No equity awards were made to our named executive officers in the 2021 fiscal year.
Outstanding Equity Awards at Fiscal
Year-End
The following table presents information regarding all outstanding equity awards held by each of our named executive officers on December 31, 2021.
   
Option Awards (1)
   
Stock Awards
 
Name
  
Grant
Date
  
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
   
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
   
Option
Exercise
Price
($)
   
Option
Expiration
Date
   
Number Of
Shares
or Units
of Stock
That Have
Not Vested
(#)
   
Market
Value of
Shares
or Units
of Stock
That Have
Not Vested
($)
(4)
 
Soroush Salehian Dardashti
   1/23/2020 (2)   868,930    944,491    0.5476    1/23/2030    —        
    2/6/2019   1,880,461    —      0.2622    2/6/2029    —        
Mina Rezk
   1/23/2020 (2)   1,615,540    1,756,023    0.5476    1/23/2030    —        
    2/6/2019   3,496,203    —      0.2622    2/6/2029    —        
Saurabh Sinha
   11/18/2020 (3)   —      —      —           820,940    6,206,306 
(1)
Each option grant is subject to the terms of our 2016 Stock Incentive Plan (“2016 Plan”). Shares underlying each award granted under our 2016 Plan are shares of common stock of the Company.
(2)
Shares subject to the stock option vest in 48 equal monthly installments on each anniversary of the grant date, subject to accelerated vesting upon a termination of employment with the Company without “cause” or a resignation for “good reason” (each such term as defined in the applicable award agreement) that occurs in connection with or 12 months after the closing of a Business Combination (as defined in the applicable award agreement).
(3)
The restricted stock unit award to Mr. Sinha became eligible to vest only in the event a certain business combination was successfully completed, which occurred in connection with the completion of the deSPAC transaction. With respect to 864,155 of the shares subject to the restricted stock unit award, 25% of such shares vested on September 28, 2021, and the remaining 75% of such underlying shares vest in six equal semi-annual installments thereafter and (b) with respect to 172,827 of the shares subject to the restricted stock unit award, 25% of such shares vested on March 12, 2022, and the remaining 75% of such underlying shares will vest in six equal semi-annual installments thereafter; provided, that all of the shares subject to the restricted stock unit award shall vest upon the termination of the recipient’s service to the company without cause (as defined in the 2016 Plan) or for good reason (as defined in the recipient’s employment offer letter) within 12 months following a change in control.
(4)
The market value is based on the $7.56 fair market value of Aeva common stock on December 31, 2021, the closing selling price of the Aeva common stock on such date.
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Option Exercises and Stock Vested
The following table shows information regarding the vesting of stock awards held by our named executive officers during fiscal year 2021. None of our named executive officers exercised stock options during 2021.
   
Stock Awards
Name
  
Number of Shares Acquired on
Vesting (#)
  
Value Realized on Vesting ($)
Saurabh Sinha
    216,042     1,698,090 
Pension Benefits and Nonqualified Deferred Compensation.
We do not maintain any pension or
non-qualified
deferred compensation plans or arrangements.
Employment, Severance and Change in Control Arrangements
We entered into offer letters with each of our named executive officers, the material terms of which are summarized below. Each of our named executive officers is employed
at-will,
and each of our named executive officers has entered into a standard form agreement with respect to confidential information and assignment of inventions.
Pursuant to Mr. Salehian’s offer letter, Mr. Salehian was entitled to an aggregate purchaseinitial annual base salary of $210,000, which has subsequently been increased to $450,000 for the 2021 fiscal year.
Pursuant to Mr. Rezk’s offer letter, Mr. Rezk was entitled to an initial annual base salary of $210,000, which has subsequently been increased to $500,000 for the 2021 fiscal year, and is eligible to be reimbursed for reasonable air travel costs and the reasonable costs of a furnished apartment in the San Francisco Bay Area.
Pursuant to Mr. Sinha’s offer letter, Mr. Sinha is entitled to an initial base salary of $300,000. Mr. Sinha is also entitled to receive equity awards in connection with his commencement of employment, which were granted in the form of restricted stock units on November 18, 2020. The entire award was to be forfeited for no consideration if the closing of our deSPAC transaction had not occurred. Mr. Sinha is also eligible for a performance-based cash bonus of up to $50,000 each year.
Each outstanding equity award held by our named executive officers provides that such award will vest on an accelerated basis in the event the executive officer’s service relationship is terminated by the company without “cause” or in the event the executive officer resigns for “good reason” (each such term as defined in the applicable award agreement) in connection with or 12 months after a change in control.
Potential Payments Upon Termination or Change of Control
The amount of compensation and benefits payable to each of our named executive officer upon a change in control has been estimated in the table below.
Each outstanding equity award held by our named executive officers provides that such award will vest on an accelerated basis in the event the executive officer’s service relationship is terminated by the company without “cause” or in the event the executive officer resigns for “good reason” (each such term as defined in the applicable award agreement) in connection with or 12 months after a change in control.
The value of the accelerated vesting was calculated based on the assumption that the change in control and executive officer’s employment termination occurred on December 31, 2021 under circumstances that constituted a termination without “cause” or a resignation for “good reason”. The per share closing price of $25,000, or approximately $0.004the Company’s stock
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Table of Contents
on the New York Stock Exchange as of December 31, 2021 was $7.56, which was used as the value of the Company’s stock in the change in control. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares outstanding on December 31, 2021, by the difference between $7.56 and the per share exercise price for such unvested option shares. The value of restricted share unit vesting acceleration was calculated by multiplying the number of unvested restricted share units as of December 31, 2021, by the per share closing price of the Company’s stock as of December 31, 2021.
Executive
  
Executive Benefits and

Payment upon Termination
  
Termination by

Company without

Cause or Voluntary

Resignation for

Good Reason within 12 months

Following a Change in Control ($)
 
Soroush Salehian Dardashti
  Acceleration of Option Shares  $6,623,148 
   Acceleration of Restricted Stock Units   —   
Mina Rezk
  Acceleration of Option Shares  $12,313,935 
   Acceleration of Restricted Stock Units   —   
Saurabh Sinha
  
Acceleration of Option Share
s		   —   
   Acceleration of Restricted Stock Units  $6,206,306 
Director Compensation
We have not yet implemented a policy with respect to InterPrivate Acquisition Management LLC (the “Sponsor”), an affiliatethe compensation of InterPrivate Capital LLC, an entity controlledour
non-employee
directors. In 2021, our
non-employee
directors did not receive any cash or equity compensation for their service in such capacity, and our
non-employee
directors did not hold any unvested equity awards as of December 31, 2021.
Chief Executive Officer Pay Ratio
As required by Ahmed M. Fattouh,Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our Chairmanmedian employee and the annual total compensation of our Chief Executive Officer. In
When determining our median compensated employee, we included annual base salary for our employee population of approximately 226 employees, of which all but one are full-time, other than our Chief Executive Officer, as of December 2019,31, 2021 (the “Determination Date”), and annualized the Sponsor contributed an aggregatebase salary for all employees hired between January 1, 2021 and December 31, 2021, and remained actively employed on December 31, 2021.
For fiscal 2021, the annual total compensation for the median employee of 718,750 founder shares back toAeva (other than our capitalChief Executive Officer) was $208,228 and the annual total compensation of our Chief Executive Officer was $1,463,300. Based on this information, for no additional consideration resulting in there being an aggregate of 5,031,250 founder shares outstanding. In February 2020,fiscal year 2021, we effectuated a dividend of 0.2 shares of common stock for each share of common stock, resulting in there being an aggregate of 6,037,500 founder shares outstanding.

In September 2019, we also issued to designees of EarlyBirdCapital Inc.,estimate that the representativeratio of the underwritersannual total compensation of our Chief Executive Officer to the annual total compensation of the median employee was 7 to 1.

The pay ratio described above is a reasonable estimate calculated in our IPO, an aggregatea manner consistent with Item 402(u) of 300,000Regulation
S-K.
SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies.
This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the company used the foregoing pay ratio measure in making compensation decisions.
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Equity Compensation Plan Information
The
Company currently maintains two equity compensation plans: the 2021 Incentive Award Plan (the “2021 Plan”) and the legacy Aeva 2016 Plan, awards under which were assumed in connection with the business combination and the completion of the deSPAC transaction. The following table shows information, as of December 31, 2021, with respect to shares of our common stock that may be issued under our equity compensation plans.
   
