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Aeva (AEVA)

Filed: 12 Feb 21, 9:53pm

Filed pursuant to Rule 424(b)(3)
Registration No. 333-251106

PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT
DATED FEBRUARY 12, 2021

INTERPRIVATE ACQUISITION CORP.

c/o InterPrivate LLC
1350 Avenue of the Americas
New York, New York 10019

Dear InterPrivate Acquisition Corp. Stockholders and Aeva, Inc. Stockholders:

On November 2, 2020, InterPrivate Acquisition Corp., a Delaware corporation (“InterPrivate”), 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”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by Aeva’s stockholders and InterPrivate’s stockholders, and the business combination is subsequently completed, Merger Sub will merge with and into Aeva, with Aeva surviving the merger and becoming a wholly-owned direct subsidiary of InterPrivate (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).

Upon the closing of the Business Combination (the “Closing”), all shares of Aeva common stock issued and outstanding immediately prior to the Closing (including shares of Aeva common stock issued upon conversion of Aeva preferred stock immediately prior to the Closing) will be canceled and converted into the right to receive shares of InterPrivate common stock, all outstanding Aeva stock options will be converted into options to purchase shares of InterPrivate common stock, and all outstanding Aeva restricted stock units will be converted into InterPrivate restricted stock units.

The aggregate transaction consideration to be paid in the Business Combination will be a number of shares of InterPrivate common stock equal to $1.7 billion plus the aggregate exercise price of all outstanding Aeva stock options (whether or not vested), divided by $10.00. The aggregate transaction consideration will be allocated among the holders of shares of Aeva common stock (including Aeva common stock issued upon the conversion of Aeva preferred stock), holders of Aeva stock options and holders of Aeva restricted stock units.

Based on the number of shares of Aeva preferred stock outstanding, the number of shares of Aeva common stock outstanding and the number of outstanding stock options and restricted stock unit awards of Aeva, in each case as of December 31, 2020, the total number of shares of InterPrivate’s common stock expected to be issued in connection with the Business Combination is approximately 151,307,387, and holders of shares of Aeva common stock as of immediately prior to the closing of the Business Combination (including Aeva common stock issued upon the conversion of Aeva preferred stock) are expected to hold, in the aggregate, approximately 72% of the issued and outstanding shares of InterPrivate’s common stock immediately following the closing of the Business Combination. InterPrivate’s units, common stock and warrants are currently listed on the New York Stock Exchange, under the symbols “IPV.U,” “IPV,” and “IPV WS,” respectively. InterPrivate intends to apply to continue the listing of the shares of common stock of the post-combination company and warrants on the New York Stock Exchange under the symbols “AEVA” and “AEVAW”, respectively, upon the closing of the Business Combination. InterPrivate will not have units traded following the closing of the Business Combination, at which time each unit will separate into its component securities. Following the closing of the Business Combination, InterPrivate intends to change its name to Aeva Technologies, Inc.

See the section entitled “The Business Combination” on page 100 of the attached proxy statement/prospectus/consent solicitation statement for further information on the consideration being paid to the stockholders of Aeva in the Business Combination.

In connection with the execution of the Business Combination Agreement, InterPrivate entered into subscription agreements with institutional accredited investors, pursuant to which the investors agreed to purchase an aggregate of 12,000,000 shares of InterPrivate common stock, for a purchase price of $10.00 per share and an aggregate purchase price of $120,000,000. In addition, on December 23, 2020, InterPrivate entered into subscription agreements with an institutional accredited investor and its affiliates, pursuant to which the investor agreed to purchase an aggregate of approximately 16,168,478 shares of InterPrivate common stock for an aggregate purchase price of approximately $200,000,000, consisting of a $150,000,000 tranche for the purchase of 13,043,478 shares with a purchase price of $11.50 per share and a $50,000,000 tranche for the purchase of 3,125,000 shares with a purchase price of $16.00 per share. The closing of the sale of these shares pursuant to the subscription agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Proposed Transactions (as defined below). See “Certain Agreements Related to the Business Combination — Subscription Agreements.”

InterPrivate is holding a special meeting in lieu of the 2021 annual meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the InterPrivate special meeting of stockholders, which will be held in a virtual format on March 11, 2021, at 11:00 a.m., Eastern time, unless postponed or adjourned to a later date, InterPrivate will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus/consent solicitation statement.

As described in this proxy statement/prospectus/consent solicitation statement, certain stockholders of Aeva are parties to a stockholder support agreement with InterPrivate whereby such stockholders agreed to vote all of their shares of Aeva common stock and Aeva preferred stock in favor of approving the Business Combination Agreement and the Business Combination (together, the “Proposed Transactions”).

In addition, Aeva will seek the written consent of its stockholders as required to approve and adopt the Business Combination Agreement and the Business Combination (the “Written Consent”). Such approval requires the affirmative vote of the holders of at least (i) a majority of the outstanding shares of Aeva common stock and Aeva preferred stock voting together on an as-converted basis, (ii) two-thirds (2/3) of the outstanding shares of Aeva preferred stock, voting as a separate class, and (iii) a majority of the outstanding shares of Aeva common stock, voting as a separate class. No additional approval or vote from any holders of any class or series of stock of Aeva will be necessary to adopt and approve the Business Combination Agreement and the Business Combination.

After careful consideration, the respective InterPrivate and Aeva boards of directors have unanimously approved the Business Combination Agreement and the Business Combination, and the board of directors of InterPrivate has approved the other proposals described in this proxy statement/prospectus/consent solicitation statement, and each of the InterPrivate and Aeva boards of directors has determined that it is advisable to consummate the Business Combination. The board of directors of InterPrivate recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus/consent solicitation statement, and the board of directors of Aeva recommends that its stockholders sign and return to Aeva the Written Consent indicating their approval of the Business Combination Agreement and the Business Combination.

More information about InterPrivate, Aeva and the Proposed Transactions is contained in this proxy statement/prospectus/consent solicitation statement. InterPrivate and Aeva urge you to read the accompanying proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 38 OF THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

 

Sincerely,

February 12, 2021

 

Ahmed M. Fattouh
Chairman and Chief Executive Officer

This proxy statement/prospectus/consent solicitation statement is dated February 12, 2021 and will first being mailed to the stockholders of InterPrivate on or about February 16, 2021.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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INTERPRIVATE ACQUISITION CORP.

c/o InterPrivate LLC
1350 Avenue of the Americas
New York, New York 10019

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 11, 2021

To the Stockholders of InterPrivate Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2021 annual meeting of stockholders (the “special meeting”) of InterPrivate Acquisition Corp., a Delaware corporation (“InterPrivate,” “we,” “our” or “us”), which, in light of public health concerns regarding the coronavirus (COVID-19) pandemic, will be held in virtual format on March 11, 2021, at 11:00 a.m., Eastern time. The special meeting can be accessed by visiting https://www.cstproxy.com/ipvspac/2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing (877) 770-3647 (toll-free within the U.S. and Canada) or (312) 780-0854 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 21217225#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication.

You are cordially invited to attend the special meeting, which will be held for the following purposes:

1.      Proposal No. 1 — The “Business Combination Proposal” — to consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2020 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among InterPrivate, Aeva, Inc. (“Aeva”) and WLLY Merger Sub Corp. (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Aeva, with Aeva surviving the merger and becoming a wholly-owned direct subsidiary of InterPrivate (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”);

2.      Proposal No. 2 — The “Charter Amendment Proposal” — to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of InterPrivate attached as Annex B to the proxy statement/prospectus/consent solicitation statement (the “Charter Amendment Proposal”);

3.      Proposal Nos. 3A-3H — The “Governance Proposals” — to consider and vote on, on a non-binding advisory basis, eight separate governance proposals relating to the following material differences between InterPrivate’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the “Governance Proposals”):

(a)     change the name of InterPrivate to “Aeva Technologies, Inc.” from the current name of “InterPrivate Acquisition Corp.” and remove certain provisions related to InterPrivate’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (Proposal No. 3A);

(b)    increase the number of shares of (i) common stock InterPrivate is authorized to issue from 50,000,000 shares to 422,000,000 shares and (ii) preferred stock InterPrivate is authorized to issue from 1,000,000 shares to 10,000,000 shares (Proposal No. 3B);

(c)     require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to adopt, amend or repeal the Post-Combination Company’s bylaws (Proposal No. 3C);

(d)    require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office (Proposal No. 3D);

 

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(e)     require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to amend or repeal certain provisions of the Proposed Certificate of Incorporation (Proposal No. 3E);

(f)     remove the provision renouncing the corporate opportunity doctrine (Proposal No. 3F);

(g)    require that special meetings of stockholders may only be called by the board of directors, the chairperson of the board of directors or the chief executive officer and not by stockholders, subject to any special rights of the holders of preferred stock (Proposal No. 3G); and

(h)    modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act (Proposal No. 3H).

4.      Proposal No. 4 — The “Election of Directors Proposal” — to consider and vote on a proposal to elect, effective at Closing, five directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

5.      Proposal No. 5 — The “Incentive Award Plan Proposal” — to consider and vote on a proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination;

6.      Proposal No. 6 — The “NYSE Proposal” — to consider and vote on a proposal to issue InterPrivate Common Stock to the Aeva stockholders in the Business Combination and to the investors in the PIPEs; and

7.      Proposal No. 7 — The “Adjournment Proposal” — to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Your attention is directed to the proxy statement/prospectus/consent solicitation statement accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus/consent solicitation statement carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

All InterPrivate stockholders are cordially invited to attend the special meeting in virtual format. InterPrivate stockholders may attend, vote and examine the list of InterPrivate stockholders entitled to vote at the special meeting by visiting https://www.cstproxy.com/ipvspac/2021 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the special meeting will be held in virtual meeting format only. You will not be able to attend the special meeting physically. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors,

February 12, 2021

 

Ahmed M. Fattouh
Chairman and Chief Executive Officer

 

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If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

All holders (the “Public Stockholders”) of shares of InterPrivate common stock issued in InterPrivate’s initial public offering (the “Public Shares”) have the right to have their Public Shares converted into cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their shares converted into cash. This means that any Public Stockholder holding Public Shares may exercise conversion rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

To exercise conversion rights, holders must tender their stock to Continental Stock Transfer & Trust Company, InterPrivate’s transfer agent, no later than two (2) business days prior to the special meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, then these shares will not be converted into cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your conversion rights. See “Special Meeting of InterPrivate Stockholders — Conversion Rights” for more specific instructions.

 

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AEVA, INC.
555 Ellis Street
Mountain View, California 94043

NOTICE OF SOLICITATION OF WRITTEN CONSENT
OF THE STOCKHOLDERS OF AEVA

To Stockholders of Aeva, Inc.:

Pursuant to a Business Combination Agreement, dated as of November 2, 2020 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among InterPrivate Acquisition Corp., a Delaware corporation (“InterPrivate”), WLLY Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of InterPrivate (“Merger Sub”), and Aeva, Inc., a Delaware corporation (“Aeva”), Merger Sub will merge with and into Aeva, with Aeva surviving the merger as a direct, wholly owned subsidiary of InterPrivate (the “Business Combination”).

The accompanying proxy statement/prospectus/consent solicitation statement is being delivered to you on behalf of the board of directors of Aeva (the “Aeva Board of Directors”) to request that the stockholders of Aeva (the “Aeva Stockholders”) as of the record date of February 5, 2021 (the “Aeva Record Date”) adopt and approve the Business Combination Agreement and the Business Combination (the “Aeva Business Combination Proposal”), by executing and returning the written consent furnished with the accompanying proxy statement/prospectus/consent solicitation statement.

The accompanying proxy statement/prospectus/consent solicitation statement describes the Business Combination Agreement, the Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation statement.

A summary of the appraisal that may be available to you is described in the section entitled “Aeva Appraisal Rights” beginning on page 258 of the accompanying proxy statement/prospectus/consent solicitation statement and Section 262 of the DGCL, a copy of which is attached to the accompanying proxy statement/prospectus/consent solicitation statement as Annex E. Please note that if you wish to exercise appraisal rights you must not sign and return a written consent approving and adopting the Business Combination Agreement or approving the Business Combination. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the Business Combination Agreement or the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights.

The Aeva Board of Directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared that the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, are advisable and in the best interests of Aeva and its stockholders and recommends that Aeva Stockholders approve the Aeva Business Combination Proposal by submitting a written consent.

 

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Please complete, date and sign the written consent furnished with the accompanying proxy statement/prospectus/consent solicitation statement and return it promptly to Aeva by one of the means described in the section entitled “Aeva’s Solicitation of Written Consents” beginning on page 91 of the accompanying proxy statement/prospectus/consent solicitation statement.

 

By Order of the Board of Directors,

   
  

Mina Rezk

  

President, Chairman of the Board of Directors and
Chief Technology Officer

 

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TABLE OF CONTENTS

 

Page

ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

1

FREQUENTLY USED TERMS

 

1

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

5

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

 

19

Parties to the Business Combination

 

19

The Business Combination

 

19

Certain Agreements Related to the Business Combination Agreement

 

23

Reasons for the Approval of the Business Combination

 

25

Conversion Rights

 

25

Recommendation of the InterPrivate Board of Directors

 

26

Recommendation of the Aeva Board of Directors

 

26

InterPrivate’s Special Meeting of Stockholders

 

26

Aeva Solicitation of Written Consents

 

26

The Sponsor and InterPrivate’s Directors and Officers Have Financial Interests in the Business Combination

 

27

Aeva’s Directors and Officers Have Financial Interests in the Business Combination

 

28

SELECTED HISTORICAL FINANCIAL INFORMATION OF AEVA

 

31

SELECTED HISTORICAL FINANCIAL INFORMATION OF INTERPRIVATE

 

32

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

 

33

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK
FACTOR SUMMARY

 

35

RISK FACTORS

 

38

Risks Related to Aeva’s Business and Industry

 

38

Risks Related to InterPrivate and the Business Combination

 

63

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

79

AEVA’S SOLICITATION OF WRITTEN CONSENTS

 

91

Purpose of the Consent Solicitation; Recommendation of the Aeva Board of Directors

 

91

Aeva Stockholders Entitled to Consent

 

91

Written Consents; Required Written Consents

 

91

Interests of Certain Persons in the Business Combination

 

92

Submission of Written Consents

 

92

Executing Written Consents; Revocation of Written Consents

 

92

Solicitation of Consents; Expenses

 

93

THE SPECIAL MEETING OF INTERPRIVATE STOCKHOLDERS

 

94

The InterPrivate Special Meeting

 

94

Date, Time and Place of the Special Meeting

 

94

Purpose of the Special Meeting

 

94

Recommendation of the InterPrivate Board of Directors

 

95

Record Date and Voting

 

96

Voting Your Shares

 

96

Who Can Answer Your Questions About Voting Your Shares

 

97

Quorum and Vote Required for the InterPrivate Proposals

 

97

Abstentions and Broker Non-Votes

 

97

Revocability of Proxies

 

97

Conversion Rights

 

98

Appraisal or Dissenters’ Rights

 

99

Solicitation of Proxies

 

99

Stock Ownership

 

99

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PROPOSALS TO BE CONSIDERED BY INTERPRIVATE’S STOCKHOLDERS PROPOSAL
NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

100

THE BUSINESS COMBINATION

 

100

The Background of the Business Combination

 

100

InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination

 

107

Certain Unaudited Aeva Prospective Financial Information

 

111

Interests of InterPrivate’s Directors and Officers in the Business Combination

 

113

Interests of Aeva’s Directors and Executive Officers in the Business Combination

 

114

Potential Actions to Secure Requisite Stockholder Approvals

 

115

Regulatory Approvals Required for the Business Combination

 

116

Accounting Treatment of the Business Combination

 

116

THE BUSINESS COMBINATION AGREEMENT

 

117

General; Structure of the Business Combination

 

117

Conversion of Securities

 

118

Closing

 

119

Representations and Warranties

 

119

Conduct of Business Pending the Merger

 

121

Additional Agreements

 

123

Vote Required for Approval

 

131

Recommendation of the Board

 

131

CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

 

132

Stockholder Support Agreement

 

132

Registration Rights and Lock-Up Agreement

 

132

Stockholders Agreement

 

132

Subscription Agreements

 

133

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE CONVERSION
RIGHTS AND THE BUSINESS COMBINATION

 

136

U.S. Federal Income Tax Considerations of the Conversion to the Holders of InterPrivate Common Stock

 

137

U.S. Federal Income Tax Considerations of the Business Combination for Aeva Stockholders

 

142

PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL

 

145

Overview

 

145

Change of Name and Removal of Special Purpose Acquisition Company Provisions

 

146

Authorized Capital Stock

 

147

Amendment of Bylaws

 

147

Removal of Directors

 

148

Supermajority Vote for Certain Amendments

 

149

Remove Renouncement of Corporate Opportunities

 

150

Ability to Call Special Meetings of Stockholders

 

151

Choice of Forum

 

152

Vote Required for Approval

 

153

Recommendation of the Board

 

153

PROPOSAL NOS. 3A-3H — THE GOVERNANCE PROPOSALS

 

154

Overview

 

154

Vote Required for Approval

 

155

Recommendation of the Board

 

155

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PROPOSAL NO. 4 — THE ELECTION OF DIRECTORS PROPOSAL

 

156

Overview

 

156

Vote Required for Approval

 

156

Recommendation of the Board

 

156

PROPOSAL NO. 5 — THE INCENTIVE AWARD PLAN PROPOSAL

 

157

PROPOSAL NO. 6 — THE NYSE PROPOSAL

 

162

Overview

 

162

Why InterPrivate Needs Stockholder Approval

 

162

Effect of Proposal on Current Stockholders

 

162

Vote Required for Approval

 

162

Recommendation of our Board of Directors

 

162

PROPOSAL NO. 7 — THE ADJOURNMENT PROPOSAL

 

163

The Adjournment Proposal

 

163

Vote Required for Approval

 

163

Recommendation of the Board

 

163

INFORMATION ABOUT AEVA

 

164

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
AEVA

 

183

AEVA’S EXECUTIVE AND DIRECTOR COMPENSATION

 

185

AEVA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

189

CERTAIN AEVA RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

200

COMPARISON OF AEVA STOCKHOLDERS’ RIGHTS

 

205

INFORMATION ABOUT INTERPRIVATE

 

219

Overview

 

219

Initial Business Combination

 

219

Submission of Our Initial Business Combination to a Stockholder Vote

 

220

Permitted Purchases of Our Securities

 

220

Conversion Rights for Public Stockholders

 

221

Redemption of Public Shares and Liquidation if No Initial Business Combination

 

221

Facilities

 

223

Employees

 

223

Directors and Executive Officers

 

224

Number and Terms of Office of Directors

 

226

INTERPRIVATE MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 

231

CERTAIN INTERPRIVATE RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

236

Related Party Policy

 

237

MANAGEMENT OF THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION

 

239

DESCRIPTION OF THE POST-COMBINATION COMPANY’S SECURITIES

 

244

Authorized and Outstanding Capital Stock

 

244

Preferred Stock

 

245

Warrants

 

245

Dividends

 

247

Listing of Securities

 

247

Transfer Agent and Registrar

 

247

Certain Anti-Takeover Provisions of Delaware Law

 

247

Limitation on Liability and Indemnification of Directors and Officers

 

249

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ABOUT THIS PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by InterPrivate (File No. 333-251106) (the “Registration Statement”), constitutes a prospectus of InterPrivate under Section 5 of the Securities Act, with respect to the shares of InterPrivate Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting in lieu of the 2021 annual meeting of InterPrivate stockholders at which InterPrivate stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. This document also constitutes a consent solicitation of Aeva Stockholders with respect to the approval of the Business Combination Agreement and Business Combination.

FREQUENTLY USED TERMS

In this document:

“AD” means autonomous driving.

“ADAS” means assisted driving.

“Aeva” means Aeva, Inc., a Delaware corporation.

“Aeva Board of Directors” means the board of directors of Aeva.

“Aeva Capital Stock” means Aeva’s Common Stock and Aeva’s Preferred Stock.

“Aeva Common Stock” means Aeva’s common stock, par value $0.001 per share.

“Aeva Founders” means, collectively, Soroush Salehian Dardashti and Mina Rezk.

“Aeva Options” means all outstanding options to purchase shares of Aeva Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under the Aeva stock incentive plans or otherwise.

“Aeva Preferred Stock” means the shares of Aeva’s preferred stock, including Aeva Series A Preferred Stock, Aeva Series A-1 Preferred Stock, Aeva Series B Preferred Stock, and Aeva Series Seed Preferred Stock.

“Aeva RSUs” means all outstanding restricted stock units relating to shares of Aeva Common Stock immediately prior to the Closing under the Aeva stock incentive plans or otherwise.

“Aeva Series A Preferred Stock” means preferred stock of Aeva, par value $0.001 per share, designated as Series A Preferred Stock.

“Aeva Series A-1 Preferred Stock” means preferred stock of Aeva, par value $0.001 per share, designated as Series A-1 Preferred Stock.

“Aeva Series B Preferred Stock” means preferred stock of Aeva, par value $0.001 per share, designated as Series B Preferred Stock.

“Aeva Series Seed Preferred Stock” means preferred stock of Aeva, par value $0.001 per share, designated as Series Seed Preferred Stock.

“Aeva Stockholders” means the holders of Aeva Capital Stock.

“AR” means augmented reality.

“ASIC” means application-specific integrated circuit for custom digital processing.

“broker non-vote” means the failure of an InterPrivate stockholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

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“Business Combination Agreement” means the Business Combination Agreement, dated as of November 2, 2020, as it may be amended and/or restated from time to time, by and among InterPrivate, Aeva and Merger Sub.

“Canaan” means Canaan XI L.P.

“Closing” means the consummation of the Business Combination.

“CMOS” means Complementary Metal Oxide Semiconductor.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“December 2020 PIPE” means the sale of December 2020 PIPE Shares to the December 2020 PIPE Subscribers, for a purchase price of $11.50 per share for the $150 million tranche and $16.00 per share for the $50 million tranche for an aggregate purchase price of $200 million, in a private placement.

“December 2020 PIPE Shares” means an aggregate of approximately 16,168,478 shares of InterPrivate Common Stock to be issued to December 2020 PIPE Subscribers in the December 2020 PIPE, consisting of 13,043,478 shares for a purchase price of $11.50 per share and 3,125,000 shares for a purchase price of $16.00 per share, for an aggregate purchase price of $200 million.

“December 2020 PIPE Subscribers” means Sylebra Capital and its affiliates that purchased the December 2020 PIPE Shares.

“DGCL” means the Delaware General Corporation Law.

“DSP” means digital signal processing.

“EarlyBirdCapital” means EarlyBirdCapital, Inc., InterPrivate’s representative in the IPO.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FDA” means the U.S. Food and Drug Administration.

“FMCW” means Frequency Modulated Continuous Wave.

“Founder Shares” means the shares of InterPrivate Common Stock initially purchased by the Sponsor in a private placement in August 2019.

“GAAP” means United States generally accepted accounting principles.

“InterPrivate” means InterPrivate Acquisition Corp., a Delaware corporation.

“InterPrivate Common Stock” means InterPrivate’s common stock, par value $0.0001 per share.

“InterPrivate Unit” means one share of InterPrivate Common Stock and one-half InterPrivate Warrant.

“InterPrivate Warrant Agreement” means the warrant agreement, dated as of February 3, 2020, by and between InterPrivate and Continental Stock Transfer & Trust Company, governing InterPrivate’s outstanding warrants.

“InterPrivate Warrants” means warrants to purchase shares of InterPrivate Common Stock as contemplated under the InterPrivate Warrant Agreement, with each whole warrant exercisable for one share of InterPrivate Common Stock at an exercise price of $11.50 per whole share.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means InterPrivate’s initial public offering of units, consummated on February 3, 2020.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Aeva Stockholders” means Adage Capital Partners, LP, Canaan, Lux, and the Aeva Founders.

“Lux” means, collectively, Lux Co-Investment Opportunities, L.P. and Lux Ventures IV, L.P.

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“Merger” means the merging of Merger Sub with and into Aeva, with Aeva surviving the Merger as a wholly-owned subsidiary of InterPrivate.

“Merger Sub” means WLLY Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of InterPrivate.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.01 per share.

“November 2020 PIPE” means the sale of November 2020 PIPE Shares to the November 2020 PIPE Subscribers, for a purchase price of $10.00 per share and an aggregate purchase price of $120 million, in a private placement.

“November 2020 PIPE Shares” means an aggregate of 12,000,000 shares of InterPrivate Common Stock to be issued to November 2020 PIPE Subscribers in the November 2020 PIPE.

“November 2020 PIPE Subscribers” means the purchasers of the November 2020 PIPE Shares.

“NYSE” means the New York Stock Exchange.

“PCAOB” means the Public Company Accounting Oversight Board.

“PCAOB Audited Financials” means the audited balance sheet of Aeva as of December 31, 2018 and December 31, 2019, and the related audited statements of income and cash flows of Aeva for the years then ended, each audited in accordance with the auditing standards of the PCAOB and Generally Accepted Auditing Standards and included in this proxy statement/prospectus/consent solicitation statement.

“PIPEs” means, collectively, the November 2020 PIPE and the December 2020 PIPE.

“PIPE Shares” means, collectively, the November 2020 PIPE Shares and the December 2020 PIPE Shares.

“Post-Combination Company” means InterPrivate immediately upon the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement.

“Private Shares” means the shares of InterPrivate Common Stock included in the Private Units.

“Private Units” means the InterPrivate Units purchased in a private placement in connection with the IPO.

“Private Warrants” means the warrants to purchase shares of InterPrivate Common Stock included in the Private Units.

“prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333-251106) filed with the SEC.

“Public Shares” means shares of InterPrivate Common Stock issued as part of the units sold in the IPO.

“Public Stockholders” means the holders of shares of InterPrivate Common Stock.

“Public Warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of InterPrivate Common Stock, in accordance with its terms.

“Registration Rights and Lock-Up Agreement” means the Amended and Restated Registration Rights Agreement of InterPrivate to be entered into in connection with the Closing by InterPrivate, the Key Aeva Stockholders and certain InterPrivate stockholders.

“Representative Shares” means the 250,000 shares of InterPrivate Common Stock issued to the designees of EarlyBirdCapital in a private placement in September 2019.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“special meeting” means the special meeting in lieu of the 2021 annual meeting of the stockholders of InterPrivate that is the subject of this proxy statement/prospectus/consent solicitation statement.

“Sponsor” means InterPrivate Acquisition Management LLC, a Delaware limited liability company.

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“Stockholder Support Agreement” means the Stockholder Support Agreement, dated as of November 2, 2020, by and among InterPrivate and the Key Aeva Stockholders.

“Stockholders Agreement” means the Stockholders Agreement to be entered into in connection with the Closing by InterPrivate, the Sponsor, the Aeva Founders, Canaan and Lux.

“Subscription Agreements” means, collectively, the November 2020 Subscription Agreements and the December 2020 Subscription Agreements.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of InterPrivate.

“TAM” means total addressable market.

“ToF” means time of flight technology.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.

“VR” means virtual reality.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of InterPrivate stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to InterPrivate stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of InterPrivate’s Stockholders and the Related Proposals

Q.     Why am I receiving this proxy statement/prospectus/consent solicitation statement?

A.     InterPrivate has 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 wholly-owned direct subsidiary of InterPrivate. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus/consent solicitation statement as Annex A.

Upon the Closing of the Business Combination, all shares of Aeva Common Stock issued and outstanding immediately prior to the Closing (including shares of Aeva Common Stock issued upon conversion of Aeva Preferred Stock immediately prior to the Closing) will be canceled and converted into the right to receive shares of InterPrivate Common Stock, all outstanding Aeva Options will be converted into options to purchase shares of InterPrivate Common Stock and all outstanding Aeva RSUs will be converted into InterPrivate restricted stock units. See “Summary of the proxy statement/prospectus/consent solicitation statement — Ownership of the Post-Combination Company After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

InterPrivate stockholders are being asked to consider and vote on the Business Combination Proposal to approve the adoption of the Business Combination Agreement and approve the Business Combination, among other proposals.

The InterPrivate Common Stock, InterPrivate Warrants and InterPrivate Units are currently listed on the NYSE under the symbols “IPV,” “IPV WS” and “IPV.U,” respectively. InterPrivate intends to apply to continue the listing of the InterPrivate Common Stock and InterPrivate Warrants on the NYSE under the symbols “AEVA” and “AEVAW,” respectively, upon the Closing. All outstanding InterPrivate Units will be separated into their component securities immediately prior to the Closing. Accordingly, the Post-Combination Company will not have any units following consummation of the Business Combination, and therefore there will be no NYSE listing of the InterPrivate Units following the consummation of the Business Combination.

This proxy statement/prospectus/consent solicitation statement and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus/consent solicitation statement and its annexes carefully and in their entirety. This document also constitutes a prospectus of InterPrivate with respect to the InterPrivate Common Stock issuable in connection with the Business Combination.

Q.     What matters will stockholders consider at the special meeting?

A.     At the InterPrivate special meeting of stockholders, InterPrivate will ask its stockholders to vote in favor of the following proposals (the “InterPrivate Proposals”):

•        The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

•        The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of InterPrivate attached as Annex B to this proxy statement/prospectus/consent solicitation statement.

•        The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between InterPrivate’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation.

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•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of InterPrivate following the Closing of the Business Combination.

•        The Incentive Award Plan Proposal — a proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination.

•        The NYSE Proposal — a proposal to issue InterPrivate Common Stock to the Aeva stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPEs.

•        The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.     Are any of the proposals conditioned on one another?

A.     The Charter Amendment Proposal, Election of Directors Proposal, Incentive Award Plan Proposal, and NYSE Proposal are all conditioned on the approval of the Business Combination Proposal. The Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that any of the Business Combination Proposal, Charter Amendment Proposal, Incentive Award Plan Proposal or NYSE Proposal is not approved, then InterPrivate will not consummate the Business Combination. The Business Combination is not conditioned on the approval of the Election of Directors Proposal. If InterPrivate does not consummate the Business Combination and fails to complete an initial business combination by November 6, 2021 or obtain the approval of InterPrivate stockholders to extend the deadline for InterPrivate to consummate an initial business combination, then InterPrivate will be required to dissolve and liquidate.

Q.     What will happen upon the consummation of the Business Combination?

A.     On the Closing Date, Merger Sub will merge into Aeva, whereupon Merger Sub will cease to exist and Aeva will continue as the Surviving Corporation and become a direct wholly-owned subsidiary of InterPrivate. The Merger will have the effects specified under Delaware law. The aggregate transaction consideration to be paid in the Business Combination will be a number of shares of InterPrivate Common Stock equal to $1.7 billion plus the aggregate exercise price of all outstanding Aeva Options (whether or not vested), divided by $10.00. The aggregate transaction consideration will be allocated among the holders of shares of Aeva Common Stock (including Aeva Common Stock issued upon the conversion of Aeva Preferred Stock), holders of Aeva Options and holders of Aeva RSUs.

Q.     Why is InterPrivate proposing the Business Combination Proposal?

A.     InterPrivate was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. InterPrivate is not limited to any particular industry or sector.

InterPrivate received $241,500,000 from its IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Warrants and Private Units, which was placed into the Trust Account immediately following the IPO. In accordance with InterPrivate’s amended and restated certificate of incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?