(a)
  
(b)
  
(c)
 
Plan category
  
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
  
Weighted-average
exercise price of
outstanding options,
warrants and rights
  
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
 
Equity compensation plans approved by security holders
  
 
20,489,435
(1) 
 
$
0.39
(2) 
 
 
9,256,007
(3) 
Equity compensation plans not approved by security holders
   —   —   — 
   
 
 
  
 
 
  
 
 
 
Total
   20,489,435  $0.39   9,256,007 
   
 
 
  
 
 
  
 
 
 
(1)
Includes 5,526,502 shares of common stock that have previously been granted as restricted stock units under our 2021 Plan but are pending issuance upon vesting, and 1,104,577 shares of common stock that have been granted as restricted stock units but are pending issuance upon vesting and 13,858,356 shares of common stock issuable upon the exercise of outstanding stock options, each awarded under our 2016 Plan prior to the completion of the deSPAC transaction and assumed in connection with the business combination. To the extent awards outstanding under our 2016 Plan or our 2021 Plan are forfeited, expire or are settled for cash, the shares reserved for issuance pursuant to such awards will become available for issuance as shares of common stock under the 2021 Plan.
(2)
The weighted average exercise price of the outstanding options is $0.39 per share. No weighted-average exercise price is calculated with respect to the restricted stock units, which have no exercise price.
(3)
Represents shares available for issuance under the 2021 Plan. Since the date of effectiveness of the business combination, we have not and will not grant any further awards under the 2016 Plan.
Item 12. Security Ownership of which 50,000 shares received byCertain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding the underwriter were contributed back to our capital for no additional consideration as a result of the dividend effectuated by us in February 2020 as described above at a price of $0.0001 per share.

On February 6, 2020, we consummated the IPO of 21,000,000 InterPrivate Units. Each InterPrivate Unit consists of one sharebeneficial ownership of our common stock and one-halfas of one InterPrivate Warrant, with April 1, 2022 by:

each whole InterPrivate Warrant entitlingperson who is the holder to purchase one sharebeneficial owner of our common stock at a price of $11.50 per share. The InterPrivate Units were sold at an offering price of $10.00 per InterPrivate Unit, generating gross proceeds of $210,000,000.

Simultaneously with the consummation of the IPO, we consummated the private placement of 555,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $5,550,000. The Private Units were sold to the Sponsor and EarlyBirdCapital and its designees. The Private Units are identical to the InterPrivate Units sold in the IPO, except that the warrants underlying the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

On February 10, 2020, we consummated the sale of an additional 3,150,000 InterPrivate Units that were subject to the underwriters’ over-allotment option at $10.00 per InterPrivate Unit, generating gross proceeds of $31,500,000. Simultaneously with the closing of the sale of additional InterPrivate Units, we consummated the sale of an additional 63,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $630,000.

Following the closing of the over-allotment option and sale of additional Private Units, an aggregate amount of $241,500,000 was placed in the Company’s trust account established in connection with the IPO (the “Trust Account”). We may withdraw from the Trust Account interest earned on the funds held therein necessary to pay our income or other taxes, if any. Except as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K, these proceeds will not be released until the earlier of the completion of an initial business combination and our redemption of 100%more than 5% of the outstanding shares issued inof common stock;

each of the IPO upon our failure to consummate a business combination withinCompany’s named executive officers and directors; and
all of the required time period.

The remaining proceeds from our IPOCompany’s executive officers and simultaneous private placement, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

For further details regarding our business, see the section titled “Information about InterPrivate” contained in our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, incorporated by reference herein.

Proposed Business Combination

The Business Combination Agreement

On November 2, 2020, we entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”) with WLLY Merger Sub Corp., a Delaware corporation and newly formed, wholly-owned direct subsidiary of InterPrivate (“Merger Sub”), and Aeva, Inc., a Delaware corporation (“Aeva”), pursuant to which Merger Sub will be merged with and into Aeva (the “Merger”), with Aeva surviving the Mergerdirectors as a direct wholly-owned subsidiary of InterPrivate (the “Proposed Business Combination”). The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relatinggroup.

Beneficial ownership is determined according to the Proposed Business Combination and the transactions contemplated thereby.


In connection with the closingrules of the Proposed Business Combination (the “Closing”), atSEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, which includes the effective timepower to dispose of or to direct the disposition of the Merger, by virtue of the Merger, all shares of Aeva common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and converted intosecurity or has the right to receiveacquire such powers within 60 days. In computing the number of shares of the Company’s common stock beneficially owned by a person or entity and the percentage ownership, the Company deemed outstanding shares of its common

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stock subject to options and warrants held by that person or entity that are currently exercisable or exercisable within 60 days of April 1, 2022. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.
Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the Company believes that the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock.
Unless otherwise noted, the address of each beneficial owner is c/o Aeva Technologies, Inc., 555 Ellis Street, Mountain View, California 94043.
We have based our calculation of the percentage of beneficial ownership on 216,644,468 shares of our common stock all outstanding Aeva options will be converted into options to purchase our common stock and all outstanding Aeva restricted stock units will be converted into InterPrivate restricted stock units. The aggregate number of shares of common stock to be issued in the Proposed Business Combination will be equal to $1.7 billion plus the exercise price of all outstanding Aeva options, divided by $10.00. Following the Closing, we will own all the stock of Aeva and the Aeva stockholders as of immediately prior to the effective timeApril 1, 2022.
Name and Address of Beneficial Owners
  
Number of Shares of Common
Stock Beneficially Owned
   
Percentage of Outstanding
Common Stock
 
5% Stockholders:
          
Entities affiliated with Lux Ventures IV, L.P.
 (1)
   23,997,846    11.1% 
Canaan XI, L.P.
 (2)
   18,485,196    8.5% 
Entities affiliated with Sylebra Capital Limited
 (3)
   26,409,536    12.2% 
Directors and Named Executive Officers:
          
Soroush Salehian Dardashti
 (4)
   27,251,409    12.6% 
Mina Rezk
 (5)
   50,666,532    23.4% 
Saurabh Sinha
   183,191    * 
Shahin Farshchi
   6,198    * 
Hrach Simonian
   —      —   
Ahmed M. Fattouh
   —      —   
Directors and executive officers as a group (6 individuals)
   78,107,330    36.1% 
*
Indicates less than 1%
1)
Consists of (a) 22,038,475 shares held by Lux Ventures IV, L.P. and (b) 1,959,371 shares held
by Lux Co-Invest Opportunities, L.P.
Lux Venture Partners IV, LLC is the general partner of Lux Ventures IV, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures IV,
L.P. Lux Co-Invest Partners, LLC
is the general partner of Lux
Co-Invest
Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux
Co-Invest
Opportunities, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners IV, LLC and Lux
Co-Invest
Partners, LLC (the “Individual Lux Managers”). The individual Lux Managers, as the sole managers of Lux Venture Partners IV, LLC and Lux
Co-Invest
Partners, LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures IV, L.P. and Lux
Co-Invest
Opportunities, L.P. Each of Lux Venture Partners IV, LLC, Lux
Co-Invest
Partners, LLC and the Individual Lux Managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010.
(2)
All shares are directly held by Canaan XI, L.P. Canaan Partners XI LLC is the general partner of Canaan XI L.P. and may be deemed to have sole investment and voting power over the shares held by Canaan XI L.P. Investment, voting and dispositive decisions with respect to the shares held by Canaan XI L.P. are made by the managers of Canaan Partners XI LLC, collectively. None of the managers of Canaan Partners XI LLC has beneficial ownership (within the meaning
of Rule 13d-3 promulgated under
the Exchange Act) of any shares held by Canaan XI L.P. The address for Canaan XI L.P. is 285 Riverside Avenue, Suite 250, Westport, CT 06880.
19
Table of the Merger will hold a majority of our outstanding common stock.

The Closing is subject to certain conditions, including but not limited to the approval of our stockholdersContents

(3)
All shares are held by advisory clients of Sylebra Capital Limited (“Sylebra HK”). Sylebra HK may be deemed to beneficially own the shares by virtue of its position as the investment
sub-adviser
to Sylebra Capital Partners Master Fund, Ltd, (“SCP MF”), Sylebra Capital Parc Master Fund (“PARC MF”), Sylebra Capital Menlo Master Fund (“Menlo MF”) and other advisory clients. Sylebra Capital Management (“Sylebra Cayman”) is the investment manager and the parent of Sylebra HK. Daniel Patrick Gibson (“Mr. Gibson”) owns 100% of the shares of Sylebra HK and Sylebra Cayman. In such capacities, Sylebra HK, Sylebra Cayman, and Mr. Gibson may be deemed to share voting and dispositive power over the shares held for SCP MF, PARC MF and other advisory clients. The address for Sylebra HK and its advisory clients is 20th Floor, 28 Hennessy Road, Wanchai, Hong Kong.
(4)
Consists of (a) 24,275,340 shares held by a trust for which Mr. Salehian serves as the trustee and (b) 2,976,069 shares subject to options exercisable within 60 days of April 1, 2022.
(5)
Consists of (a) 45,133,344 shares held by a trust for which Mr. Rezk serves as the trustee and (b) 5,533,188 shares subject to options exercisable within 60 days of April 1, 2022.
Item 13. Certain Relationships and Aeva’s stockholders of the Business Combination Agreement. The Business CombinationRelated Transactions, and Director Independence
Certain Relationships and Related Transactions
Amended and Restated Registration Rights Agreement may also be terminated by either party under certain circumstances including if the Proposed Business Combination has not occurred by March 31, 2021. Aeva has agreed to customary “no shop” obligations subject to a customary “fiduciary out,” and Aeva would be required to pay a termination fee in the amount of $68 million if the Business Combination Agreement is terminated under certain circumstances.