There currently are 31,055,500 shares of InterPrivate Common Stock issued and outstanding, consisting of 24,150,000 Public Shares, 6,037,500 Founder Shares, 250,000 Representative Shares and 618,000 Private Shares. In addition, there currently are 12,384,000 InterPrivate Warrants issued and outstanding, consisting of 12,075,000 Public Warrants and 309,000 Private Warrants. Each whole InterPrivate Warrant entitles the holder thereof to purchase one share of InterPrivate Common Stock at a price of $11.50 per share. The InterPrivate Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

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Under InterPrivate’s amended and restated certificate of incorporation, InterPrivate must provide all Public Stockholders with the opportunity to have their Public Shares converted to cash upon the consummation of InterPrivate’s initial business combination in conjunction with a stockholder vote.

Q.     Who is Aeva?

A.     Founded in late 2016 by former Apple engineers Soroush Salehian Dardashti and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva began operations in 2017 and is a provider of comprehensive perception solutions for automated driving applications. Aeva’s 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance at affordable costs for commercialization. See “Information About Aeva.”

Q.     What equity stake will current InterPrivate stockholders and Aeva Stockholders have in the Post-Combination Company after the Closing?

A.     It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

•        current Aeva Stockholders will own 151,307,387 shares of InterPrivate Common Stock, representing approximately 72% of the total shares outstanding;

•        the investors in the PIPEs will own approximately 28,168,478 shares of InterPrivate Common Stock, representing approximately 13.4% of the total shares outstanding;

•        the Public Stockholders will own 24,150,000 shares of InterPrivate Common Stock, representing approximately 11.5% of the total shares outstanding; and

•        the Sponsor will own 6,538,581 shares of InterPrivate Common Stock, representing approximately 3.1% of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their conversion rights and that Aeva does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of InterPrivate Warrants or (ii) shares issuable upon the exercise of outstanding options to purchase, or upon settlement of restricted stock units that settle into, shares of Aeva Common Stock.

Q.     Who will be the officers and directors of InterPrivate if the Business Combination is consummated?

A.     The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the board of directors of the Post-Combination Company (the “Post-Combination Board”) will be comprised of individuals designated as provided in the Business Combination Agreement and the Stockholders Agreement Term Sheet attached thereto, who are currently expected to include the Aeva Founders, Ahmed M. Fattouh, Shahin Farshchi and Hrach Simonian. After Closing, there will be two vacancies on the Post-Combination Board, and the Aeva Founders will have the right to nominate individuals to fill both vacancies, subject to the approval of a majority of the Post-Combination Board. Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Post-Combination Company: Soroush Salehian Dardashti, Mina Rezk and Saurabh Sinha. See “Management of the Post-Combination Company Following the Business Combination.”

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that InterPrivate’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

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Q.     What happens if I sell my shares of InterPrivate Common Stock before the special meeting of stockholders?

A.     The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of InterPrivate Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

Q.     What vote is required to approve the proposals presented at the special meeting of stockholders?

A.     The approval of the Business Combination Proposal, Governance Proposals (on an advisory basis), Incentive Award Plan Proposal, NYSE Proposal and Adjournment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of InterPrivate Common Stock present and entitled to vote at the special meeting. Accordingly, an InterPrivate stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders or a broker non-vote will have no effect on these Proposals. An abstention will have the same effect as a vote against these Proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then outstanding shares of InterPrivate Common Stock entitled to vote thereon at the special meeting. Accordingly, an InterPrivate stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Amendment Proposal.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of InterPrivate Common Stock entitled to vote and actually cast thereon at the special meeting. Accordingly, an InterPrivate stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Q.     How do InterPrivate’s initial stockholders intend to vote on the proposals?

A.     The Sponsor and EarlyBirdCapital are entitled to vote an aggregate of 22.2% of the outstanding shares of InterPrivate Common Stock. The Sponsor, InterPrivate’s directors and officers and EarlyBirdCapital have agreed to vote any Founder Shares, Representative Shares, Private Shares and any Public Shares held by them as of the record date in favor of each of the proposals presented at the special meeting.

Q.     Do Aeva’s stockholders need to approve the Business Combination?

A.     Yes. Contemporaneously with the execution of the Business Combination Agreement, the Key Aeva Stockholders entered into the Stockholder Support Agreement, pursuant to which, among other things and subject to the terms and conditions therein, the Key Aeva Stockholders agreed to vote all shares of Aeva Common Stock and Aeva Preferred Stock beneficially owned by such stockholders in favor of adoption and approval of the Business Combination Agreement and the Business Combination and not to (a) transfer any of their shares of Aeva Common Stock or Aeva Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. Collectively, as of December 31, 2020, the Key Aeva Stockholders held approximately 84% of the outstanding shares of Aeva Capital Stock. The Key Aeva Stockholders therefore hold a sufficient number of shares of Aeva Capital Stock to approve the Business Combination without the vote of any other Aeva stockholder. For further information, please see the section entitled “Certain Agreements Related to The Business Combination — Stockholder Support Agreement.”

Q.     May InterPrivate or InterPrivate’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and InterPrivate’s board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares converted to cash in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Aeva. None of the Sponsor, directors, officers

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or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its conversion rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their conversion rights, such selling stockholders would be required to revoke their prior elections to convert their shares to cash. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to InterPrivate for use in the Business Combination.

Q.     How many votes do I have at the special meeting of stockholders?

A.     InterPrivate’s stockholders are entitled to one vote at the special meeting for each share of InterPrivate Common Stock held of record as of the record date. As of the close of business on the record date, there were 31,055,500 outstanding shares of InterPrivate Common Stock.

Q.     What interests do InterPrivate’s current officers and directors have in the Business Combination?

A.     InterPrivate’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

•        the beneficial ownership of the Sponsor, which is controlled by Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, of an aggregate of 6,789,121 shares of InterPrivate Common Stock, consisting of:

•        6,037,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000; and

•        501,081 Private Shares and 250,540 shares of InterPrivate Common Stock underlying Private Warrants, which together comprise the 501,081 Private Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of approximately $5.0 million;

all of which shares and warrants would become worthless if InterPrivate does not complete a business combination within the applicable time period, as the Sponsor has waived any right to conversion with respect to these shares. Such shares and warrants have an aggregate market value of approximately $96.5 million and $927,000, respectively, based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the economic interests in the Sponsor held by certain of InterPrivate’s officers and directors, which gives them an indirect pecuniary interest in the shares of InterPrivate Common Stock and InterPrivate Warrants held by the Sponsor, and which interests would also become worthless if InterPrivate does not complete a business combination within the applicable time period, including the following:

•        in exchange for serving on InterPrivate’s board of directors, each of InterPrivate’s independent directors (Mr. Cinquegrana, Mr. Harris and Mr. Luckett) received an economic interest in the Sponsor equivalent to 30,000 shares of InterPrivate Common Stock, which would have a market value of approximately $443,000 based on the closing price of InterPrivate Common Stock of $14.76 on the NYSE on January 29, 2021, the most recent practicable date; and

•        Mr. Harris and Mr. Luckett made investments in the equity of the Sponsor in the amount of $250,000 and $50,000, respectively, which gives Mr. Harris an economic interest in the Sponsor equivalent to an additional 100,000 shares of InterPrivate Common Stock and 12,500 InterPrivate Warrants, which would have a market value of approximately $1.5 million and $46,000, respectively, and which gives Mr. Luckett an economic interest in the Sponsor equivalent to an additional 20,000 shares of InterPrivate Common Stock and 2,500 InterPrivate Warrants, which would have a market value of approximately $295,000 and $9,250, respectively, in each case based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

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•        the interest of Alan Pinto, InterPrivate’s Senior Vice President, who serves as a FINRA registered representative of Emerson Equity LLC and has an arrangement to receive approximately $900,000 of the $1.0 million transaction success fee InterPrivate expects to pay to Emerson Equity LLC in connection with the Closing of the Business Combination;

•        the anticipated continuation of Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, as a director of the Post-Combination Company following the Closing;

•        InterPrivate’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on InterPrivate’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; and

•        the continued indemnification of current directors and officers of InterPrivate and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence InterPrivate’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. You should also read the section entitled “The Business Combination — Interests of InterPrivate’s Directors and Officers in the Business Combination.”

Q.     Did InterPrivate’s board of directors obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

A.     InterPrivate’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. InterPrivate’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. InterPrivate’s board of directors also determined, without seeking a valuation from a financial advisor, that Aeva’s fair market value was at least 80% of InterPrivate’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of InterPrivate’s board of directors as described above in valuing Aeva’s business and assuming the risk that InterPrivate’s board of directors may not have properly valued such business.

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and InterPrivate does not consummate a business combination by November 6, 2021, or amend its amended and restated certificate of incorporation to extend the date by which InterPrivate must consummate an initial business combination, InterPrivate will be required to dissolve and liquidate the Trust Account.

Q.     Do I have conversion or redemption rights?

A.     If you are a holder of Public Shares, you have the right to demand that InterPrivate convert your Public Shares into a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand conversion of the Public Shares as “conversion rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and each of InterPrivate’s officers and directors have agreed to waive their conversion rights with respect to their Founder Shares, Private Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of InterPrivate’s initial business combination. These shares will be excluded from the pro rata calculation used to determine the per share conversion price. For illustrative purposes, based on funds in the Trust Account of approximately $243.1 million on September 30, 2020, the estimated per share conversion price would have been approximately $10.07. This is greater than the $10.00 IPO price of InterPrivate Units. Additionally, Public Shares properly tendered for conversion will only be converted if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by InterPrivate), in connection with the liquidation of the Trust Account.

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Q.     Will how I vote affect my ability to exercise conversion rights?

A.     No. You may exercise your conversion rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will convert their Public Shares and no longer remain stockholders, leaving stockholders who choose not to convert their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of NYSE.

Q.     How do I exercise my conversion rights?

A.      A holder of Public Shares may exercise conversion rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your conversion rights, you must demand that InterPrivate convert your Public Shares into cash, and deliver your Public Shares to Continental Stock Transfer & Trust Company, InterPrivate’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the special meeting. Any holder of Public Shares seeking conversion will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. As of September 30, 2020, InterPrivate recorded an accrual of approximately $80,000 for estimated federal income taxes payable for the current year.

Any request for conversion, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for conversion to InterPrivate’s transfer agent and later decide prior to the special meeting not to elect conversion, you may request that InterPrivate’s transfer agent return the shares (physically or electronically). You may make such request by contacting InterPrivate’s transfer agent at the address listed under the question “Who can help answer my questions?” below.

Any written demand of conversion rights must be received by InterPrivate’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Public Shares (including through the ownership of InterPrivate Units) and you exercise your conversion rights, it will not result in the loss of any InterPrivate Warrants that you may hold (including those contained in any InterPrivate Units you hold). Your InterPrivate Warrants will become exercisable to purchase one share of InterPrivate Common Stock for a purchase price of $11.50 beginning the later of 30 days after consummation of the Business Combination or 12 months from the closing of the IPO.

Q.     What are the U.S. federal income tax consequences of exercising my conversion rights?

A.     InterPrivate stockholders who exercise their conversion rights to receive cash from the Trust Account in exchange for their Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the conversion in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of InterPrivate Common Stock converted. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the conversion. A stockholder’s tax basis in his, her or its shares of InterPrivate Common Stock generally will equal the cost of such shares. A stockholder who purchased InterPrivate Units will have to allocate the cost between the shares of InterPrivate Common Stock or InterPrivate Warrants comprising the InterPrivate Units based on their relative fair market values at the time of the purchase. See the section entitled “Material U.S. Federal Income Tax Considerations of the Conversion Rights and the Business Combination.”

Q.     If I hold InterPrivate Warrants, can I exercise redemption rights with respect to my warrants?

A.     No. Holders of InterPrivate Warrants do not have any redemption rights with respect to such warrants.

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Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of shares of InterPrivate Common Stock in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) InterPrivate stockholders who properly exercise their conversion rights and (ii) expenses incurred by Aeva and InterPrivate in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of InterPrivate and Aeva following the Business Combination.

Q.     What happens if the Business Combination is not consummated?

A.     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, InterPrivate is unable to complete a business combination by November 6, 2021 or obtain the approval of InterPrivate stockholders to extend the deadline for InterPrivate to consummate an initial business combination, InterPrivate’s amended and restated certificate of incorporation provides that InterPrivate 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 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to InterPrivate but net of taxes payable, 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of InterPrivate’s remaining stockholders and InterPrivate’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — InterPrivate may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “— InterPrivate’s stockholders may be held liable for claims by third parties against InterPrivate to the extent of distributions received by them.” The Sponsor has waived any right to any liquidation distribution with respect to the Founder Shares.

In the event of liquidation, there will be no distribution with respect to outstanding InterPrivate Warrants. Accordingly, the InterPrivate Warrants will expire worthless.

Q.     When is the Business Combination expected to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.

Q.     What do I need to do now?

A.     You are urged to carefully read and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus/consent solicitation statement on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q.     How do I vote?

A.     If you were a holder of record of InterPrivate Common Stock on January 25, 2021, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person via the virtual meeting platform at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.    By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your shares of InterPrivate Common Stock at the special meeting in the manner you indicate. InterPrivate encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on March 10, 2021.

Voting at the Special Meeting via the Virtual Meeting Platform.    If you attend the special meeting and plan to vote in person via the virtual meeting platform, you will be provided with explicit instructions on how to vote in person via the virtual meeting platform. If your shares of InterPrivate Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person via the virtual meeting platform, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled “The Special Meeting of InterPrivate Stockholders.”

Q.     What will happen if I abstain from voting or fail to vote at the special meeting?

A.     At the special meeting of stockholders, InterPrivate will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “against” the Business Combination Proposal, Charter Amendment Proposal, Governance Proposals, Incentive Award Plan Proposal, NYSE Proposal and Adjournment Proposal and will have no effect on the Election of Directors Proposal. Failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the special meeting will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the other proposals.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     Signed and dated proxies received by InterPrivate without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q.     Do I need to attend the special meeting of stockholders to vote my shares?

A.     No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus/consent solicitation statement. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. InterPrivate encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus/consent solicitation statement.

Q.     If I am not going to attend the special meeting of stockholders virtually, should I return my proxy card instead?

A.     Yes. Whether you plan to attend the special meeting virtually or not, please read and consider the information contained in this proxy statement/prospectus/consent solicitation statement carefully and vote your shares of InterPrivate Common Stock by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the InterPrivate Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will not be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your conversion rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be converted in connection with the proposed Business Combination.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. You may change your vote by sending a later-dated, signed proxy card to InterPrivate’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person virtually. You also may revoke your proxy by sending a notice of revocation to InterPrivate’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q.     What should I do if I receive more than one set of voting materials?

A.      You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus/consent solicitation statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.     What is the quorum requirement for the special meeting of stockholders?

A.     A quorum will be present at the special meeting of stockholders if a majority of the InterPrivate Common Stock outstanding and entitled to vote at the meeting is represented in person (which would include presence at a virtual meeting) or by proxy.

As of the record date for the special meeting, 15,527,751 shares of InterPrivate Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (which would include presence at a virtual meeting) at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.     What happens to the InterPrivate Warrants I hold if I vote my shares of InterPrivate Common Stock against approval of the Business Combination Proposal and validly exercise my conversion rights?