On March 11,12, 2021, at a special meeting of stockholders, our stockholders approved the Proposed Business Combination and other related proposals. The Closing is expected to occur on March 12, 2021.

Stockholder Support Agreement

On November 2, 2020,we, certain stockholders of Aeva holding the votes necessary to approve the Proposed Business Combination entered into a Stockholder Support AgreementInterPrivate (the “Stockholder Support Agreement”“Sponsor Holders”), pursuant to which, among other things, such stockholders have agreed to vote all of their shares of Aeva capital stock in favor of the approval and adoption of the Business Combination Agreement and the Proposed Business Combination. Additionally, such stockholders have agreed not to (a) transfer any of their shares of Aeva capital stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.

Registration Rights and Lock-Up Agreement

Pursuant to the Business Combination Agreement and as a condition to the Closing, we, the Sponsor and EarlyBirdCapital (the “Original Holders”) and certain stockholders of Legacy Aeva (the “New Holders”, and collectively(together with the OriginalSponsor Holders, the “Holders”) will enterentered into thean Amended and Restated Registration Rights Agreement (the “Registration Rights

and Lock-Up Agreement at Closing.

Agreement”).

Pursuant to the terms of the Registration Rights
and Lock-Up Agreement,
we will beare obligated to file athis registration statement to register the resale of certain of our securities held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $30 million. The Registration Rights
and Lock-Up Agreement will
also provideprovides the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Subject to certain exceptions, the Registration Rights
and Lock-Up Agreement
further provides for ourthe securities of the Company held by the New HoldersAdage Capital Partners, LP, Canaan XI L.P.,
Lux Co-Investment Opportunities,
L.P., Lux Ventures IV, L.P., Soroush Salehian Dardashti and Mina Rezk to be locked-uplocked up for a period of one-hundred eighty180 days following the Closing, while fifty percentclosing of the founderBusiness Combination (the “Closing”), while 50% of the shares heldof our common stock initially purchased by the SponsorInterPrivate Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), in a private placement in August 2019 will be locked-uplocked up until the earlier of (i) one year following the ClosingMarch 12, 2021 or (ii) the date on which the sale price of our common stock equals or exceeds $12.50 per share for any 20 trading days within
any 30-day trading
period, and the other fifty percent50% of the founder sharesour securities held by the Sponsor will be locked-uplocked up until one year following the Closing.

Subscription Agreements

On November 2, 2020, we entered into subscription agreements with certain investors, pursuant to which the investors have agreed to purchase in the aggregate approximately 12,000,000 shares of common stock in a private placement for $10.00 per share (the “November 2020 PIPE”) for anticipated gross proceeds of approximately $120,000,000. We agreed to give certain registration rights to the November 2020 PIPE investors pursuant to the subscription agreements.

On December 23, 2020, we entered into separate subscription agreements with an institutional accredited investor and its affiliates pursuant to which the investors agreed to purchase an aggregate of approximately 16,168,478 shares of common stock for an aggregate purchase price of approximately $200 million, consisting of a $150 million tranche with a purchase price of $11.50 per share and a $50 million tranche with a purchase price of $16.00 per share, in a private placement (collectively, the “December 2020 PIPE”). The investors who agreed to purchase December 2020 PIPE shares in the $150 million tranche also entered into waiver and lockup agreements with us pursuant to which each agreed (1) to vote all shares of common stock held by such investor on the record date for the special meeting in favor of the proposal to approve the Proposed Business Combination, (2) not to submit any such shares of common stock for conversion in connection with such vote and (3) to a lock-up of such tranche of December 2020 PIPE shares for a period of one year following the Closing.

The purpose of the November 2020 PIPE and December 2020 PIPE is to raise additional capital for use in connection with the Proposed Business Combination, to meet the minimum cash requirements of the Company provided in the Business Combination Agreement and for use by the post-combination company following the Closing. The November 2020 PIPE and the December 2020 PIPE are conditioned on, among other customary closing conditions, the closing of the Proposed Business Combination.

March 12, 2021.

Stockholders Agreement

In connection with the Closing, we,InterPrivate, the Sponsor Canaan, Lux and certain stockholders of the Aeva Founders (defined below) will enterCompany entered into a stockholders agreementStockholders Agreement, dated March 12, 2021 (the “Stockholders Agreement”), to provide for certain governance matters relating to the post-combination company. The Business Combination Agreement andCompany.
Pursuant to the terms of the Stockholders Agreement, Term Sheet attached thereto provide for, among other things, the size and composition of the initial boardBoard of Directors is set at seven members and initially consists of five directors, with two vacancies. We refer to this as the “Initial Board”. At least three of the post-combination company uponindependent directors meet the Closing, which will initially consist of a classified board of seven directors, a majority of which will be independent. Pursuantindependence requirements under
Rule 10A-3 promulgated
under the Exchange Act with respect to service on the Stockholders Agreement, we will represent and warrant that the initial post-combination board will be set at a size of seven members but at the timeaudit committee of the Closing will consistBoard of only five directors:

●Soroush Salehian Dardashti;

●Mina Rezk (together with Mr. Salehian, the “Aeva Founders”);

●one independent director designated by Lux, who will be Shahin Farshchi;

●one independent director designated by Canaan (who also meets the independence requirements under Rule 10A-3 promulgated under the Exchange Act with respect to service on the audit committee of the board) (an “Audit Committee Qualified Director”), who will be Hrach Simonian; and

●one Audit Committee Qualified Director designated by the Sponsor, who will be Ahmed M. Fattouh.

After Closing, there will beDirectors. We refer to each of these directors as an “Audit Committee Qualified Director”. The Initial Board consists of: (i) Mr. Dardashti; (ii) Mr. Rezk; (iii) the independent director designated by Lux (the “Lux Director”), Shahin Farshchi; (iv) the Audit Committee Qualified Director designated by Canaan (the “Canaan Director”), Hrach Simonian; and (v) the Audit Committee Qualified Director designated by the Sponsor (the “IPV Director”), Ahmed M. Fattouh. The two vacancies on the post-combination board

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Board of Directors will be filled by individuals, each of which we refer to as an “Aeva Founders Nominated Director”, nominated by Messrs. Dardashti and the Aeva Founders will have the right to nominate both,Rezk (the “Aeva Founders”), one of whom shall include an Audit Committee Qualified Director (the “Audit Committee Qualified Aeva Founders Director”) and both of whom shall be subject to the approval of a majoritythe remaining members of the post-combination board.

Board of Directors. The Board is classified into three classes, with the directors serving staggered three-year terms as follows:

(i) Class I Directors (initial term from the Closing through the 2022 annual meeting of stockholders): The IPV Director and the Audit Committee Qualified Aeva Founders Director;
(ii) Class II Directors (initial term from the Closing through the 2023 annual meeting of stockholders): The Lux Director and the Canaan Director; and
(iii) Class III Directors (initial term from the Closing through the 2024 annual meeting of stockholders): The Aeva Founders and an Aeva Founders Nominated Director.
Subject to the rules of the NYSE, from and after the Closing, the Stockholders Agreement provides thatMarch 12, 2021, each Aeva Founder will beis entitled to nominate himself to continue to serve on the boardBoard of Directors until such time as he holds less than 5% of theour outstanding common stock of the post-combination company (or his earlier death or Incapacity (as defined in the Stockholders Agreement))incapacity), and the post-combination companywe will include such nominees in itsour proxy materials for each applicable meeting of stockholders and, subject to applicable law and the exercise of fiduciary duties, recommend to the post-combination companyour stockholders that each such nominee be elected at such meeting. The amended and restated bylaws of the post-combination company, by reference to the Stockholders Agreement, will provide that (i) Mr. Rezk shallwill serve as Chairman of the boardBoard of Directors for so long as he is a director and (ii) indirector. In the event Mr. Rezk is no longer a director, then Mr. Salehian shallwill serve as the Chairman of the Board of Directors so long as he is a director.
Indemnification Agreements
The Company has entered into separate indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in the Second Amended and Restated Certificate of Incorporation and the Amended and Restated
By-laws.
These agreements, among other things, will require the Company to indemnify our directors and executive officers for certain expenses, including attorneys; fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at the Company’s request. The Company believes that these charter provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in the Second Amended and Restated Certificate of Incorporation and the Amended and Restated
By-laws
may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit the Company and its stockholders. A stockholder’s investment may decline in value to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
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Related Person Transaction Policy
The board of directors of the Company has adopted a written Related Person Transaction Policy that sets forth the policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which Aeva Founders’ rights underor any of its subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.
Transactions involving compensation for services provided to the Stockholders AgreementCompany as an employee, consultant or director will not be transferable.

ITEM 1A. RISK FACTORS

For considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of the Company’s voting securities, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of the Company’s voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the Company’s audit committee (or, where review by the Company’s audit committee would be inappropriate, to another independent body of the Board of Directors) for review. To identify related person transactions in advance, the Company will rely on information supplied by the Company’s executive officers, directors and certain significant stockholders. In considering related person transactions, the Company’s audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:
the risks, relatingcosts, and benefits to our operations, see the section titled “Risk Factors” containedCompany;
the impact on a director’s independence in our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, incorporated by reference herein.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTY

We currently maintain our principal executive offices at 1350 Avenuethe event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

the terms of the Americas, New York, NY 10019. The costtransaction;
the availability of other sources for this space is included in comparable services or products; and
the $10,000 per-month fee InterPrivate LLC, an affiliate of our Sponsor, charges us for general and administrative services. We consider our current office space, combined with the other office space otherwiseterms available to our executive officers, adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

For a discussionor from, as the case may be, unrelated third parties.

The Company’s audit committee will approve only those transactions that it determines are fair to us and in Company’s best interests. All of our legal proceedings, see the section titled “Information About InterPrivate—Legal Proceedings” contained in our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, incorporated by reference herein.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our units, common stock and warrants are listed on NYSE under the symbols IPV.U, IPV and IPV WS, respectively.

Holders

As of March 10, 2021, theretransactions described above were 3 holders of record of our units, 20 holders of record of our common stock and 1 holder of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, common stock and warrants are held of record by banks, brokers and other financial institutions.

Dividends

We have not paid any cash dividends on our common stock to date and we do not intend to pay cash dividendsentered into prior to the completionadoption of such policy.

Director Independence
The Board has determined that each of the Proposed Business Combination. The paymentdirectors on the Board of cash dividends inDirectors other than Soroush Salehian Dardashti and Mina Rezk, qualify as independent directors, as defined under the future will be dependent upon the post-combination company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completionlisting rules of the Proposed Business Combination. NYSE
.
Item 14. Principal Accounting Fees and Services
The payment of any cash dividends subsequentfollowing table represents aggregate fees billed or to be billed to the Proposed Business Combination will be withinCompany for the discretionfiscal years ended December 31, 2021 and December 31, 2020 by Deloitte & Touche LLP (San Jose, California PCAOB ID 34), our principal accountant.
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Fiscal Year Ended
December 31,
 
   
2021
   
2020
 
Audit Fees(1)
  $1,250,700   $259,000 
Audit Related Fees(2)
   498,700    267,000 
Tax Fees
   —    — 
All Other Fees
   —    — 
   
 
 
   
 
 
 
Total Fees
  $1,749,400   $526,100 
   
 
 
   
 
 
 
(1)
For professional services rendered for the audits of annual consolidated financial statements (including the review of quarterly interim consolidated financial statements), statutory audits required for certain of our
non-U.S.
subsidiaries, consents, assistance and review of documents filed with the SEC and other services normally provided in connection with statutory or regulatory filings or engagements. For the years ended December 31, 2021 and 2020, the audit fee includes fees associated with services provided in connection with the audit of our internal control over financial reporting, as required under Section 404 of the Sarbanes Oxley Act of 2002.
(2)
Audit Related Fees consist of amounts billed in connection with the filing of our Registration Statement on Form S-1, S-4 and other regulatory filings.
All fees described above were
pre-approved
by the Audit Committee.
P
RE
-
APPROVAL
P
OLICIES
AND
P
ROCEDURES
The Audit Committee’s policy is to
pre-approve
all audit and permissible
non-audit
services rendered by Deloitte & Touche LLP, our independent registered public accounting firm. The Audit Committee
pre-
approves specified services in defined categories of audit services, audit- related services and tax services up to specified amounts, as part of the post-combination board at such time. The post-combination company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysisAudit Committee’s approval of the Company’s financial condition and resultsscope of operations should be read in conjunctionthe engagement of Deloitte & Touche LLP or on an individual

case-by-case
basis before Deloitte & Touche LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by Deloitte & Touche LLP is compatible with our audited financial statements andmaintaining the notes related thereto which are included in “Item 8.principal accountant’s independence.
PART IV
Item 15. Exhibits
(a) Financial Statements and Supplementary Data”Schedules List the following documents filed as a part of the report: No financial statements are filed with this Amendment No. 1 to our Annual Report on Form 10-K. Certain information containedSee Index to Consolidated Financial Statements at Item 8 of the Original Form
10-K.
(b) Exhibits: The exhibits listed in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statementsaccompanying index to exhibits are filed or incorporated by reference as a resultpart of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Amendment No. 1 to our Annual Report on Form 10-K.

Overview

We are a blank check company formed under the laws of the State of Delaware on August 16, 2019 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.

Recent Developments

Proposed Business Combination

On November 2, 2020, we entered into the Business Combination Agreement with Merger Sub and Aeva, pursuant to which Merger Sub will be merged with and into Aeva, with Aeva surviving the Merger as a direct wholly-owned subsidiary of InterPrivate. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Proposed Business Combination and the transactions contemplated thereby.

At the effective time of the Merger, by virtue of the Merger, all shares of Aeva common stock issued and outstanding immediately prior to the effective time of the Merger will be canceled and converted into the right to receive shares of our common stock, all outstanding Aeva options will be converted into options to purchase our common stock and all outstanding Aeva restricted stock units will be converted into InterPrivate restricted stock units. The aggregate number of shares of Company common stock to be issued in the Proposed Business Combination will be equal to $1.7 billion plus the exercise price of all outstanding Aeva options, divided by $10.00.

The Closing is subject to certain conditions, including but not limited to the approval of our stockholders and Aeva’s stockholders of the Business Combination Agreement. The Business Combination Agreement may also be terminated by either party under certain circumstances including if the Proposed Business Combination has not occurred by March 31, 2021. Aeva has agreed to customary “no shop” obligations subject to a customary “fiduciary out,” and Aeva would be required to pay a termination fee in the amount of $68 million if the Business Combination Agreement is terminated under certain circumstances.

See “Item 1. Business—Proposed Business Combination” elsewhere in this Annual Report on Form 10-K for a description of certain ancillary agreements we have or will enter into in connection with the Proposed Business Combination.


Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 16, 2019 (inception) through December 31, 2020 were organizational activities, those necessary to prepare for the IPO, described below, and identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2020, we had net loss of $932,821, which consists of operating costs of $2,523,015 and a provision for income taxes of $199,765 offset by interest income on marketable securities held in the Trust Account of $1,789,959.

For the period from August 16, 2019 (inception) through December 31, 2019, we had net loss of $1,000, which consisted of formation and operating costs of $1,000.

Liquidity and Capital Resources

On February 6, 2020, we consummated the IPO of 21,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $210,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 555,000 Private Units to our Sponsor and EarlyBirdCapital, generating gross proceeds of $5,550,000.

On February 10, 2020, in connection with the underwriters’ exercise of their over-allotment option in full, we consummated the sale of an additional 3,150,000 Units at a price of $10.00 per Unit, generating total gross proceeds of $31,500,000. In addition, we also consummated the sale of an additional 63,000 Private Units at $10.00 per Private Unit, generating total gross proceeds of $32,130,000.

Following the IPO, the exercise of the over-allotment option and the sale of the Private Units, a total of $241,500,000 was placed in the Trust Account. We incurred $5,310,386 in IPO related costs, including $4,830,000 of underwriting fees and $480,386 of other costs.

As of December 31, 2020, we had marketable securities held in the Trust Account of $243,129,959 (including approximately $1,630,000 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2020, we have withdrawn $160,000 of interest earned on the Trust Account for the payment of franchise and income taxes.

For the year end December 31, 2020, cash used in operating activities was $1,408,976. Net loss of $923,821 was affected by interest earned on marketable securities held in the Trust Account of $1,789,959 and changes in operating assets and liabilities which provided $1,313,804 of cash for operating activities.  

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2020, we had cash of $694. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the Private Units.

In December 2020, an affiliate of the Sponsor advanced the company an aggregate amount of $353,994. On January 29, 2021 the Company subsequently entered into a convertible promissory note with this affiliate (the “Noteholder”), pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”), including the aggregate advance of $353,994 at December 31, 2020. The Convertible Promissory Note is non-interest bearing and due on the date on which the Company consummates its initial business combination. If the Company does not consummate an initial business combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. Up to $1,500,000 of the principal amount of the Convertible Promissory Note may be converted into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. Subsequent to January 29, 2021, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. The Noteholder intends to convert such amount into 150,000 units of the Company at the closing of the Business Combination. Such units will have terms identical to the terms of the Company’s Private Units.

We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern through November 6, 2021, the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated.

5

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of one of our executive officers a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on February 3, 2020 and will continue to incur these fees monthly until the earlier of the completion of the business combination and our liquidation.

We entered into an agreement whereby, commencing on February 3, 2020, through the earlier of the Company’s consummation of a business combination and the liquidation of the Trust Account, we will pay our Vice President a $10,000 per month fee for assisting us in negotiating and consummating an initial business combination.