A.     Properly exercising your conversion rights as an InterPrivate stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your InterPrivate Warrants, and if InterPrivate does not otherwise consummate an initial business combination by November 6, 2021 or obtain the approval of InterPrivate stockholders to extend the deadline for InterPrivate to consummate an initial business combination, InterPrivate will be required to dissolve and liquidate, and your InterPrivate Warrants will expire worthless.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     InterPrivate will pay the cost of soliciting proxies for the special meeting. InterPrivate has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. InterPrivate has agreed to pay Morrow Sodali LLC a fee of $30,000. InterPrivate will reimburse Morrow Sodali LLC for reasonable

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out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. InterPrivate also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of InterPrivate Common Stock for their expenses in forwarding soliciting materials to beneficial owners of InterPrivate Common Stock and in obtaining voting instructions from those owners. InterPrivate’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement, the proxy card or the consent card you should contact our proxy solicitor at:

Morrow Sodali LLC

470 West Avenue

Stamford, Connecticut 06902

Telephone: (800) 662-5200

Banks and brokers can call collect at: (203) 658-9400

Email: IPV.info@investor.morrowsodali.com

You may also contact InterPrivate at:

InterPrivate Acquisition Corp.
c/o InterPrivate LLC
1350 Avenue of the Americas
New York, New York 10019
(212) 920-0125
Attention: Secretary

To obtain timely delivery, InterPrivate’s stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about InterPrivate from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek conversion of your Public Shares, you will need to send a letter demanding conversion and deliver your stock (either physically or electronically) to InterPrivate’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Questions and Answers About Aeva’s Consent Solicitation

Q.     Did the Aeva Board of Directors approve the Business Combination Agreement?

A.     Yes. After consideration, the Aeva Board of Directors unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Aeva and the Aeva Stockholders. See the section entitled “Aeva’s Solicitation of Written Consents — Purpose of the Consent Solicitation; Recommendation of the Aeva Board of Directors” of this proxy statement/prospectus/consent solicitation statement.

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Q.     What am I being asked to approve?

A.     Aeva Stockholders are being asked to approve and adopt the Business Combination Agreement and the Business Combination (the “Aeva Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement. The holders of Aeva’s Preferred Stock are also being asked to approve the conversion of all outstanding shares of Aeva’s Preferred Stock into shares of Aeva Common Stock immediately prior to the effective time of the Business Combination (the “Aeva Conversion”).

Q.     What is the recommendation of the Aeva Board of Directors?

A.     The Aeva Board of Directors unanimously recommends that Aeva Stockholders approve the Aeva Business Combination Proposal.

Q.     Do any of Aeva’s directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Aeva Stockholders?

A.      Yes. Aeva Stockholders should be aware that aside from their interests as stockholders of Aeva, Aeva’s officers and members of the Aeva Board of Directors have interests in the Business Combination that are different from, or in addition to, those of other Aeva Stockholders generally. Aeva Stockholders should take these interests into account in deciding whether to adopt and approve the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination — Interests of Aeva’s Directors and Executive Officers in the Business Combination” of this proxy statement/prospectus/consent solicitation statement.

Q.     Who is entitled to give a written consent for Aeva?

A.     The record date for determining the holders of Aeva Capital Stock entitled to execute and deliver written consents with respect to this solicitation is February 5, 2021 (the “Aeva Record Date”). Holders of Aeva Capital Stock as of the close of business on the Aeva Record Date will be entitled to give or withhold a consent using the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

Q.     What approval is required by Aeva Stockholders to adopt the Business Combination Agreement?

A.     The approval of the Aeva Business Combination Proposal requires the affirmative vote or consent of the holders of at least (i) a majority of the outstanding shares of Aeva Common Stock and Aeva Preferred Stock voting together on an as-converted basis, (ii) two-thirds (2/3) of the outstanding shares of Aeva Preferred Stock, voting as a separate class, and (iii) a majority of the outstanding shares of Aeva Common Stock, voting as a separate class. The approval of the Aeva Conversion requires the affirmative vote or consent of the holders of least two-thirds (2/3) of the outstanding shares of Aeva Preferred Stock.

Concurrently with the execution of the Business Combination Agreement, InterPrivate and the Key Aeva Stockholders entered into the Stockholder Support Agreement, which provides, among other things, that following the Registration Statement being declared effective by the SEC, each Key Aeva Stockholder will, within 24 hours after Aeva’s request, execute and deliver a written consent with respect to the outstanding shares of Aeva Common Stock and Aeva Preferred Stock held by such Key Aeva Stockholder approving and adopting the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that InterPrivate may terminate the Business Combination Agreement if Aeva fails to deliver the written consent to InterPrivate within two business days after the Registration Statement is declared effective by the SEC. The Key Aeva Stockholders that own shares of Aeva Preferred Stock have also agreed to approve the Aeva Conversion as part of their written consent. The shares of Aeva Capital Stock that are owned by the Key Aeva Stockholders and subject to the Stockholder Support Agreement represent approximately 95% of the outstanding shares of Aeva Common Stock, approximately 74% of the outstanding shares of Aeva Preferred Stock and approximately 84% of the outstanding voting power of Aeva Capital Stock, on an as-converted basis, in each case, as of the Aeva Record Date. The Key Aeva Stockholders therefore hold a sufficient number of shares of Aeva Capital Stock to approve the Business Combination without the vote of any other Aeva stockholder.

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Q.     How can I return my written consent?

A.     If you hold shares of Aeva Capital Stock as of the close of business on the Aeva Record Date and you wish to consent to the Aeva Business Combination Proposal with respect to your shares of Aeva Capital Stock (and the Aeva Conversion with respect to your shares of Aeva Preferred Stock), you must fill out the written consent enclosed with this proxy statement/prospectus/consent solicitation statement, date and sign it, and return it to Aeva by the Aeva Consent Deadline (as defined below). Once you have completed, dated and signed the written consent, you may deliver it to Aeva by emailing a .pdf copy to eproxy@mediantonline.com or by mailing your written consent to Aeva’s consent solicitor, Mediant Communications Inc., 400 Regency Forest Drive – Suite 200, Cary, NC 27518. Aeva will not call or convene any meeting of Aeva Stockholders in connection with the approval of the Aeva Business Combination Proposal. Aeva Stockholders should not send stock certificates with their written consents.

Q.     What happens if I do not return my written consent?

A.     If you hold shares of Aeva Capital Stock as of the close of business on the Aeva Record Date and you do not return your written consent, it will have the same effect as a vote against the Aeva Business Combination Proposal. However, the Stockholder Support Agreement provides, among other things, that following the Registration Statement being declared effective by the SEC, each Key Aeva Stockholder will execute and deliver a written consent with respect to the outstanding shares of Aeva Common Stock and Aeva Preferred Stock held by such Key Aeva Stockholder approving and adopting the Business Combination Agreement and the Business Combination. The execution and delivery of written consents by all of the Key Aeva Stockholders will constitute the Aeva Stockholder approval at the time of such delivery. Therefore, a failure of any other Aeva Stockholder to deliver a written consent is not expected to have any effect on the approval of the Aeva Business Combination Proposal.

Q.     What happens if I return by written consent but do not indicate a decision with respect to the Aeva Business Combination Proposal?

A.     If you hold shares of Aeva Capital Stock as of the close of business on the Aeva Record Date and you return a signed written consent without indicating your decision on the Aeva Business Combination Proposal, you will have given your consent to approve such proposal.

Q.     What is the deadline for returning my written consent?

A.     The Aeva Board of Directors has set 12:00 noon, New York time, on March 11, 2021 as the deadline for receipt of written consents from Aeva Stockholders. Aeva reserves the right to extend the final date for receipt of written consents beyond such date (such consent deadline, as may be extended by Aeva, the “Aeva Consent Deadline”). Any such extension may be made without notice to Aeva Stockholders.

Q.     Can I change or revoke my written consent?

A.     Yes. You may change or revoke your consent to either of the proposals at any time before the Aeva Consent Deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Stockholder Support Agreement will constitute the Aeva Stockholder approval at the time of such delivery. If you wish to change or revoke your consent before the Aeva Consent Deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Aeva’s Solicitation of Written Consents — Executing Written Consents; Revocation of Written Consents.”

Q.     What do I need to do now?

A.     Aeva urges you to read carefully and consider the information contained in this proxy statement/prospectus/consent solicitation statement, including the annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as an Aeva Stockholder. Once the registration statement of which this proxy statement/prospectus/consent solicitation statement forms a part has been declared effective by the SEC, Aeva will solicit your written consent. The Aeva Board of Directors unanimously recommends that all Aeva Stockholders approve the Aeva Business Combination Proposal by executing and returning to Aeva the written consent furnished with this proxy statement/prospectus/consent solicitation statement as soon as possible and no later than the Aeva Consent Deadline.

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Q.     What will happen to my existing shares of Aeva Capital Stock in the Business Combination?

A.     At the effective time of the Business Combination, your shares of Aeva Capital Stock will no longer represent an ownership interest in Aeva, as each share of Aeva Capital Stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will be cancelled and automatically converted into the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof in accordance with the applicable provisions of the Business Combination Agreement. See the section entitled “The Business Combination Agreement — Conversion of Securities” of this proxy statement/prospectus/consent solicitation statement.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     Yes. Aeva Stockholders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “Aeva Appraisal Rights” of this proxy statement/prospectus/consent solicitation statement.

Q.     Should I send my stock certificates to Aeva now?

A.     No. Do not send in your certificates now. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Aeva stock certificates or electronic certificates, as applicable, will be mailed to Aeva Stockholders.

Q.     Who can help answer my questions?

A.     If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this proxy statement/prospectus/consent solicitation statement or a replacement written consent, please contact Aeva’s consent solicitor, Mediant Communications Inc. at 400 Regency Forest Drive — Suite 200, Cary, NC 27518 or 888-355-0781 (toll-free).

Q.     What are the U.S. Federal Income Tax consequences of the Business Combination to U.S. holders of Aeva Capital Stock?

A.     For general information on the material U.S. Federal Income Tax consequences of the Business Combination to holders of Aeva Capital Stock, see the section entitled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Considerations of The Business Combination for Aeva Stockholders” of this proxy statement/prospectus/consent solicitation statement.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT

This summary highlights selected information from this proxy statement/prospectus/consent solicitation statement and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this proxy statement/prospectus/consent solicitation statement carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

InterPrivate

InterPrivate is a Delaware corporation formed 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, referred to throughout this proxy statement/prospectus/consent solicitation statement as its initial business combination. InterPrivate may pursue its initial business combination in any business, industry or geographic region. Upon the Closing, we intend to change our name from “InterPrivate Acquisition Corp.” to “Aeva Technologies, Inc.”

InterPrivate Common Stock, InterPrivate Warrants and InterPrivate’s Units, consisting of one share of InterPrivate Common Stock and one-half InterPrivate Warrant, are traded on the NYSE under the ticker symbols “IPV,” “IPV WS” and “UPV.U,” respectively. We intend to apply to continue the listing of the InterPrivate Common Stock and InterPrivate Warrants on the NYSE under the symbols “AEVA” and “AEVAW,” respectively, upon the Closing. The InterPrivate Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of InterPrivate’s principal executive office is c/o InterPrivate LLC, 1350 Avenue of the Americas, New York, New York 10019, and its telephone number is (212) 920-0125.

Aeva

Founded by former Apple engineers Soroush Salehian Dardashti and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva began operations in 2017 and is a provider of comprehensive perception solutions for automated driving applications. Aeva’s 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance at affordable costs for commercialization.

The mailing address of Aeva’s principal executive office is 555 Ellis Street, Mountain View, California 94043.

For more information about Aeva, see the sections entitled “Information About Aeva” and “Aeva Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

The Business Combination

The Business Combination Agreement

On November 2, 2020, InterPrivate, Aeva and Merger Sub entered into the Business Combination Agreement, 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 Merger and the other transactions contemplated thereby.

The Merger will become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, the “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date to be specified by InterPrivate and Aeva, following the satisfaction or waiver (to the extent such waiver is permitted by applicable law) of the conditions

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set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of those conditions at such time), but in no event later than the third business day after the satisfaction or, if permissible, waiver, of each of the conditions to the completion of the Business Combination (or on such other date, time or place as InterPrivate and Aeva may mutually agree).

Immediately prior to the Effective Time, each share of Aeva Preferred Stock that is issued and outstanding immediately prior to such effective time will be converted into an equal number of shares of Aeva Common Stock, and each converted share of Aeva Preferred Stock will no longer be outstanding and will cease to exist, such that each holder of Aeva Preferred Stock will thereafter cease to have any rights with respect to such Aeva Preferred Stock.

At the Effective Time, by virtue of the Merger and without any action on the part of InterPrivate, Merger Sub, Aeva or the holders of any of Aeva’s securities:

•        All shares of Aeva Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares) will be canceled and converted into the right to receive the number of shares of InterPrivate Common Stock set forth in the Payment Spreadsheet (as defined below) (the “Merger Consideration”), with each holder of Aeva Common Stock to receive the right to receive the number of shares of InterPrivate Common Stock set forth opposite such holder’s name on the Payment Spreadsheet;

•        All shares of Aeva Common Stock and Aeva Preferred Stock held in the treasury of Aeva will be canceled without any conversion thereof and no payment or distribution will be made with respect thereto;

•        Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation;

•        The Aeva Options that are outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into options to purchase a number of shares of InterPrivate Common Stock (such options, the “Exchanged Options”) in accordance with the Payment Spreadsheet, with each holder of Aeva Options to receive options to purchase the number of shares of InterPrivate Common Stock set forth opposite such holder’s name on the Payment Spreadsheet. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Aeva Option immediately prior to the Effective Time; and

•        The Aeva RSUs that are outstanding immediately prior to the Effective Time shall be converted into restricted stock units relating to shares of InterPrivate Common Stock (such restricted units, the “Exchanged RSUs”) in accordance with the Payment Spreadsheet, with each holder of Aeva RSU to receive a number of Exchanged RSUs set forth opposite such holder’s name on the Payment Spreadsheet. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged RSU will continue to be governed by the same terms and conditions (including vesting and settlement terms) as were applicable to the corresponding former Aeva RSU immediately prior to the Effective Time.

All shares of InterPrivate Common Stock (including those issued pursuant to the Subscription Agreements) and InterPrivate Warrants will remain outstanding.

Not less than five business days prior to the Effective Time, Aeva shall deliver to InterPrivate a schedule (the “Payment Spreadsheet”) setting forth (i) the calculation of Aggregate Transaction Consideration (as defined below), (ii) the allocation of the Aggregate Transaction Consideration between the holders of Aeva Common Stock and the holders of Aeva Options and Aeva RSUs, (iii) the portion of Aggregate Transaction Consideration payable to each holder of Aeva Common Stock, (iv) the number of shares of InterPrivate Common Stock that can be purchased under the Exchanged Options, and (v) the number of shares of InterPrivate Common Stock subject to the Exchanged RSUs. The allocation of the Aggregate Transaction Consideration and the information with respect to the exchange of Aeva Options into Exchanged Options and Aeva RSUs into Exchanged RSUs set forth in the Payment Spreadsheet shall be binding on all parties and shall be used by InterPrivate and Merger Sub for purposes

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of issuing the Merger Consideration to the holders of Aeva Common Stock and conversion of the Aeva Options into the Exchanged Options and Aeva RSUs into Exchanged RSUs, absent manifest error. “Aggregate Transaction Consideration” means a number of shares of InterPrivate Common Stock equal to the quotient of (A) $1.7 billion plus the aggregate exercise price of all outstanding Aeva Options (whether or not vested) divided by (B) $10.00.

For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.”

Conditions to Closing

Under the Business Combination Agreement, the consummation of the Business Combination is subject to customary and other conditions, including (i) the Business Combination Proposal, the NYSE Proposal, the Incentive Award Proposal and any other proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination having been approved and adopted by the requisite affirmative vote of InterPrivate’s stockholders, (ii) the Written Consent having been delivered to InterPrivate, (iii) the absence of any governmental law or order that would prohibit the Business Combination, (iv) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended, the “HSR Act”) have been completed and any applicable waiting period applicable to the consummation of the Business Combination has expired or been terminated, (v) InterPrivate having at least $150.0 million in cash (whether in or outside the Trust Account) after giving effect to the exercise of conversion rights by Public Stockholders and the sale and issuance of InterPrivate Common Stock between the date of the Business Combination Agreement and the Effective Time, (vi) all parties to the Registration Rights and Lock-Up Agreement and the Stockholders Agreement having delivered duly executed copies of such agreements, (vii) the total outstanding liabilities of InterPrivate not exceeding $500,000, (viii) the representations and warranties of the parties to the Business Combination Agreement being true and correct, subject to the de minimis, materiality and material adverse effect standards contained in the Business Combination Agreement and (ix) material compliance by the parties with their respective covenants.