Additionally, we have engaged EarlyBirdCapital as an advisor in connection with a business combination to assist us in holding meetings with its shareholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with a business combination, assist us in obtaining shareholder approval for the business combination and assist us with its press releases and public filings in connection with the business combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of a business combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 33% of the fee may be allocated at our sole discretion to other third parties who are investment banks or financial advisory firms not participating in the IPO that assist us in identifying and consummating a business combination.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our balance sheets.

Net Income (Loss) Per Common Share

We apply the two-class method in calculating earnings per share. Net income per common share, basic and diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, by the weighted average number of shares of Class A redeemable common stock outstanding for the period. Net loss per common share, basic and diluted for and Class B non-redeemable common stock is calculated by dividing net income less income attributable to Common stock subject to possible redemption, by the weighted average number of shares of Class B non-redeemable common stock outstanding for the period presented.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.


Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officer”), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision of our current chief executive officer and chief financial officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the guidelines established in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.

Based upon this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Upon completion of the IPO, we adopted a code of ethics that applies to all of our executive officers, directors, and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. We will provide, without charge, upon request, copies of our code of ethics. Requests for copies of our code of ethics should be sent in writing to 1350 Avenue of the Americas, New York, NY 10019.

The remaining information required by this item is incorporated by reference herein to our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, under the section titled “Information About InterPrivate.”

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference herein to our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, under the section titled “Information About InterPrivate—Executive Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock by:

Exhibit

Number
  ●each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
Description
 ●each of our executive officers and directors; and
  ●all of our executive officers and directors as a group.

The beneficial ownership of shares of common stock is based on 31,055,500 shares of common stock issued and outstanding as of March 10, 2021.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of the warrants included in the units offered in the IPO or the Private Units as the warrants are not exercisable within 60 days of the date hereof.

  Amount and  Approximate 
  Nature of  Percentage of 
  Beneficial  Outstanding 
Name and Address of Beneficial Owner(1) Ownership  Shares 
Ahmed M. Fattouh(2)  6,538,581   21.1%
Alan Pinto  0(3)  0.0%
Brandon C. Bentley  0(3)  0.0%
Brian Q. Pham  0(3)  0.0%
Minesh K. Patel  0(3)  0.0%
Jeffrey A. Harris  0(3)  0.0%
Pietro Cinquegrana  0(3)  0.0%
InterPrivate Acquisition Management LLC(2)  6,538,581   21.1%
All directors and executive officers as a group (seven individuals)  6,538,581   21.1%
Five Percent Holders:        
Entities affiliated with Sylebra Capital Limited(4)  1,883,561   6.1% 
Entities affiliated with Alyeska Investment Group, L.P.(5)  2,222,444   7.6% 

*Less than 1%.
(1)Unless otherwise indicated, the business address of each of the individuals is 1350 Avenue of the Americas, New York, NY 10019.
(2)Represents securities held by InterPrivate Acquisition Management LLC, the Sponsor, of which InterPrivate Capital LLC is sole manager. InterPrivate Capital LLC is a wholly owned subsidiary of InterPrivate LLC, an entity controlled by Ahmed M. Fattouh. Accordingly, all securities held by the Sponsor may ultimately be deemed to be beneficially held by Mr. Fattouh. Does not include up to 225,000 shares of InterPrivate common stock underlying up to 150,000 InterPrivate Units that may be issued to the Sponsor upon conversion of up to $1.5 million principal amount of promissory notes that may be issued to the Sponsor to evidence working capital loans.
(3)Does not include any securities held by the Sponsor in which each individual has an economic interest. Each such person disclaims beneficial ownership of the reported shares other than to the extent of his ultimate pecuniary interest therein.
(4)

According to the Schedule 13G filed on February 4, 2021 by Sylebra Capital Limited (“Sylebra HK”), Sylebra Capital Management (“Sylebra Cayman”) and Daniel Patrick Gibson (“Mr. Gibson”), (a) each of Sylebra HK, Sylebra Cayman and Mr. Gibson have shared voting and investment power over all 1,883,561 shares beneficially owned, (b) Sylebra HK may be deemed to beneficially own the Shares by virtue of its position as the investment manager to Sylebra Capital Partners Master Fund, Ltd, (“SCP MF”), Sylebra Capital Parc Master Fund (“PARC MF”) and other advisory clients, (c) Sylebra Cayman is the holding company and the parent of Sylebra HK, (d) Mr. Gibson owns 100% of the shares of Sylebra HK and Sylebra Cayman and (e) in such capacities, Sylebra HK, Sylebra Cayman, and Mr. Gibson may be deemed to share voting and dispositive power over the shares held for SCP MF, PARC MF and other advisory clients. The address for Sylebra HK, Sylebra Cayman and Mr. Gibson is c/o Sylebra Capital Limited, 20th Floor, 28 Hennessy Road, Wanchai, Hong Kong.

(5)

According to the Schedule 13G filed on February 16, 2021 by Alyeska Investment Group, L.P. (“Alyeska LP”), Alyeska Fund GP, LLC (“Alyeska GP”) and Anand Parekh (“Parekh”), each of Alyeska LP, Alyeska GP and Parekh have shared voting and investment power over all 2,222,444 shares beneficially owned. The address for Alyeska LP, Alyeska GP and Parekh is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601.


All of the founder shares outstanding prior to the IPO have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (i) with respect to 50% of such shares, the earlier of one year after the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (ii) with respect to the remaining 50% of such shares, one year after the date of the consummation of our initial business combination, or earlier if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders or to our initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares.

Our executive officers and our Sponsor are our “promoters,” as that term is defined under the federal securities laws.

Equity Compensation Plans

As of December 31, 2020, we had no compensation plans (including individual compensation arrangements) under which equity securities of the Company were authorized for issuance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference herein to our definitive proxy statement/prospectus/consent solicitation statement dated February 12, 2021, under the section titled “Certain InterPrivate Relationships and Related Party Transactions.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the year ended December 31, 2020 and for the period from August 26, 2019 (inception) through December 31, 2019 totaled $64,375 and $42,555, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2020 and for the period from August 26, 2019 (inception) through December 31, 2019. 

Tax Fees. We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2020 and for the period from August 26, 2019 (inception) through December 31, 2019. 

All Other Fees. We did not pay Marcum for other services for the year ended December 31, 2020 and for the period from August 26, 2019 (inception) through December 31, 2019. 

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

9

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Form 10-K:

(1)Financial Statements:

Page
Report of Independent Registered Public Accounting FirmF-2
Financial Statements:
Balance SheetF-3
Statement of OperationsF-4
Statement of Changes in Stockholders’ EquityF-5
Statement of Cash FlowsF-6
Notes to Financial StatementsF-7 to F-20

(2)Financial Statement Schedules:

None.

(3)The following Exhibits are filed as part of this report:

Exhibit No.2.1†  Description
2.1Business Combination Agreement, dated as of November 2, 2020, by and among the Registrant, WLLYInterPrivate Acquisition Corp., WILLY Merger Sub Corp,Corp., and Aeva, Inc.*** (incorporated by reference to Annex A to the Proxy Statement/Prospectus/Consent Solicitation Statement).
3.1Second Amended and Restated Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
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Table of Contents
  3.2  Amended and Restated CertificateBy-laws of Incorporation.*Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
3.2 Bylaws.**
4.1Specimen Unit Certificate.**
4.2  Specimen Common Stock Certificate.**Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed by the Registrant on January 24, 2020).
4.3
  4.2  Specimen Warrant Certificate.**Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed by the Registrant on January 24, 2020).
4.4
  4.3  Warrant Agreement, dated February 3, 2020, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on February 6, 2020).
  4.4*Description of Registrant’s Securities (incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022).
10.1Stock Escrow Agreement, dated as of February 3, 2020, between Continental Stock Transfer & Trust Company and the Registrant.*Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 6, 2020).
4.5 Description of Registrant’s Securities.****
10.1Form of Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.**
10.2  Investment Management Trust Agreement, dated February 3, 2020, between Continental Stock Transfer & Trust Company and the Registrant.*Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 6, 2020).
10.3  Registration Rights Agreement*and Lock-up Agreement, dated as of March 12, 2021, by and among the Company, certain equityholders of the Company named therein and certain equityholders of Legacy Aeva named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
10.4  Business CombinationStockholders Agreement, dated as of March 12, 2021, by and Marketing Agreement between EarlyBirdCapital, Inc.among the Company and certain stockholders of the Registrant.*Company named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
10.5 Stock Escrow Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.6Administrative Services Agreement between InterPrivate LLC and the Registrant.*
10.7Services Agreement between the Registrant and Minesh Patel.*
10.810.5  Stockholder Support Agreement, dated as of November 2, 2020, by and among the Registrant, WLLYCompany, Merger Sub Inc. and certain stockholders of Legacy Aeva Inc. party thereto.***thereto (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
14
10.6  CodeForm of Ethics.**Subscription Agreement (November 2020 PIPE) (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.7Form of Subscription Agreement (December 2020 PIPE $150 million tranche) (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-4/A filed by the Registrant on January 13, 2021).
10.8Form of Subscription Agreement (December 2020 PIPE $50 million tranche) (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-4/A filed by the Registrant on January 13, 2021).
10.9Form of Waiver and Lockup Agreement by and between the Registrant and the undersigned party thereto (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-4/A filed by the Registrant on January 13, 2021).
10.10Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4/A filed by the Registrant on January 13, 2021).
10.11#Aeva, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
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Table of Contents
10.12#Form of Stock Option Award Agreement under Aeva, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.13#Form of Restricted Stock Purchase Award Agreement under Aeva, Inc. 2016 Stock Incentive Plan. (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.14#Offer Letter by and between Aeva, Inc. and Soroush Salehian Dardashti dated December 15, 2016 (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.15#Offer Letter by and between Aeva, Inc. and Mina Rezk dated December 15, 2016 (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.16#Offer Letter by and between Aeva, Inc. and Saurabh Sinha dated September 29, 2020 (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 filed by the Registrant on December 3, 2020).
10.17#Aeva Technologies, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
10.18#Form of Stock Option Award Agreement under Aeva Technologies, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
10.19#Form of Restricted Stock Purchase Award Agreement under Aeva Technologies, Inc. 2021 Incentive Plan (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021). 
16.1Letter dated March 18, 2021 from Marcum to the SEC (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
21.1List of subsidiaries of Aeva Technologies, Inc (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022).
23.1Consent of Deloitte & Touche LLP independent registered accounting firm for Aeva (incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022).
31.1  Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022).
31.2Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022).
31.3*Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
32.1  Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Incorporated2002 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 6, 2020
**Incorporated by referenceExhibit 32.1 to the Registrant’s Registration Statement on Form S-1 (SEC File Nos. 333-235849 and 333-236233).
***Incorporated by reference to the Registrant’s Registration Statement on Form S-4 (SEC File No. 333-251106)
****Incorporated by reference to the Registrant’s Annual Report on Form 10-K for filed by the fiscal year ended December 31, 2019.Registrant on March 1, 2022). 
32.2Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-K filed by the Registrant on March 1, 2022). 
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.