For more information, see the section entitled “The Business Combination — Conditions to Closing.”

Termination

The Business Combination Agreement is subject to termination prior to the Effective Time as follows:

•        by mutual written consent of InterPrivate and Aeva;

•        by InterPrivate or Aeva, if (i) the Effective Time will not have occurred prior to March 31, 2021 (the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained therein and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date; (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the effect of making consummation of the Business Combination illegal or otherwise preventing or prohibiting consummation of the Business Combination, including the Merger; or (iii) any of the Business Combination Proposal, the NYSE Proposal, the Incentive Award Proposal or any other proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination fail to receive the requisite vote for approval at the special meeting or any adjournment thereof;

•        by Aeva if (i) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of InterPrivate and Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of InterPrivate and Merger Sub will have become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “The Business Combination — Conditions to Closing — Aeva” would not be satisfied (a “Terminating InterPrivate Breach”); provided that Aeva has not waived such Terminating InterPrivate Breach and Aeva is not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating InterPrivate Breach is curable by InterPrivate and Merger

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Sub, Aeva may not terminate the Business Combination Agreement due to a Terminating InterPrivate Breach for so long as InterPrivate and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Aeva to InterPrivate; or (ii) at any time prior to receipt of the Written Consent, in connection with entering into an Aeva Acquisition Agreement with respect to a Superior Proposal (each as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”) in accordance with Section 7.05(d) of the Business Combination Agreement; provided, that prior to or concurrently with such termination Aeva pays the Termination Fee (as defined in the Business Combination Agreement and below); or (iii) the InterPrivate board of directors shall have publicly withdrawn, modified or changed, in a manner that is adverse to Aeva, its recommendation to its stockholders to approve the Business Combination Proposal, the NYSE Proposal, the Incentive Award Proposal or any other proposals the parties to the Business Combination Agreement deem necessary to effectuate the Business Combination; and

•        by InterPrivate if (i) the Aeva Board of Directors or a committee thereof, prior to obtaining the Written Consent has made an Adverse Recommendation Change (as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”); or (ii) Aeva has failed to deliver the Written Consent to InterPrivate within two business days after the Registration Statement becomes effective; or (iii) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Aeva set forth in the Business Combination Agreement, or if any representation or warranty of Aeva has become untrue, in either case such that the conditions described in subsections (a) and (b) under the heading “The Business Combination — Conditions to Closing — Aeva — InterPrivate and Merger Sub” would not be satisfied (“Terminating Aeva Breach”); provided, that InterPrivate has not waived such Terminating Aeva Breach and InterPrivate and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided, further, that, if such Terminating Aeva Breach is curable by Aeva, InterPrivate may not terminate the Business Combination Agreement due to a Terminating Aeva Breach for so long as Aeva continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty (30) days after notice of such breach is provided by InterPrivate to Aeva; or (iv) the PCAOB Audited Financials have not been delivered to InterPrivate by Aeva on or before not later than sixty (60) days from the date of the Business Combination Agreement. On November 30, 2020, Aeva delivered the PCAOB Audited Financials to InterPrivate.

If the Business Combination Agreement is terminated, the Business Combination Agreement will become void, and there will be no liability under the Business Combination Agreement on the part of any party thereto, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

Aeva will pay a termination fee in the amount of $68,000,000 (the “Termination Fee”), in the event that:

•        (i) the Business Combination Agreement is terminated (x) by Aeva or InterPrivate, if the Effective Time did not occur prior to the Outside Date, (y) by InterPrivate, if Aeva failed to deliver the Written Consent to InterPrivate within two business days after the Registration Statement becomes effective or (z) by InterPrivate, pursuant to a Terminating Aeva Breach; (ii) a bona fide Acquisition Proposal (as defined in the section entitled “The Business Combination Agreement — Additional Agreements — No Solicitation; Change in Recommendation”) has been made, proposed or otherwise communicated to Aeva after the date of the Business Combination Agreement; and (iii) within six (6) months of the date the Business Combination Agreement is terminated, Aeva enters into a definitive agreement with respect to such Acquisition Proposal; or

•        the Business Combination Agreement is terminated (x) by InterPrivate if the Aeva Board of Directors or a committee thereof, prior to obtaining the Written Consent, shall have made an Adverse Recommendation Change or (y) by Aeva, if at any time prior to receiving the Written Consent, Aeva enters into an Aeva Acquisition Agreement with respect to a Superior Proposal.

For more information, see the section entitled “The Business Combination Agreement — Termination,” “— Effect of Termination” and “— Termination Fee.”

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Amendments to the Charter

Pursuant to the Business Combination Agreement, at the Effective Time, InterPrivate’s amended and restated certificate of incorporation will be further amended and restated to:

•        change InterPrivate’s name to “Aeva Technologies, Inc.” and remove certain provisions related to InterPrivate’s status as a special purpose acquisition company that will no longer be relevant following the Closing;

•        increase the number of authorized shares of InterPrivate Common Stock to 422,000,000 and the number of authorized shares of InterPrivate’s preferred stock to 10,000,000 shares;

•        include supermajority voting provisions;

•        remove the provision renouncing the corporate opportunity doctrine;

•        require that special meetings of stockholders may only be called by the board of directors, the chairperson of the board of directors or the chief executive officer and not by stockholders, subject to any special rights of the holders of preferred stock; and

•        modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act.

For more information about these amendments to InterPrivate’s amended and restated certificate of incorporation, see the sections entitled “Proposal No. 2 — The Charter Amendment Proposal” and “Proposal Nos. 3A-3H — The Governance Proposals.”

Certain Agreements Related to the Business Combination Agreement

Stockholder Support Agreement

On November 2, 2020, the Key Aeva Stockholders entered into the Stockholder Support Agreement with InterPrivate, pursuant to which the Key Aeva Stockholders agreed to vote all of their shares of Aeva Common Stock and Aeva Preferred Stock in favor of the approval and adoption of the Business Combination Agreement and the Business Combination. Additionally, the Key Aeva Stockholders have agreed not to (a) transfer any of their shares of Aeva Common Stock and Aeva Preferred Stock (or enter into any arrangement with respect thereto) or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. For more information about the Stockholder Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Stockholder Support Agreement.”

Registration Rights and Lock-Up Agreement

In connection with the Business Combination, InterPrivate, the Sponsor, EarlyBirdCapital and the Key Aeva Stockholders (collectively, the “Holders”) will enter into the Registration Rights and Lock-Up Agreement at Closing.

Pursuant to the terms of the Registration Rights and Lock-Up Agreement, the Post-Combination Company will be obligated to file a registration statement to register the resale of certain securities of the Post-Combination 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 Post-Combination Company held by the Key Aeva Stockholders to be locked-up for a period of one-hundred eighty days following the Closing, while fifty percent of the Founder Shares held by the Sponsor will

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be locked-up until the earlier of (i) one year following the Closing and (ii) the date on which the sale price of the common stock of the Post-Combination Company 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 Founder Shares held by the Sponsor will be locked-up until one year following the Closing.

For more information about the Registration Rights and Lock-Up Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights and Lock-Up Agreement.”

Stockholders Agreement

In connection with the Closing, InterPrivate, the Sponsor, Canaan, Lux and the Aeva Founders will enter into the Stockholders Agreement to provide for certain governance matters relating to the Post-Combination Company. The Business Combination Agreement and the Stockholders Agreement Term Sheet attached thereto provide for, among other things, the size and composition of the initial board of directors of the Post-Combination Company upon the Closing, which will initially consist of a classified board of seven directors, a majority of which will be independent. Pursuant to the Stockholders Agreement, InterPrivate will represent and warrant that the initial Post-Combination Board will be set at a size of seven members but at the time of the Closing will consist of only five directors:

•        Soroush Salehian Dardashti;

•        Mina Rezk;

•        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 be two vacancies on the Post-Combination Board and the Aeva Founders will have the right to nominate both (the “Aeva Founders Nominated Directors”), one of whom shall include an Audit Committee Qualified Director and both of whom shall be subject to the approval of a majority of the Post-Combination Board.

Subject to the rules of the NYSE, from and after the Closing, the Stockholders Agreement provides that each Aeva Founder will be entitled to nominate himself to continue to serve on the board until such time as he holds less than 5% of the outstanding common stock of the Post-Combination Company (or his earlier death or Incapacity (as defined in the Stockholders Agreement)), and the Post-Combination Company will include such nominees in its proxy materials for each applicable meeting of stockholders and, subject to applicable law and the exercise of fiduciary duties, recommend to the Post-Combination Company 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 shall serve as Chairman of the board for so long as he is a director and (ii) in the event Mr. Rezk is no longer a director, then Mr. Salehian shall serve as the Chairman so long as he is a director. The Aeva Founders’ rights under the Stockholders Agreement will not be transferable.

For more information about the Stockholders Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

Subscription Agreements

In connection with the execution of the Business Combination Agreement, effective as of November 2, 2020, InterPrivate entered into separate subscription agreements (each, a “November 2020 Subscription Agreement”) with the November 2020 PIPE Subscribers, pursuant to which the November 2020 PIPE Subscribers agreed to purchase the November 2020 PIPE Shares for a purchase price of $10.00 per share and an aggregate purchase price of $120 million, in a private placement. InterPrivate agreed to give certain registration rights to the November 2020 PIPE Subscribers with respect to the November 2020 PIPE Shares pursuant to the November 2020 Subscription Agreements.

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In addition, on December 23, 2020, InterPrivate entered into separate subscription agreements (each, a “December 2020 Subscription Agreement”) with the December 2020 PIPE Subscribers, pursuant to which the December 2020 PIPE Subscribers agreed to purchase the December 2020 PIPE Shares 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. InterPrivate agreed to give certain registration rights to the December 2020 PIPE Subscribers with respect to the December 2020 PIPE Shares similar to the rights provided to the November 2020 PIPE Subscribers. The December 2020 PIPE Subscribers who agreed to purchase December 2020 PIPE Shares in the $150 million tranche also entered into waiver and lockup agreements with InterPrivate pursuant to which each agreed (1) to vote all shares of InterPrivate Common Stock held by such subscriber on the record date for the special meeting in favor of the Business Combination Proposal, (2) not to submit any such shares of InterPrivate 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 closing of the sales of the PIPE Shares pursuant to the applicable Subscription Agreements is contingent upon, among other customary closing conditions, the substantially concurrent consummation of the Business Combination. The purpose of the sales of the PIPE shares is to raise additional capital for use in connection with the Business Combination, to meet the minimum cash requirements provided in the Business Combination Agreement and for use by the Post-Combination Company following the Closing.

For more information about the Subscription Agreements for the PIPEs, see the section entitled “Certain Agreements Related to the Business Combination — Subscription Agreements.”

Reasons for the Approval of the Business Combination

After careful consideration, InterPrivate’s board of directors recommends that InterPrivate stockholders vote “FOR” each InterPrivate Proposal being submitted to a vote of the InterPrivate stockholders at the InterPrivate special meeting of stockholders.

For a description of InterPrivate’s reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section entitled “The Business Combination — InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Conversion Rights

Under InterPrivate’s amended and restated certificate of incorporation, holders of Public Shares may demand that InterPrivate convert such shares into cash at the applicable conversion price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to InterPrivate to pay its franchise and income tax obligations, by (b) the total number of shares of InterPrivate Common Stock included as part of the InterPrivate Units issued in the IPO. However, InterPrivate will not convert any Public Shares to the extent that such conversion would result in InterPrivate having net tangible assets of less than $5,000,001 upon consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $243.1 million as of September 30, 2020, the estimated per share conversion price would have been approximately $10.07.

If a holder exercises its conversion rights and the Business Combination is consummated, then InterPrivate will convert such holder’s Public Shares into a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands conversion and delivers its shares (either physically or electronically) to InterPrivate’s transfer agent in accordance with the procedures described herein. See the section entitled “The Special Meeting of InterPrivate Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your Public Shares into cash.

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Ownership of the Post-Combination Company After the Closing

It is anticipated that, upon the completion of the Business Combination, the ownership of the Post-Combination Company will be as follows:

•        current Aeva Stockholders will own 151,307,387 shares of InterPrivate Common Stock, representing approximately 72% of the total shares outstanding;

•        the investors in the PIPEs will own approximately 28,168,478 shares of InterPrivate Common Stock, representing approximately 13.4% of the total shares outstanding;

•        the Public Stockholders will own 24,150,000 shares of InterPrivate Common Stock, representing approximately 11.5% of the total shares outstanding; and

•        the Sponsor will own 6,538,581 shares of InterPrivate Common Stock, representing approximately 3.1% of the total shares outstanding.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that none of the Public Stockholders exercise their conversion rights and that Aeva does not issue any additional equity securities prior to the Merger. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account (i) potential future exercises of InterPrivate Warrants or (ii) shares issuable upon the exercise of outstanding Aeva Options or settlement of outstanding Aeva RSUs.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the InterPrivate Board of Directors

The InterPrivate board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of InterPrivate and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus/consent solicitation statement be submitted to its stockholders for approval at the special meeting on the date and at the time and place set forth in this proxy statement/prospectus/consent solicitation statement. The InterPrivate board of directors unanimously recommends that InterPrivate’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Governance Proposals, “FOR” the Election of Directors Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the NYSE Proposal and “FOR” the Adjournment Proposal, if presented. See “The Business Combination — Recommendation of the InterPrivate Board of Directors” and “The Business Combination — InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Recommendation of the Aeva Board of Directors

After consideration, the Aeva Board of Directors unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Aeva and the Aeva Stockholders. See the section entitled “Aeva’s Solicitation of Written Consents — Purpose of the Consent Solicitation; Recommendation of the Aeva Board of Directors” of this proxy statement/prospectus/consent solicitation statement.

InterPrivates Special Meeting of Stockholders

See “Questions and Answers About the Special Meeting of InterPrivate’s Stockholders and the Related Proposals” above and “The Special Meeting of InterPrivate Stockholders” below for information regarding the special meeting.

Aeva Solicitation of Written Consents

See “Questions and Answers About Aeva’s Consent Solicitation” above and “Aeva’s Solicitation of Written Consents” below for information regarding Aeva’s solicitation of its stockholders to approve the Aeva Business Combination Proposal and the Aeva Conversion.

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The Sponsor and InterPrivate’s Directors and Officers Have Financial Interests in the Business Combination

In considering the recommendation of InterPrivate’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•        the beneficial ownership of the Sponsor, which is controlled by Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, of an aggregate of 6,789,121 shares of InterPrivate Common Stock, consisting of:

•        6,037,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000; and

•        501,081 Private Shares and 250,540 shares of InterPrivate Common Stock underlying Private Warrants, which together comprise the 501,081 Private Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of approximately $5.0 million;

all of which shares and warrants would become worthless if InterPrivate does not complete a business combination within the applicable time period, as the Sponsor has waived any right to conversion with respect to these shares. Such shares and warrants have an aggregate market value of approximately $96.5 million and $927,000, respectively, based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the economic interests in the Sponsor held by certain of InterPrivate’s officers and directors, which gives them an indirect pecuniary interest in the shares of InterPrivate Common Stock and InterPrivate Warrants held by the Sponsor, and which interests would also become worthless if InterPrivate does not complete a business combination within the applicable time period, including the following:

•        in exchange for serving on InterPrivate’s board of directors, each of InterPrivate’s independent directors (Mr. Cinquegrana, Mr. Harris and Mr. Luckett) received an economic interest in the Sponsor equivalent to 30,000 shares of InterPrivate Common Stock, which would have a market value of approximately $443,000 based on the closing price of InterPrivate Common Stock of $14.76 on the NYSE on January 29, 2021, the most recent practicable date; and

•        Mr. Harris and Mr. Luckett made investments in the equity of the Sponsor in the amount of $250,000 and $50,000, respectively, which gives Mr. Harris an economic interest in the Sponsor equivalent to an additional 100,000 shares of InterPrivate Common Stock and 12,500 InterPrivate Warrants, which would have a market value of approximately $1.5 million and $46,000, respectively, and which gives Mr. Luckett an economic interest in the Sponsor equivalent to an additional 20,000 shares of InterPrivate Common Stock and 2,500 InterPrivate Warrants, which would have a market value of approximately $295,000 and $9,250, respectively, in each case based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the interest of Alan Pinto, InterPrivate’s Senior Vice President, who serves as a FINRA registered representative of Emerson Equity LLC and has an arrangement to receive approximately $900,000 of the $1.0 million transaction success fee InterPrivate expects to pay to Emerson Equity LLC in connection with the Closing of the Business Combination;

•        the anticipated continuation of Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, as a director of the Post-Combination Company following the Closing;

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•        InterPrivate’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on InterPrivate’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; and

•        the continued indemnification of current directors and officers of InterPrivate and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence InterPrivate’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal.

Aeva’s Directors and Officers Have Financial Interests in the Business Combination

Certain of Aeva’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of Aeva’s stockholders. The members of the Aeva Board of Directors were aware of and considered these interests to the extent that such interests existed at the time, among other matters, when they approved the Business Combination Agreement and recommended that Aeva’s stockholders approve the Aeva Business Combination Proposal. See “The Business Combination — Interests of Aeva’s Directors and Executive Officers in the Business Combination” beginning on page 114.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus/consent solicitation statement in deciding how to vote for the proposals presented in this proxy statement/prospectus/consent solicitation statement. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 38. Such risks include, but are not limited to:

•        Risks related to Aeva’s business and industry, including that:

•        Aeva is an early stage company and has only sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of research and development (“R&D”) and testing. If such programs are not fully developed and commercialized, Aeva may never achieve or sustain profitability.

•        Aeva’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

•        If Aeva’s products are not selected for inclusion in development programs or are not adopted by automotive original equipment manufacturers (“OEMs”), automotive tier 1 companies, mobility or technology companies or their respective suppliers, Aeva’s business will be materially and adversely affected.

•        Because some of the materials and components in Aeva’s products come from limited or single source suppliers, Aeva is susceptible to supply shortages, long lead times for components, and supply changes.

•        Aeva expects to incur substantial R&D costs and devote significant resources to identifying and commercializing new products, which could significantly reduce its profitability or increase its losses and may never result in revenue to Aeva.

•        Market adoption of LiDAR, including Aeva’s 4D LiDAR technology, is uncertain.

•        Aeva may experience difficulties in managing its growth and expanding its operations.

•        Aeva’s transition to an outsourced manufacturing business model may not be successful.

•        Aeva’s sales and operations in international markets expose it to operational, financial and regulatory risks.

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•        Aeva may be subject to product liability or warranty claims that could result in significant direct or indirect costs.

•        Aeva’s business could be materially and adversely affected if it lost any of its largest customers or if they were unable to pay their invoices.

•        Aeva may experience difficulties in managing its growth and expanding its operations.

•        Aeva operates in a highly competitive market and some market participants have substantially greater resources.

•        Developments in alternative technology may adversely affect the demand for Aeva’s 4D LiDAR technology.

•        Aeva is highly dependent on the services of Soroush Salehian Dardashti and Mina Rezk, its two founders.

•        Risks related to the Business Combination, including that:

•        InterPrivate stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•        Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges.

•        There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on the NYSE or that the Post-Combination Company will be able to comply with the continued listing standards of the NYSE.

•        If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of InterPrivate’s securities or, following the Closing, the Post-Combination Company’s securities, may decline.

•        The Post-Combination Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

•        Following the consummation of the Business Combination, the Post-Combination Company will incur significantly increased expenses and administrative burdens as a public company.

•        The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

•        Aeva’s management has limited experience managing and operating a public company.

•        InterPrivate’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Business Combination and whether the terms of the Business Combination are fair from a financial point of view to the Public Stockholders.

•        InterPrivate’s directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other InterPrivate Proposals.

•        Risks related to ownership of the InterPrivate Common Stock following the Business Combination, including that:

•        The Post-Combination Company may issue additional shares of common stock (including under the Aeva 2021 Plan) or preferred shares upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

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•        The Post-Combination Company second amended and restated certificate of incorporation will contain anti-takeover provisions that could adversely affect the rights of our stockholders.

•        Because the Post-Combination Company has no current plans to pay cash dividends on InterPrivate Common Stock for the foreseeable future, you may not receive any return on investment unless you sell InterPrivate Common Stock for a price greater than that which you paid for it.

•        Risks related to conversion of Public Shares, including that:

•        The absence of a specified maximum conversion threshold may make it easier for InterPrivate to consummate the Business Combination even if a substantial majority of InterPrivate’s stockholders elect to convert their shares.

•        InterPrivate will require Public Stockholders who wish to convert their shares of InterPrivate Common Stock in connection with the Business Combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

•        There is uncertainty regarding the federal income tax consequences of the conversion to the holders of InterPrivate Common Stock.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF AEVA

The selected historical statements of operations data of Aeva for the years ended December 31, 2019 and 2018 and the historical balance sheet data as of December 31, 2019 and 2018 are derived from Aeva’s audited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. The selected historical condensed statements of operations data of Aeva for the nine months ended September 30, 2020 and 2019 and the condensed balance sheet data as of September 30, 2020 are derived from Aeva’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Aeva’s historical results are not necessarily indicative of the results that may be expected in the future and Aeva’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Aeva Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Aeva’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement.

(in thousands, except per share data)

 

As of and for
the nine months
ended
September 30,
2020

 

Nine months
ended
September 30,
2019

 

As of and for
the year
ended
December 31,
2019

 

As of and for
the year
ended
December 31,
2018

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

4,111

 

 

$

554

 

 

$

1,384

 

 

$

135

 

Operating loss

 

 

(16,729

)

 

 

(14,413

)

 

 

(20,093

)

 

 

(11,402

)

Net loss

 

 

(16,557

)

 

 

(14,028

)

 

 

(19,594

)

 

 

(11,168

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders – basic and diluted

 

 

(2.45

)

 

 

(2.92

)

 

 

(3.88

)

 

 

(3.57

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

36,799

 

 

 

N/A

 

 

$

50,435

 

 

$

31,212

 

Total other liabilities

 

 

1,848

 

 

 

N/A

 

 

 

1,792

 

 

 

1,052

 

Total long-term obligations

 

 

52

 

 

 

N/A

 

 

 

39

 

 

 

102

 

Total convertible preferred stock

 

 

79,204

 

 

 

N/A

 

 

 

79,204

 

 

 

43,252

 

Total stockholders’ deficit

 

 

(44,305

)

 

 

N/A

 

 

 

(30,600

)

 

 

(13,194

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

$

(14,576

)

 

$

(11,595

)

 

$

(16,384

)

 

$

(11,151

)

Investing activities

 

$

(726

)

 

$

(259

)

 

$

(421

)

 

$

(1,554

)

Financing activities

 

$

37

 

 

$

34,988

 

 

$

35,987

 

 

$

12,914

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF INTERPRIVATE

The selected historical statements of operations data of InterPrivate for the period from August 16, 2019 (inception) to December 31, 2019 and the historical balance sheet data as of December 31, 2019 are derived from InterPrivate’s audited financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement. The selected historical condensed statements of operations data of InterPrivate for the nine months ended September 30, 2020 and the condensed balance sheet data as of September 30, 2020 are derived from InterPrivate’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus/consent solicitation statement.

InterPrivate’s historical results are not necessarily indicative of the results that may be expected in the future and InterPrivate’s results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2020 or any other period. The information below is only a summary and should be read in conjunction with the sections entitled “InterPrivate Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the InterPrivate financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus/consent solicitation statement.

(in thousands, except per share data)

 

As of and for
the nine months
ended
September 30,
2020

 

As of and for
the period from
August 16,
2019
(inception)
through
September 30,
2019

 

As of and for
the period from
August 16,
2019
(inception)
through
December 31,
2019

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$

628

 

 

$

1

 

 

$

1

 

Net income (loss)

 

 

912

 

 

 

(1

)

 

 

(1

)

  

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per common share

 

 

(0.07

)

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

243,510

 

 

$

34

 

 

$

107

 

Total liabilities

 

 

203

 

 

 

9

 

 

 

82

 

Common stock subject to possible conversion

 

 

238,307

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

5,000

 

 

 

25

 

 

 

25

 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination Agreement. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although InterPrivate will acquire all of the outstanding equity interests of Aeva in the Business Combination, InterPrivate will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Aeva issuing stock for the net assets of InterPrivate, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Aeva. The summary unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives effect to the Business Combination as if it had occurred on September 30, 2020. The summary unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 give effect to the Business Combination as if it had occurred on January 1, 2019.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the Post-Combination Company appearing elsewhere in this proxy statement/prospectus/consent solicitation statement and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of the InterPrivate and Aeva for the applicable periods included in this proxy statement/prospectus/consent solicitation statement. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the Post-Combination Company’s financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the Post-Combination Company.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential conversion into cash of InterPrivate Common Stock:

•        Assuming No Conversions:    This presentation assumes that no Public Stockholders exercise conversion rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

•        Assuming Maximum Conversions:    This presentation assumes that InterPrivate stockholders holding 23,691,356 shares of InterPrivate Common Stock will exercise their conversion rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. The Business Combination Agreement provides that consummating the Business Combination is conditioned on InterPrivate having a minimum of $150 million of cash on hand (which is inclusive of any PIPE financing) whether in or outside the Trust Account after giving effect to InterPrivate share conversions. As InterPrivate has received signed subscriptions for PIPE financing of $320 million, the maximum conversion scenario assumes all shares of InterPrivate Common Stock held by the Public Stockholders, except those required to retain $5 million in the Trust Account, will be converted. This scenario gives effect to Public Share conversions of 23,691,356 shares of InterPrivate Common Stock for aggregate conversion payments of $239 million using a per share conversion price slightly higher than $10 per share (due to Investment related gains in the Trust Account), along with the balance in the Trust Account, and shares outstanding and subject to conversion.

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Pro Forma
Combined
(Assuming No
Conversions)

 

Pro Forma
Combined
(Assuming
Maximum
Conversions)

Summary Unaudited Pro Forma Condensed Combined

 

 

 

 

 

 

 

 

Statement of Operations Data

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2020

 

 

 

 

 

 

 

 

Revenue

 

$

4,111

 

 

$

4,111

 

Net loss per share – basic and diluted

 

 

(0.08

)

 

 

(0.09

)

Weighted-average Common shares outstanding – basic and diluted

 

 

206,412,084

 

 

 

182,720,728

 

  

 

 

 

 

 

 

 

Summary Unaudited Pro Forma Condensed Combined

 

 

 

 

 

 

 

 

Statement of Operations Data

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

 

 

 

 

 

 

 

 

Revenue

 

$

1,384

 

 

$

1,384

 

Net loss per share – basic and diluted

 

$

(0.11

)

 

$

(0.12

)

Weighted-average Common shares outstanding – basic and diluted

 

 

206,412,084

 

 

 

182,720,728

 

  

 

 

 

 

 

 

 

Summary Unaudited Pro Forma Condensed Combined

 

 

 

 

 

 

 

 

Balance Sheet Data as of September 30, 2020

 

 

 

 

 

 

 

 

Total assets

 

$

548,306

 

 

$

309,801

 

Total liabilities

 

$

1,900

 

 

$

1,900

 

Total stockholders’ equity

 

$

546,406

 

 

$

307,901

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY

Certain statements in this proxy statement/prospectus/consent solicitation statement may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Aeva’s and Aeva’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus/consent solicitation statement may include, for example, statements about:

•        our ability to consummate the Business Combination;

•        the expected benefits of the Business Combination;

•        the Post-Combination Company’s financial and business performance following the Business Combination, including Aeva’s financial projections and business metrics;

•        changes in Aeva’s strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

•        the implementation, market acceptance and success of Aeva’s products and technology in the autonomous vehicle industry and in potential new categories for perception;

•        demand for Aeva’s products and the drivers of that demand;

•        Aeva’s estimated total addressable market and other industry projections, including with respect to additional potential new categories for perception, and Aeva’s projected market share;

•        competition in Aeva’s industry, the advantages of Aeva’s products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

•        Aeva’s ability to scale in a cost-effective manner and maintain and expand its manufacturing relationships;

•        Aeva’s ability to enter into production supply agreements with customers, the terms of those agreements, and customers’ utilization of Aeva’s products and technology in their development programs;

•        Aeva’s expected reliance on Tier 1 suppliers;

•        Aeva’s expected production timeline for its products;

•        developments and projections relating to Aeva’s competitors and industry;

•        Aeva’s expectation that it will incur substantial expenses and continuing losses for the foreseeable future;

•        the impact of health epidemics, including the COVID-19 pandemic, on Aeva’s business and industry and the actions Aeva may take in response thereto;

•        Aeva’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•        Aeva’s future capital requirements and sources and uses of cash;

•        Aeva’s ability to obtain funding for its operations;

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•        Aeva’s business, expansion plans and opportunities;

•        anticipated financial performance, including gross margin, and the expectation that the Post-Combination Company’s future results of operations will fluctuate on a quarterly basis for the foreseeable future;

•        expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of the Post-Combination Company;

•        the expected U.S. federal income tax impact of the Business Combination; and

•        the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus/consent solicitation statement, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus/consent solicitation statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•        the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Post-Combination Company’s securities;

•        the risk that the Business Combination may not be completed by InterPrivate’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by InterPrivate;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of InterPrivate and Aeva, the satisfaction of the minimum Trust Account amount following conversions by Public Stockholders and the receipt of certain governmental and regulatory approvals;

•        the lack of a third party valuation in determining whether to pursue the Business Combination;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•        the effect of the announcement or pendency of the Business Combination on Aeva’s business relationships, performance, and business generally;

•        risks that the Business Combination disrupts Aeva’s current plans and potential difficulties in Aeva’s employee retention as a result of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against Aeva or against InterPrivate related to the Business Combination Agreement or the Business Combination;

•        the ability to maintain the listing of InterPrivate’s securities on the NYSE;

•        the price of InterPrivate’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Aeva plans to operate, variations in performance across competitors, changes in laws and regulations affecting Aeva’s business and changes in the combined capital structure;

•        the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

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•        the risk of downturns and the possibility of rapid change in the highly competitive industry in which Aeva operates;

•        the risk that Aeva and its current and future collaborators are unable to successfully develop and commercialize Aeva’s products or services, or experience significant delays in doing so;

•        the risk that Aeva may never achieve or sustain profitability;

•        the risk that Aeva will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•        the risk that the Post-Combination Company experiences difficulties in managing its growth and expanding operations;

•        the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;

•        the risk of product liability or regulatory lawsuits or proceedings relating to Aeva’s products and services;

•        the risk that Aeva is unable to secure or protect its intellectual property;

•        the risk that the Post-Combination Company’s securities will not be approved for listing on the NYSE or if approved, maintain the listing; and

•        other risks and uncertainties described in this proxy statement/prospectus/consent solicitation statement, including those under the section entitled “Risk Factors.”