25
Table of Contents
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File ((formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
#
Indicates a management contract or any compensatory plan, contract or arrangement.
†
Schedules and exhibits to this Exhibit omitted pursuant to Regulation
S-K
Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
Item 16. FORM Form
10-K SUMMARY

Summary
None.


26
Table of Contents
SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 11, 2021.

the 2
7
th
day of April 2022.
INTERPRIVATE ACQUISITION CORP.
AEVA TECHNOLOGIES, INC.
By:
By:/s/ Ahmed M. FattouhSoroush Salehian Dardashti
  Ahmed M. Fattouh
  Chairman and
Soroush Salehian Dardashti
Chief Executive Officer

In accordance with

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name
Signature
  
Title
 
Date
/s/ Ahmed M. FattouhPresident and Chief Financial Officer and DirectorMarch 11, 2021
Ahmed M. Fattouh(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Brandon C. BentleyGeneral Counsel and DirectorMarch 11, 2021
Brandon C. Bentley
/s/ Jeffrey A. Harris
Jeffrey A. HarrisDirectorMarch 11, 2021
/s/ Pietro Cinquegrana
Pietro CinquegranaDirectorMarch 11, 2021
/s/ Matthew Luckett
Matthew LuckettDirectorMarch 11, 2021

INTERPRIVATE ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting FirmF-2
Financial Statements:
Consolidated Balance SheetsF-3
Consolidated Statements of OperationsF-4
Consolidated Statements of Changes in Stockholders’ EquityF-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-7 to F-20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of InterPrivate Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of InterPrivate Acquisition Corp. (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for year ended December 31, 2020 and for the period from August 16, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year ended December 31, 2020 and for the period from August 16, 2019 (inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2020 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2019.

New York, NY

March 11, 2021


INTERPRIVATE ACQUISITION CORP.

CONSOLIDATED BALANCE SHEETS

  December 31, 
  2020  2019 
       
ASSETS      
Current assets      
Cash $694  $— 
Prepaid expenses and other current assets  11,858   25 
Total Current Assets  12,552   25 
         
Deferred offering costs  —   106,870 
Marketable securities held in Trust Account  243,129,959   — 
TOTAL ASSETS $243,142,511  $106,895 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
Accrued expenses $1,286,872  $1,000 
Income taxes payable  39,765   — 
Promissory note – related party  —   80,808 
Total Current Liabilities  1,326,637   81,808 
         
Advance from related party  353,994   — 
Total Liabilities  1,680,631   81,808 
         
Commitments and contingencies (see Note 7)        
         
Common stock subject to possible redemption 23,507,001 shares at redemption value at December 31, 2020  236,461,872   — 
         
Stockholders’ Equity        
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding  —   — 
Common stock, $0.0001 par value; 50,000,000 shares authorized; 7,548,499 and 6,337,500 shares issued and outstanding (excluding 23,507,001 and no shares subject to possible redemption) at December 31, 2020 and 2019, respectively (1)  755   634 
Additional paid-in capital  5,933,074   25,453 
Accumulated deficit  (933,821)  (1,000)
Total Stockholders’ Equity  5,000,008   25,087 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $243,142,511  $106,895 

(1)As of December 31, 2019, included up to 787,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

The accompanying notes are an integral part of the consolidated financial statements.

F-3

INTERPRIVATE ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

  Year Ended
December 31,		  

For the

Period from

August 16, 2019 (Inception) Through
December 31,

 
  2020  2019 
       
Operating and formation costs $2,523,015  $1,000 
Loss from operations  (2,523,015)  (1,000)
         
Other income (expense):        
Interest earned on marketable securities held in Trust Account  1,789,959   — 
         
Loss before income taxes  (733,056)  (1,000)
Provision for income taxes  (199,765)  — 
Net loss $(932,821) $(1,000)
         
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption  23,705,712   — 
         
Basic and diluted net income per share, Common stock subject to possible redemption $0.06  $— 
         
         
Basic and diluted weighted average shares outstanding, Common stock (1)  7,214,461   6,337,784 
         
Basic and diluted net loss per share, Common stock $(0.32) $(0.00)

(1)Excludes an aggregate of 787,500 shares subject to forfeiture at December 31, 2019 (see Notes 6).

The accompanying notes are an integral part of the consolidated financial statements.


INTERPRIVATE ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

  Common Stock  Additional
Paid		  Accumulated  Total
Stockholders’		 
  Shares  Amount  in Capital  Deficit  Equity 
Balance – August 16, 2019 (inception)  —  $—  $—  $—  $— 
                     
Issuance of common stock to Sponsor(1)  6,900,000   690   24,310   —   25,000 
                     
Issuance of Representative Shares  300,000   30   1,057   —   1,087 
                     
Forfeiture of common stock issued to Sponsor  (862,500)  (86)  86   —   — 
                     
Net loss  —   —   —   (1,000)  (1,000)
                     
Balance – December 31, 2019  6,337,500   634   25,453   (1,000)  25,087 
                     
Forfeiture of Representative Shares  (50,000)  (5)  5   —   — 
                     
Sale of 24,150,000 Units, net of underwriting discount and offering expenses  24,150,000   2,415   236,187,199   —   236,189,614 
                     
Sale of 618,000 Private Units  618,000   61   6,179,939   —   6,180,000 
                     
Common stock subject to possible redemption  (23,507,001)  (2,350)  (236,459,522)  —   (236,461,872)
                     
Net loss  —   —   —   (932,821)  (932,821)
                     
Balance – December 31, 2020  7,548,499  $755  $5,933,074  $(933,821) $5,000,008 

(1)Included an aggregate of 787,500 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6).

The accompanying notes are an integral part of the consolidated financial statements.


INTERPRIVATE ACQUISITION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

  

Year Ended

December 31,

  

For the

Period from

August 16, 2019
(Inception)
Through December 31,

 
  2020  2019 
Cash Flows from Operating Activities:      
Net loss $(932,821) $(1,000)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Interest earned on marketable securities held in Trust Account  (1,789,959)  — 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (11,833)    
Accrued expenses  1,285,872   1,000 
Income taxes payable  39,765   — 
Net cash used in operating activities  (1,408,976)  — 
         
Cash Flows from Investing Activities:        
Investment of cash in Trust Account  (241,500,000)  — 
Cash withdrawn from Trust Account to pay for franchise and income taxes  160,000   — 
Net cash used in investing activities  (241,340,000)  — 
         
Cash Flows from Financing Activities:        
Proceeds from sale of Units, net of underwriting discounts paid  236,670,000   — 
Proceeds from sale of Private Units  6,180,000   — 
Proceeds from promissory note – related party  43,340   80,808 
Repayment of promissory note – related party  (124,148)  — 
Proceeds from advance from related party  353,994   — 
Payment of offering costs  (373,516)  (80,808)
Net cash provided by financing activities  242,749,670   — 
         
Net Change in Cash  694   — 
Cash – Beginning of period  —   — 
Cash – End of period $694  $— 
         
Non-Cash investing and financing activities:        
Issuance of Representative Shares $—  $1,087 
Deferred offering costs paid directly by Sponsor from proceeds from issuance of common stock to Sponsor $—  $25,000 
Initial classification of common stock subject to possible redemption $237,394,700  $— 
Change in value of common stock subject to possible redemption $(932,828) $— 
Forfeiture of Representative Shares $(5) $— 

The accompanying notes are an integral part of the consolidated financial statements. 