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus/consent solicitation statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of Aeva and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by InterPrivate and Aeva that later may prove to be incorrect or incomplete. InterPrivate and Aeva may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of the Post-Combination Company. Unless the context requires otherwise, references to “Aeva” in this section are to the business and operations of Aeva prior to the Business Combination and the business and operations of the Post-Combination Company as directly or indirectly affected by Aeva by virtue of the Post-Combination Company’s ownership of the business of Aeva through its ownership of the Surviving Corporation following the Business Combination. In addition, you should read and consider the risks associated with the business of InterPrivate because these risks may also affect the Post-Combination Company — these risks can be found in InterPrivate’s Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, if any, all of which are filed with the SEC. Please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus/consent solicitation statement.

Risks Related to Aeva’s Business and Industry

Aeva is an early stage company, with a history of losses, and has only sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such customers’ development programs. If such programs are not fully developed and commercialized, or if such programs experience significant delays, Aeva’s business, financial condition and results of operations will be materially adversely affected and Aeva may never achieve or sustain profitability.

Aeva has incurred net losses on an annual basis since its inception. Aeva incurred a net loss of $16.6 million for the nine months ended September 30, 2020 and net losses of $19.6 million and $11.2 for the years ended December 31, 2019 and 2018, respectively. Aeva has only sold or otherwise provided prototypes and non-recurring engineering services and believes that it will continue to incur operating and net losses each quarter until at least the time it begins commercial deliveries of its products, which are not expected to begin until 2024 and may occur later or not at all. Even if Aeva is able to successfully develop and sell its products, there can be no assurance that they will be commercially successful. Aeva’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of its products, which may not occur. Because Aeva will incur the costs and expenses of developing and commercializing its products before it receives any significant revenues with respect thereto, Aeva’s losses in future periods may be significant. Aeva may never achieve or sustain profitability.

Aeva expects the rate at which it will incur losses to be significantly higher in future periods as Aeva:

•        utilizes third-party partners for design, testing and commercialization;

•        expands its design, development and servicing capabilities;

•        expenses related to maintaining increasing levels of inventory; and

•        increases its sales and marketing activities and develops its distribution infrastructures.

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Aeva has only sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of R&D and testing such customers’ development programs. If such programs are not fully developed and commercialized, or if such programs experience delays, cancellations or reductions, Aeva’s business, financial condition and results of operations will be materially adversely affected.

Aeva’s success in developing and commercializing its products depends in large part on its customers’ success in developing and commercializing their own products that utilize Aeva’s products and services. There can be no guarantee that Aeva’s customers will be able to fully develop and commercialize products that utilize Aeva’s products or that such customers will continue to utilize Aeva’s products. Such customers’ development programs may not ever be developed and commercialized or such programs may be delayed. If such customers’ development programs are not fully developed and commercialized, experience delays or otherwise do not incorporate Aeva’s products, Aeva’s business, financial condition and results of operations will be materially adversely affected.

If Aeva and its collaborators are unable to successfully develop and commercialize Aeva’s products or services, or experience significant delays in doing so, Aeva’s business, financial condition and results of operations will be materially adversely affected.

Aeva’s growth depends on successfully developing and commercializing its products and services. Aeva currently provides prototypes and non-recurring engineering services to customers for purposes of R&D and has not yet commercialized its products or services. Aeva may not be able to develop and commercialize its products or may be delayed in doing so. In addition, the successful commercialization of Aeva’s products depends in part on Aeva’s collaborators successfully developing and commercializing their own development programs, and such programs may not ultimately be developed or commercialized.

Aeva’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

Aeva began operations in 2017 and has not yet fully developed and commercialized any of its products. This relatively limited operating history makes it difficult to evaluate Aeva’s future prospects and the risks and challenges it may encounter. Risks and challenges Aeva has faced or expects to face include its ability to:

•        develop and commercialize its products;

•        produce and deliver products of acceptable performance;

•        forecast its revenue and budget for and manage its expenses;

•        attract new customers and retain and expand existing commercial relationships;

•        develop and protect intellectual property;

•        comply with existing and new or modified laws and regulations applicable to its business;

•        plan for and manage capital expenditures for its current and future products, and manage its supply chain and supplier relationships related to its current and future products;

•        anticipate and respond to macroeconomic changes and changes in the markets in which it operates;

•        maintain and enhance the value of its reputation and brand;

•        effectively manage its growth and business operations, including the impacts of the COVID-19 pandemic on its business; and

•        hire, integrate and retain talented people at all levels of its organization.

If Aeva fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, its business, financial condition and results of operations could be adversely affected. Further, because Aeva has limited historical financial data and operates in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market. Aeva has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies

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with limited operating histories in rapidly changing industries. If Aeva’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

Aeva’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Aeva’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Aeva’s actual operating results may differ materially from those forecasted or projected.

Aeva’s forecasts and projections included in this proxy statement/prospectus/consent solicitation statement are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by Aeva’s management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Aeva’s actual operating results may differ materially from those forecasted or projected.

The forecasts and projections in this proxy statement/prospectus/consent solicitation statement include forecasts and estimates relating to the expected size and growth of the markets for which Aeva operates or seeks to enter. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth described in this proxy statement/prospectus/consent solicitation statement, Aeva may not grow its business at similar rates, or at all. Aeva’s future growth is subject to many factors, including, among others, its ability to develop and commercialize its products and the market’s adoption of its products, both of which are subject to risks and uncertainties, many of which are beyond Aeva’s control. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement/prospectus/consent solicitation statement should not be taken as indicative of Aeva’s future growth. In addition, these forecasts do not take into account the impact of the current global COVID-19 pandemic, and Aeva cannot assure you that these forecasts will not be materially and adversely affected as a result of the COVID-19 pandemic.

Aeva continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than Aeva currently anticipates and Aeva may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability. Aeva’s ability to effectively manage its anticipated growth and expansion of its operations will also require Aeva to enhance its operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources.

Aeva continues to make investments and implement initiatives designed to grow its business, including:

•        partnering with customers and potential customers to develop and commercialize Aeva’s products

•        investing in R&D;

•        developing a highly skilled workforce;

•        expanding its sales and marketing efforts to attract new customers;

•        investing in new applications and markets for its products;

•        partnering with third-parties to develop manufacturing processes; and

•        investing in legal, accounting, and other administrative functions necessary to support its operations as a public company.

These initiatives may prove more expensive than Aeva currently anticipates, and Aeva may not succeed in increasing its revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities Aeva is pursuing are at an early stage of development, and it may be many years before the end markets Aeva expects to serve generate demand for its products at scale, if at all. Aeva’s revenue may be adversely affected for a number of reasons, including the development and/or market acceptance of new technology that competes with its products, failure of Aeva’s customers to develop and commercialize the programs that include Aeva’s products or technology, Aeva’s inability to effectively manage its inventory or manufacture

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products at scale, Aeva’s inability to enter new markets or help its customers adapt its products for new applications or Aeva’s failure to attract new customers or expand orders from existing customers or increasing competition. Furthermore, it is difficult to predict the size and growth rate of Aeva’s target markets, customer demand for its products, commercialization timelines, developments in autonomous sensing and related technology, the entry of competitive products, or the success of existing competitive products and services. For these reasons, Aeva does not expect to achieve profitability over the near term. If Aeva’s revenue does not grow over the long term, its ability to achieve and maintain profitability will be adversely affected, and the value of its business may significantly decrease.

Aeva’s ability to effectively manage its anticipated growth and expansion of operations will also require it to enhance its operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. Aeva’s future financial performance and ability to execute on its business plan will depend, in part, on its ability to effectively manage any future growth and expansion. There are no guarantees Aeva will be able to do so in an efficient or timely manner, or at all.

If Aeva’s products are not selected for inclusion in development programs, including development programs for assisted driving systems (“ADAS”) or autonomous driving systems (“AD”), or are not adopted by automotive OEMs, automotive tier 1 companies, mobility or technology companies or their respective suppliers, Aeva’s business will be materially and adversely affected.

Aeva is currently developing products for use in its customers’ development programs, which are in varying stages of development. In many cases, Aeva’s customers and their suppliers are designing and developing these programs and the related technology over several years. Many of these programs, including development programs for ADAS, automotive OEMs, automotive tier 1 companies, mobility or technology companies or their respective suppliers, require extensive testing or qualification processes prior to the customer placing orders for large quantities of products such as Aeva’s products, because such products will function as part of a larger system or platform and must meet certain other specifications. Aeva spends significant time and resources to have its products selected for these programs, which is known as a “design win.” In the case of AD and ADAS technology, a design win may mean Aeva’s product has been selected for use in a particular vehicle model. If Aeva does not achieve a design win with respect to a particular vehicle model, it may not have an opportunity to supply its products to the automotive OEM for that vehicle model for a period of many years. In many cases, this period can be as long as five to seven or more years. If Aeva fails to win a significant number of vehicle models from one or more automotive OEMs or their suppliers, its business, results of operations and financial condition will be materially and adversely affected. If Aeva’s products are not selected for a particular program or if Aeva’s products are not successful in such program, it is unlikely that its product will be deployed in other programs of that customer.

If Aeva’s products are not selected for inclusion by consumer electronics or consumer health device manufacturers or suppliers to industrial and security applications, its business will be materially and adversely affected.

In addition to developing products to be used in the automotive industry, Aeva is targeting the deployment of its products in the consumer electronics, consumer health device and industrial and security industries. Forecasts of Aeva’s future results contained in this proxy statement/prospectus/consent solicitation statement assumes that Aeva will successfully commercialize its products in these industry segments, in addition to the automotive industry, and such successful market penetration represents a significant contribution to Aeva’s forecasted results. As a result, if Aeva’s products are not selected for inclusion by consumer electronics or consumer health device manufacturers or suppliers to industrial and security applications, Aeva’s business will be materially and adversely affected and Aeva’s actual results may differ materially from the forecasts and projections included in this proxy statement/prospectus/consent solicitation statement.

Aeva relies on third-party suppliers. Because some of the raw materials and key components in its products come from limited or single source suppliers, Aeva is susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers, which could adversely affect Aeva’s business, results of operations and financial condition.

Some of the components that go into the manufacture of Aeva’s products are sourced from third-party suppliers. To date, Aeva has produced its products in relatively limited quantities for use in development programs. Although Aeva

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does not have any experience in managing its supply chain to manufacture and deliver its products at scale, its future success will depend on its ability to manage its supply chain to manufacture and deliver its products at scale. Some of the key components used to manufacture Aeva’s products come from limited or single source suppliers. Aeva is therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that its suppliers discontinue or modify components used in its products. Aeva has a global supply chain and the COVID-19 pandemic and other health epidemics and outbreaks may adversely affect its ability to source components in a timely or cost effective manner from its third-party suppliers due to, among other things, work stoppages or interruptions. For example, Aeva’s products depend on external semiconductor foundries. Any disruptions to those foundries could materially adversely affect Aeva’s ability to manufacture its products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. Aeva has in the past experienced and may in the future experience component shortages and price fluctuations of certain key components and materials, and the predictability of the availability and pricing of these components may be limited. Component shortages or pricing fluctuations could be material in the future. In the event of a component shortage, supply interruption or material pricing change from suppliers of these components, Aeva may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources. Developing alternate sources of supply for these components may be time-consuming, difficult, and costly and Aeva may not be able to source these components on terms that are acceptable to it, or at all, which may undermine Aeva’s ability to meet its requirements or to fill customer orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would adversely affect Aeva’s ability to meet its scheduled product deliveries to its customers. This could adversely affect Aeva’s relationships with its customers and channel partners and could cause delays in shipment of its products and adversely affect its operating results. In addition, increased component costs could result in lower gross margins. Even where Aeva is able to pass increased component costs along to its customers, there may be a lapse of time before it is able to do so such that Aeva must absorb the increased cost. If Aeva is unable to buy these components in quantities sufficient to meet its requirements on a timely basis, it will not be able to deliver products to its customers, which may result in such customers using competitive products instead of Aeva’s.

Continued pricing pressures, automotive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in lower than anticipated margins, or losses, which may adversely affect Aeva’s business.

Cost-cutting initiatives adopted by Aeva’s customers often result in increased downward pressure on pricing. Aeva expects that its agreements with automotive OEMs may require step-downs in pricing over the term of the agreement or, if commercialized, over the period of production. In addition, Aeva’s automotive OEM customers often reserve the right to terminate their supply contracts for convenience, which enhances their ability to obtain price reductions. Automotive OEMs also possess significant leverage over their suppliers, including Aeva, because the automotive component supply industry is highly competitive, serves a limited number of customers and has a high fixed cost base.

Accordingly, Aeva expects to be subject to substantial continuing pressure from automotive OEMs and Tier 1 suppliers to reduce the price of its products. It is possible that pricing pressures beyond Aeva’s expectations could intensify as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives. If Aeva is unable to generate sufficient production cost savings in the future to offset price reductions, its gross margin and profitability would be adversely affected.

Aeva expects to incur substantial R&D costs and devote significant resources to identifying and commercializing new products, which could significantly reduce its profitability or increase its losses and may never result in revenue to Aeva.

Aeva’s future growth depends on developing its products, penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Aeva plans to incur substantial, and potentially increasing, R&D costs as part of its efforts to design, develop, manufacture and commercialize new products and enhance existing products. Aeva’s R&D expenses were $8.4 million, $15.4 million and $14.3 million during 2018, 2019 and the nine months ended September 30, 2020, respectively, and are likely to grow in the future. Because Aeva accounts for R&D as an operating expense, these expenditures will adversely affect its results of operations in the future. Further, Aeva’s R&D program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

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Market adoption of LiDAR, including Aeva’s 4D LiDAR technology, is uncertain. If market adoption of LiDAR, including Aeva’s 4D LiDAR technology, does not continue to develop, or develops more slowly than Aeva expects, its business will be adversely affected.

While Aeva’s 4D LiDAR technology can be applied to different use cases across end markets, a significant portion of its revenue is primarily generated from the development of automotive applications. Despite the fact that the automotive industry has engaged in considerable effort to research and test its LiDAR products, including Aeva’s 4D LiDAR technology, for ADAS and autonomous driving applications, the automotive industry may not introduce LiDAR products in commercially available vehicles. Aeva continually studies emerging and competing sensing technologies and methodologies and it may add new sensing technologies. However, LiDAR products remain relatively new and it is possible that other sensing modalities, or a new disruptive modality based on new or existing technology, including a combination of technology, will achieve acceptance or leadership in the ADAS and autonomous driving industries. Even if LiDAR products are used in initial generations of autonomous driving technology and certain ADAS products, Aeva cannot guarantee that LiDAR products will be designed into or included in subsequent generations of such commercialized technology. In addition, Aeva expects that initial generations of autonomous vehicles will be focused on limited applications, such as robo-taxis, and that mass market adoption of autonomous technology may lag behind these initial applications significantly. The speed of market growth for ADAS or autonomous vehicles is difficult if not impossible to predict, and it is more difficult to predict this market’s future growth in light of the economic consequences of the COVID-19 pandemic. In addition, Aeva expects competition among providers of sensing technology based on LiDAR and other modalities to increase substantially. If commercialization of LiDAR products is not successful, or not as successful as Aeva or the market expects, or if other sensing modalities gain acceptance by market participants, regulators, safety organizations or other market participants, Aeva’s business, results of operations and financial condition will be materially and adversely affected.

Aeva is investing in and pursuing market opportunities outside of the automotive markets, including in the technology, consumer electronics and consumer health device industries. Aeva believes that its future revenue growth, if any, will depend in part on its ability to expand within new markets such as these and to enter new markets as they emerge. Each of these markets presents distinct risks and, in many cases, requires Aeva to address the particular requirements of that market.