F-6

INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

InterPrivate Acquisition Corp. (the “Company”) was incorporated in Delaware on August 16, 2019. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one subsidiary, WLLY Merger Sub Corp., a wholly-owned subsidiary of the Company incorporated in Delaware on October 27, 2020 (“Merger Sub”).

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Aeva, Inc., a Delaware corporation (“Aeva”), as described in Note 7. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering were declared effective on February 3, 2020. On February 6, 2020, the Company consummated the Initial Public Offering of 21,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $210,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 555,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to InterPrivate Acquisition Management LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,550,000, which is described in Note 5.

Following the closing of the Initial Public Offering on February 6, 2020, an amount of $210,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States, which was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

On February 7, 2020, the underwriters notified the Company of their intention to fully exercise their over-allotment option on February 10, 2020. As such, on February 10, 2020, the Company consummated the sale of an additional 3,150,000 Units, at $10.00 per Unit, and the sale of an additional 63,000 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $32,130,000. A total of $31,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $241,500,000.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Transaction costs amounted to $5,310,386 consisting of $4,830,000 of underwriting fees and $480,386 of other offering costs. In addition, $867,876 of cash was held outside of the Trust Account and was available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 6), Representative Shares (as defined in Note 8), Private Shares (as defined in Note 5) and any Public Shares purchased after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination or amendment to the Amended and Restated Certificate of Incorporation, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, Representative Shares and Private Shares if the Company fails to consummate a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until November 6, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period (and the Company’s stockholders do not approve an amendment to the Company’s amended and restated certificate of incorporation to extend such period), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Insiders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2. LIQUIDITY AND GOING CONCERN

As of December 31, 2020, the Company had $694 in its operating bank accounts, $243,129,959 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,114,270. As of December 31, 2020, approximately $1,630,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 6, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

F-9

INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are, therefore, not presented in the accompanying consolidated financial statements.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019.

Marketable Securities Held in Trust Account

At December 31, 2020, the assets held in the Trust Account were substantially held in money market funds, which primarily invest in U.S. Treasury securities.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“NOL) and allow businesses to carry back NOLs arising in 2018, 2019 and 2020 to the five prior years, suspend the excess business loss rules, accelerate refunds of previously generated corporate alternative minimum tax credits, generally loosen the business interest limitation under IRC section 163(j) from 30 percent to 50 percent among other technical corrections included in the Tax Cuts and Jobs Act tax provisions. The Company has evaluated the impact, if any, of the CARES Act on its financial position, and has determined there is no impact on its financial statements.

Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At December 31, 2019, weighted average shares were reduced for the effect of an aggregate of 787,500 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 7). The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,384,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company’s statement of operations includes a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Common stock subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the income or loss on marketable securities based on non-redeemable shares’ proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): 

  For the year ended December 31,
2020		  For the Period
from August 16, 2019
(inception)
through
December 31,
2019		 
Common stock subject to possible redemption      
Numerator: Earnings allocable to Common stock subject to possible redemption      
Interest earned on marketable securities held in Trust Account $1,742,346  $— 
Less: interest available to be withdrawn for payment of taxes  (350,896)    
Net income $1,391,450  $— 
Denominator: Weighted Average Common stock subject to possible redemption        
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption  23,705,712   — 
Basic and diluted net income per share, Common stock subject to possible redemption $0.06  $— 
         
Non-Redeemable Common Stock        
Numerator: Net Loss minus Net Earnings        
Net loss $(932,821) $(1,000)
Less: Net income allocable to Common stock subject to possible redemption  (1,391,450)  — 
Non-Redeemable Net Loss $(2,324,271) $(1,000)
Denominator: Weighted average non-redeemable common stock        
Basic and diluted weighted average shares outstanding, Common stock  7,214,461   6,337,784 
Basic and diluted net loss per share, Common stock $(0.32) $(0.00)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 4. PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one-half of one warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 5. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 555,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,550,000. As a result of the underwriters’ election to fully exercise their over-allotment option on February 10, 2020, the Sponsor and EarlyBirdCapital purchased an additional 63,000 Private Units at a purchase price of $10.00 per Private Unit, for an aggregate purchase price of $630,000. The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

In August 2019, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On December 30, 2019, the Sponsor contributed an aggregate of 718,750 Founder Shares back to the Company’s capital for no additional consideration and in February 2020, the Company effected a dividend of 0.2 shares of common stock for each share of common stock outstanding, resulting in there being an aggregate of 6,037,500 Founder Shares outstanding. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares included an aggregate of up to 787,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering and excluding the Private Shares underlying the Private Units and Representative Shares). On February 10, 2020, as a result of the underwriters’ election to fully exercise their over-allotment option, 787,500 Founder’s Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

Promissory Note — Related Party

In September 2019, the Company issued an unsecured promissory note to InterPrivate Acquisition Management LLC (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) September 1, 2020, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. At December 31, 2019, $80,808 was outstanding under the Promissory Note. The outstanding amount of $124,148 was repaid at the closing of the Initial Public Offering on February 6, 2020.

Related Party Loans and Advances

In addition, in order to finance transaction costs in connection with a Business Combination, the Insiders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units.

As of December 31, 2020, an affiliate of the Sponsor had advanced the Company an aggregate amount of $353,994. Subsequently, on January 29, 2021 the Company entered into a convertible promissory note agreement with this affiliate (the “Noteholder”) pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). Subsequent to January 29, 2021, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. The Noteholder intends to convert such amount into 150,000 units of the Company at Closing. Such units will have terms identical to the terms of the Company’s Private Units (see Note 1 for a description of the Private Units) and will consist of (i) 150,000 shares of the Company’s common stock and (ii) warrants to purchase 75,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment).

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, the Company incurred $110,000 in fees for these services, of which $10,000 are included in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2020.

Services Agreement

The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay its Vice President a $10,000 per month fee for assisting the Company in negotiating and consummating an initial Business Combination. For the year ended December 31, 2020, the Company incurred and paid $110,000 in fees for these services.

F-14

INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 7. COMMITMENTSAND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on February 3, 2020, the holders of the Founder Shares and Representative Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company (and all underlying securities), are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Representative Shares, Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. Notwithstanding anything to the contrary, EarlyBirdCapital may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that EarlyBirdCapital may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged EarlyBirdCapital as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of Initial Public Offering, or $8,452,500 (exclusive of any applicable finders’ fees which might become payable); provided that up to 33% of the fee may be allocated at the Company’s sole discretion to other third parties who are investment banks or financial advisory firms not participating in the Initial Public Offering that assist the Company in identifying and consummating a Business Combination.

Business Combination Agreement

On November 2, 2020, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Merger Sub, and Aeva, pursuant to which Merger Sub will be merged with and into Aeva (the “Merger”) with Aeva surviving the Merger as a direct wholly-owned subsidiary of the Company (the “Proposed Business Combination”). The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Proposed Business Combination and the transactions contemplated thereby.

In connection with the closing of the Proposed Business Combination (the “Closing”), at the Effective Time, by virtue of the Merger, all shares of Aeva common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive shares of the Company’s common stock, all outstanding Aeva options will be converted into options to purchase our common stock and all outstanding Aeva restricted stock units will be converted into InterPrivate restricted stock units. The aggregate number of shares of the Company’s common stock to be issued in the Proposed Business Combination will be equal to $1.7 billion plus the exercise price of all outstanding Aeva options, divided by $10,00. Following the Closing, the Company will own all the stock of Aeva and the Aeva stockholders as of immediately prior to the effective time of the Merger will hold a majority of the Company’s common stock.

Estimated Transaction Expenses

The Company estimates that it has incurred estimated transaction expenses payable at Closing totaling approximately $52 million, consisting of (i) approximately $16 million of placement agent fees and related expenses, (ii) financial and transaction advisory fees of approximately $16 million, (iii) a fee of 8,452,500 payable to EarlyBirdCapital under the business combination marketing agreement (see “Business Combination Marketing Agreement” above), and (iv) printing, legal, accounting and other fees of $11.5 million.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Closing is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Aeva’s stockholders of the Business Combination Agreement. The Business Combination Agreement may also be terminated by either party under certain circumstances including if the Business Combination has not occurred by March 31, 2021. Aeva has agreed to customary “no shop” obligations subject to a customary “fiduciary out,” and Aeva would be required to pay a termination fee in the amount of $68 million if the Business Combination Agreement is terminated under certain circumstances.

Stockholder Support Agreement

Also, on November 2, 2020, certain stockholders of Aeva holding the votes necessary to approve the Proposed Business Combination entered into a Stockholder Support Agreement with the Company (the “Stockholder Support Agreement”), pursuant to which, among other things, such stockholders have agreed to vote all of their shares of Aeva capital stock in favor of the approval and adoption of the Proposed Business Combination. Additionally, such stockholders have agreed not to (a) transfer any of their shares of Aeva capital stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.

Registration Rights and Lock-Up Agreement

Pursuant to the Business Combination Agreement and as a condition to the Closing, the Company, the Sponsor and EarlyBirdCapital (the “Original Holders”) and certain stockholders of Aeva (the “New Holders” and collectively with the Original Holders, the “Holders”) will enter into the Registration Rights and Lock-Up Agreement.

Pursuant to the terms of the Registration Rights and Lock-Up Agreement, the Company will be obligated to file a registration statement to register the resale of certain securities of the Company held by the Holders. In addition, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders may demand at any time or from time to time, to sell all or any portion of their registrable securities in an underwritten offering so long as the total offering price is reasonably expected to exceed $30 million. The Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Subject to certain exceptions, the Registration Rights and Lock-Up Agreement further provides for the securities of the Company held by the New Holders to be locked-up for a period of one-hundred eighty days following the Closing, while fifty percent of the securities of the Company held by the Original Holders will be locked-up until the earlier of (i) one year following the Closing or (ii) the date on which the sale price of the Company’s common stock equals or exceeds $12.50 per share for any 20 trading days within any 30-day trading period, and the other fifty percent of the securities of the Company held by the Original Holders will be locked-up until one year following the Closing.

Subscription Agreements

On November 2, 2020, the Company entered into subscription agreements with certain investors, pursuant to which the investors have agreed to purchase in the aggregate approximately 12,000,000 shares of common stock in a private placement for $10.00 per share (the “November 2020 PIPE”) for anticipated gross proceeds of approximately $120,000,000. The Company agreed to give certain registration rights to the November 2020 PIPE investors pursuant to the subscription agreements.

On December 23, 2020, the Company entered into separate subscription agreements with an institutional accredited investor and its affiliates (collectively, the “Investors”) pursuant to which the Investors agreed to purchase an aggregate of approximately 16,168,478 shares of the Company’s common stock for an aggregate purchase price of approximately $200,000,000, consisting of a $150,000,000 tranche with a purchase price of $11.50 per share and a $50,000,000 tranche with a purchase price of $16.00 per share, in a private placement (collectively, the “December 2020 PIPE”). The investors who agreed to purchase December 2020 PIPE shares in the $150,000,000 tranche also entered into waiver and lockup agreements with the Company pursuant to which each agreed (1) to vote all shares of common stock held by such investor on the record date for the special meeting in favor of the proposal to approve the Proposed Business Combination, (2) not to submit any such shares of common stock for conversion in connection with such vote and (3) to a lock-up of such tranche of December 2020 PIPE shares for a period of one year following the Closing.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

The purpose of the November 2020 PIPE and December 2020 PIPE is to raise additional capital for use in connection with the Proposed Business Combination, to meet the minimum cash requirements of the Company provided in the Business Combination Agreement and for use by the post-combination company following the Closing. The November 2020 PIPE and the December 2020 PIPE are conditioned on, among other customary closing conditions, the closing of the Proposed Business Combination.

Legal proceedings

On December 23, 2020, Brian Quarles, an alleged stockholder of the Company, filed a lawsuit against the Company, its directors, Merger Sub and Aeva in the Supreme Court of the State of New York, captioned Quarles v. InterPrivate Acquisition Corp., et al., Index No. 657263/2020. The complaint alleges that the Company’s directors caused materially misleading and incomplete information to be disseminated to the Company’s public stockholders and that the Company, Merger Sub and Aeva aided and abetted the directors’ breach of their fiduciary duties. The complaint alleges that the disseminated information omitted, among other things, certain financial information, details regarding the Company’s financial advisors and other information relating to the background of the Business Combination. The complaint seeks, among other things, (1) injunctive relief enjoining the Company, its directors, Merger Sub and Aeva and persons acting in concert with them from proceeding with, consummating or closing the Business Combination; (2) rescission of the consummation of the Business Combination if consummated or rescissory damages; (3) injunctive relief directing the defendants to disseminate a registration statement that does not omit material information or contain alleged untrue statements of material fact; (4) declaratory judgment that the individual defendants violated their fiduciary duties; (5) an award of plaintiff’s expenses and attorney’s fees; and (6) other equitable relief. The Company believes that the plaintiff's claims in the foregoing matter are without merit and intends to vigorously defend against them.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At December 31, 2020 and 2019, there were 7,548,499 and 6,337,500 shares of common stock issued and outstanding, excluding 23,507,001 and no shares of common stock subject to possible redemption, respectively.

Warrants — The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

●in whole and not in part;
●at a price of $0.01 per warrant;
●upon not less than 30 days’ prior written notice of redemption;
●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Private Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Representative Shares

In September 2019, the Company issued to the designees of EarlyBirdCapital 250,000 shares of common stock (the “Representative Shares”) (after giving effect to a contribution back to the Company’s capital for no additional consideration of an aggregate of 50,000 shares EarlyBirdCapital received as a result of the dividend effectuated by the Company in February 2020). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,087 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(g)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 9. INCOME TAX

The Company’s net deferred tax asset at December 31, 2020 and 2019 as follows:

  December 31,  December 31, 
  2020  2019 
Deferred tax asset      
Net operating loss carryforward $—  $210 
Total deferred tax assets  —   210 
Valuation Allowance  —  (210)
Deferred tax asset $—  $— 

The income tax provision for the year ended December 31, 2020 and for the period from August 16, 2019 (inception) through December 31, 2019 consists of the following:

  December 31,  December 31, 
  2020  2019 
Federal      
Current $199,765  $— 
Deferred  210   (210)
         
State and Local        
Current  —   — 
Deferred  —   — 
         
Change in valuation allowance  (210)  210 
         
Income tax provision $199,765  $— 

As of December 31, 2020 and 2019, the Company had $0 and $1,000 of U.S. federal and state net operating loss carryovers available to offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the valuation allowance decreased by $210. For the period from August 16, 2019 (inception) through December 31, 2019, the change in the valuation allowance increased by $210.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2020 and 2019 is as follows:

  December 31,
2020		  December 31,
2019		 
       
Statutory federal income tax rate  21.0%  21.0%
Business combination expenses  (48.3)%  0.0%
Valuation allowance  0.1%  (21.0)%
Income tax provision  (27.2)%  0.0%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for since inception remain open and subject to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction.


INTERPRIVATE ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 10. FAIR VALUE MEASUREMENTS 

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
/s/  Soroush Salehian Dardashti
Soroush Salehian Dardashti
Level 2:Observable inputs other than Level 1 inputs. Examples of Level
Chief Executive Officer and Director (Principal Executive Officer)
April 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
7
, 2022
   
/s/  Saurabh Sinha
Saurabh Sinha
Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Chief Financial Officer (Principal Financial and Accounting Officer)
April 2
7
, 2022
/s/  Mina Rezk
Mina Rezk
President, Chief Technology Officer and Director
April 2
7
, 2022
/s/  Shahin Farshchi
Shahin Farshchi
Director
April 
2
7
, 2022
/s/  Hrach Simonian
Hrach Simonian
Director
April 2
7
, 2022
/s/  Ahmed M. Fattouh
Ahmed M. Fattouh
Director
April 2
7
, 2022

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level  December 31,
2020		 
Assets:      
Marketable securities held in Trust Account  1  $243,129,959 

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Private Placement

On January 4, 2021, the Company entered into subscription agreements with an institutional accredited investor and its affiliated investment vehicles for an aggregate $200 million investment in a Private Placement. The closing of the Private Placement is conditioned on the closing of the Merger.

Legal Proceedings

On January 20, 2021, Michael Anello, an alleged stockholder of the Company, filed a lawsuit against the Company and its directors in the United States District Court for the Southern District of New York, captioned Anello v. InterPrivate Acquisition Corp., et al., Case No. 1:21-cv-00505. The complaint alleges that the Company’s directors authorized the filing of a materially incomplete and misleading registration statement on Form S-4 with the SEC in violation of Sections 14(a) and 20(a) of the Exchange Act and in breach of the directors’ duty of disclosure. The complaint alleges that the registration statement on Form S-4 contains materially incomplete and misleading information concerning, among other things, certain financial information and any conflicts of interest of the Company’s financial advisors. The complaint seeks, among other things, (1) injunctive relief enjoining the Company, its directors and persons acting in concert with them from proceeding with the special meeting or consummating the Business Combination; (2) damages; (3) an award of plaintiff’s expenses and attorney’s and expert fees; and (4) other equitable relief. The Company believes that the plaintiff’s claims in the foregoing matter are without merit and intends to vigorously defend against them.

Related Party Loans

As described in Note 6 under the heading “Related Party Loans and Advances,” Subsequent to December 31, 2020, the Company drew down the remaining amount available for borrowing under the Convertible Promissory Note. The Noteholder intends to convert such amount into 150,000 units of the Company at Closing. Such units will have terms identical to the terms of the Company’s Private Units (see Note 1 for a description of the Private Units).

F-20

 

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