Addressing these requirements can be time-consuming and costly. The market for LiDAR technology outside of automotive applications is relatively new, rapidly developing and unproven in many markets or industries. Many of Aeva’s customers outside of the automotive industry are still in the testing and development phases and it cannot be certain that they will commercialize products or systems with Aeva’s 4D LiDAR technology or at all. Aeva cannot be certain that LiDAR will be sold into these markets, or any market outside of automotive market, at scale. Adoption of LiDAR products, including Aeva’s products, outside of the automotive industry will depend on numerous factors, including: whether the technological capabilities of LiDAR and LiDAR-based products meet users’ current or anticipated needs, whether the benefits of designing LiDAR into larger sensing systems outweigh the costs, complexity and time needed to deploy such technology or replace or modify existing systems that may have used other modalities such as cameras and radar, whether users in other applications can move beyond the testing and development phases and proceed to commercializing systems supported by LiDAR technology and whether LiDAR developers such as Aeva can keep pace with rapid technological change in certain developing markets and the global response to the COVID-19 pandemic and the length of any associated work stoppages. If LiDAR technology does not achieve commercial success outside of the automotive industry, or if the market develops at a pace slower than Aeva expects, its business, results of operation and financial condition will be materially and adversely affected.

Aeva may experience difficulties in managing its growth and expanding its operations.

Aeva expects to experience significant growth in the scope and nature of its operations. Aeva’s ability to manage its operations and future growth will require Aeva to continue to improve its operational, financial and management controls, compliance programs and reporting systems. Aeva is currently in the process of strengthening its compliance programs, including its compliance programs related to export controls, privacy and cybersecurity and anti-corruption. Aeva may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on its business, reputation and financial results.

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Aeva has only sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such customers’ development programs, and Aeva expects to continue to do so as it seeks to develop and commercialize its products. As a result, Aeva expects its results of operations to fluctuate on a quarterly and annual basis, which could cause the stock price of the Post-Combination Company to fluctuate or decline.

Aeva’s quarterly results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of its operating results may not be relevant, meaningful or indicative of future results. In particular, because Aeva’s sales to date have primarily been of prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such customers’ development programs, sales in any given quarter can fluctuate based on the timing and success of its customers’ development projects. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Aeva’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Aeva’s business. These fluctuations could adversely affect Aeva’s ability to meet its expectations or those of securities analysts, ratings agencies or investors. If Aeva does not meet these expectations for any period, the value of its business and its securities, or those of the Post-Combination Company, could decline significantly. Factors that may cause these quarterly fluctuations include, without limitation, those listed below:

•        the timing and magnitude of orders and shipments of Aeva’s products in any quarter;

•        the timing and magnitude of sales returns and warranty claims of Aeva’s products in any quarter;

•        the timing and magnitude of non-recurring engineering services revenue in any quarter;

•        pricing changes Aeva may adopt to drive market adoption or in response to competitive pressure;

•        Aeva’s ability to retain its existing customers and attract new customers;

•        Aeva’s ability to develop, introduce, manufacture and ship in a timely manner products that meet customer requirements;

•        disruptions in Aeva’s sales channels or termination of its relationship with important channel partners;

•        delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new products or updates from Aeva or its competitors;

•        fluctuations in demand pressures for Aeva’s products;

•        the mix of products and services sold in any quarter;

•        the duration of the global COVID-19 pandemic and the time it takes for economic recovery;

•        the timing and rate of broader market adoption of autonomous systems utilizing Aeva’s products or technology across the automotive and other market sectors;

•        market acceptance of LiDAR and further technological advancements by Aeva’s competitors and other market participants;

•        the ability of Aeva’s customers to commercialize systems that incorporate its products;

•        any change in the competitive dynamics of Aeva’s markets, including consolidation of competitors, regulatory developments and new market entrants;

•        Aeva’s ability to effectively manage its inventory;

•        changes in the source, cost, availability of and regulations pertaining to materials Aeva uses;

•        adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and

•        general economic, industry and market conditions, including trade disputes.

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Aeva’s transition to an outsourced manufacturing business model may not be successful, which could harm its ability to deliver products and recognize revenue.

Aeva is in the initial stages of transitioning from a manufacturing model in which it sources components from third-parties and assembles its final products at its San Francisco Bay Area location, to one where it relies exclusively on third-party manufacturers in foreign and domestic locations for both the manufacturing and assembly of its products. Aeva believes the use of third-party manufacturers in this manner will have benefits, but in the near term, while it begins working with new counterparties, Aeva may lose revenue, incur increased costs and potentially harm its customer relationships.

Reliance on third-party manufacturers reduces Aeva’s control over the production process, including reduced control over quality, product costs and product supply and timing. Aeva may experience delays in shipments or issues concerning product quality from its third-party manufacturers. If any of Aeva’s third-party manufacturers experience interruptions, delays or disruptions in supplying its products, including by natural disasters, the global COVID-19 pandemic, other health epidemics and outbreaks, or work stoppages or capacity constraints, Aeva’s ability to ship products to distributors and customers would be delayed. In addition, unfavorable economic conditions could result in financial distress among third-party manufacturers upon which Aeva relies, thereby increasing the risk of disruption of supplies necessary to fulfill Aeva’s production requirements and meet customer demands. Additionally, if any of Aeva’s third-party manufacturers experience quality control problems in their manufacturing operations and Aeva’s products do not meet customer or regulatory requirements, it could be required to cover the cost of repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on Aeva’s ability to fulfill orders and could have a negative effect on its operating results. In addition, such delays or issues with product quality could adversely affect Aeva’s reputation and its relationship with its channel partners. If third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture Aeva’s products in required volumes or at all, Aeva’s supply may be disrupted, it may be required to seek alternate manufacturers and it may be required to re-design its products. It would be time-consuming, and could be costly and impracticable, to begin to use new manufacturers and designs, and such changes could cause significant interruptions in supply and could have an adverse effect on Aeva’s ability to meet its scheduled product deliveries and may subsequently lead to the loss of sales. While Aeva takes measures to protect its trade secrets, the use of third-party manufacturers may also risk disclosure of its innovative and proprietary manufacturing methodologies, which could adversely affect Aeva’s business.

Aeva’s outsourced manufacturing business model may not be successful. Aeva depends on manufacturing counterparties, including automotive tier 1 companies, to manufacture, assemble and test its products. If Aeva’s manufacturing counterparties are not able to perform their obligations at a sufficiently high standard or in a timely manner, Aeva’s ability to deliver products and recognize revenue may be harmed and its business could be adversely affected.

Aeva relies on third-party manufacturers. In the near term, while Aeva is beginning manufacturing with new counterparties, Aeva may lose revenue, incur increased costs and potentially harm its customer relationships.

Reliance on third-party manufacturers reduces Aeva’s control over the manufacturing process, including reduced control over quality, product costs and product supply and timing. Aeva may experience delays in shipments or issues concerning product quality from its third-party manufacturers. If any of Aeva’s third-party manufacturers experience interruptions, delays or disruptions in supplying its products, including by natural disasters, the global COVID-19 pandemic, other health epidemics and outbreaks, or work stoppages or capacity constraints, Aeva’s ability to ship products to distributors and customers would be delayed. In addition, unfavorable economic conditions could result in financial distress among third-party manufacturers upon which Aeva relies, thereby increasing the risk of disruption of supplies necessary to fulfill Aeva’s production requirements and meet customer demands. Additionally, if any of Aeva’s third-party manufacturers experience quality control problems in their manufacturing operations and Aeva’s products do not meet customer or regulatory requirements, it could be required to cover the cost of repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on Aeva’s ability to fulfill orders and could have a negative effect on its operating results. In addition, such delays or issues with product quality could adversely affect

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Aeva’s reputation and its relationship with its channel partners. If third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture Aeva’s products in required volumes or at all, Aeva’s supply may be disrupted, it may be required to seek alternate manufacturers and it may be required to re-design its products. It would be time-consuming, and could be costly and impracticable, to begin to use new manufacturers and designs, and such changes could cause significant interruptions in supply and could have an adverse effect on Aeva’s ability to meet its scheduled product deliveries and may subsequently lead to the loss of sales. While Aeva takes measures to protect its trade secrets, the use of third-party manufacturers may also risk disclosure of its innovative and proprietary manufacturing methodologies, which could adversely affect Aeva’s business.

Aeva, its outsourcing partners and its suppliers may rely on complex machinery for Aeva’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. Aeva, its outsourcing partners and its suppliers may also rely on highly skilled labor for Aeva’s production, and if such highly skilled labor is unavailable, Aeva’s business could be adversely affected.

Aeva’s outsourcing partners and its suppliers may rely on complex machinery for the production, assembly and installation of Aeva’s products, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. The facilities of its outsourcing partners and suppliers consist of large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. In addition, Aeva and its outsourcing partners and its suppliers also rely on highly skilled labor for Aeva’s assembly and production. If such highly skilled labor is unavailable, Aeva’s business could be adversely affected. Operational performance and costs can be difficult to predict and are often influenced by factors outside of Aeva’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on Aeva’s business, prospects, financial condition or operating results.

As part of growing its business, Aeva may make acquisitions. If Aeva fails to successfully select, execute or integrate its acquisitions, then its business, results of operations and financial condition could be materially adversely affected, and the stock price of the Post-Combination Company could decline.

From time to time, Aeva may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. In addition to possible stockholder approval, Aeva may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt Aeva’s business strategy if it fails to do so. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from Aeva’s management and could result in a diversion of resources from Aeva’s existing business, which in turn could have an adverse effect on Aeva’s operations. Acquired assets or businesses may not generate the financial results Aeva expects. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

To date, Aeva has no experience with acquisitions and the integration of acquired technology and personnel. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect its business, financial condition and results of operations and could cause the Post-Combination Company’s stock price to decline.

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Aeva’s sales and operations in international markets expose it to operational, financial and regulatory risks, including possible unfavorable regulatory, political, tax and labor conditions, which could harm Aeva’s business.

International sales comprise a significant amount of Aeva’s overall revenue. Sales to international customers accounted for a significant portion of Aeva’s revenue since 2018. Aeva is committed to growing its international sales, and while it has committed resources to expanding its international operations and sales channels, these efforts may not be successful. International operations are subject to a number of other risks, including:

•        exchange rate fluctuations;

•        political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets;

•        global or regional health crises, such as the COVID-19 pandemic or other health epidemics and outbreaks;

•        potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;

•        preference for locally branded products, and laws and business practices favoring local competition;

•        potential consequences of, and uncertainty related to, the “Brexit” process in the United Kingdom, which could lead to additional expense and complexity in doing business there;

•        increased difficulty in managing inventory;

•        delayed revenue recognition;

•        less effective protection of intellectual property;

•        stringent regulation of the autonomous or other systems or products using Aeva’s products and stringent consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances Directive, the Waste Electrical and Electronic Equipment Directive and the European Ecodesign Directive that are costly to comply with and may vary from country to country;

•        difficulties and costs of staffing and managing foreign operations;

•        import and export laws and the impact of tariffs;

•        changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws; and

•        U.S. government’s restrictions on certain technology transfer to certain countries of concern.

The occurrence of any of these risks could negatively affect Aeva’s international business and consequently its business, operating results and financial condition.

If Aeva commences international manufacturing operations, it may face risks associated with manufacturing operations outside the United States.

Manufacturing outside the United States is subject to several inherent risks, including:

•        foreign currency fluctuations;

•        local economic conditions;

•        political instability;

•        import or export requirements;

•        foreign government regulatory requirements;

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•        reduced protection for intellectual property rights in some countries;

•        tariffs and other trade barriers and restrictions; and

•        potentially adverse tax consequences.

If Aeva commences manufacturing operations outside the United States, it may be subject to these risks. Such risks could increase Aeva’s costs and decrease its profit margins.

The complexity of Aeva’s products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in hardware or software which could reduce the market adoption of its new products, damage its reputation with current or prospective customers, expose Aeva to product liability and other claims and adversely affect its operating costs.

Aeva’s products are highly technical and very complex and require high standards to manufacture and have in the past and will likely in the future experience defects, errors or reliability issues at various stages of development. Aeva may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to its customers’ satisfaction. Additionally, undetected errors, defects or security vulnerabilities, especially as new products are introduced or as new versions are released, could result in serious injury to the end users of technology incorporating Aeva’s products, or those in the surrounding area, its customers never being able to commercialize technology incorporating our products, litigation against Aeva, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive autonomous driving and ADAS markets. Some errors or defects in Aeva’s products may only be discovered after they have been tested, commercialized and deployed by customers. If that is the case, Aeva may incur significant additional development costs and product recall, repair or replacement costs. These problems may also result in claims, including class actions, against Aeva by its customers or others. Aeva’s reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy its products, which could adversely affect its ability to retain existing customers and attract new customers and could adversely affect its financial results.

In addition, Aeva could face material legal claims for breach of contract, product liability, fraud, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of Aeva and its products. In addition, Aeva’s business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against Aeva and its business could be adversely affected.

Aeva may be subject to product liability or warranty claims that could result in significant direct or indirect costs, which could adversely affect its business and operating results.

Aeva’s customers use its products and technology in various applications, including autonomous driving and ADAS applications, which present the risk of significant injury, including fatalities. Aeva may be subject to claims if a product using its technology is involved in an accident and persons are injured or purport to be injured. Any insurance that Aeva carries may not be sufficient or it may not apply to all situations. Similarly, Aeva’s customers could be subjected to claims as a result of such accidents and bring legal claims against Aeva to attempt to hold it liable. In addition, if lawmakers or governmental agencies were to determine that the use of Aeva’s products, including autonomous driving or certain ADAS applications, increased the risk of injury to all or a subset of its customers, they may pass laws or adopt regulations that limit the use of Aeva’s products or increase its liability associated with the use of its products or that regulate the use of or delay the deployment the products that use Aeva’s technology, including autonomous driving and ADAS technology. Any of these events could adversely affect Aeva’s brand, relationships with customers, operating results or financial condition.

Aeva typically provides a limited-time warranty on its products. The occurrence of any material defects in its products could make Aeva liable for damages and warranty claims. In addition, Aeva could incur significant costs to correct any defects, warranty claims or other problems, including costs related to product recalls. Any negative publicity related to the perceived quality of Aeva’s products could affect its brand image, partner and customer demand, and adversely affect its operating results and financial condition. Also, warranty, recall and product liability claims may result in litigation, including class actions, the occurrence of which could be costly, lengthy and distracting and adversely affect Aeva’s business and operating results.

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If Aeva or its suppliers do not maintain sufficient inventory or if they do not adequately manage their respective inventory, Aeva could lose sales or incur higher inventory-related expenses, which could negatively affect Aeva’s operating results.

To ensure adequate inventory supply, Aeva and its suppliers must forecast inventory needs and expenses, place orders sufficiently in advance with their respective suppliers and manufacturing counterparties and manufacture products based on its estimates of future demand for particular products. Fluctuations in the adoption of LiDAR may affect Aeva’s ability to forecast its future operating results, including revenue, gross margins, cash flows and profitability. Aeva’s ability to accurately forecast demand for its products could be affected by many factors, including the rapidly changing nature of the autonomous driving and ADAS markets in which it operates, the uncertainty surrounding the market acceptance and commercialization of LiDAR technology, the emergence of new markets, an increase or decrease in customer demand for Aeva’s products or for products and services of its competitors, product introductions by competitors, the COVID-19 pandemic, other health epidemics and outbreaks, and any associated work stoppages or interruptions, unanticipated changes in general market conditions and the weakening of economic conditions or consumer confidence in future economic conditions. If Aeva’s products are commercialized in industries that are quickly growing, including autonomous driving and ADAS applications, both of which are currently experiencing rapid growth in demand, Aeva may face challenges acquiring adequate supplies to manufacture its products and/or Aeva and its manufacturing counterparties may not be able to manufacture its products at a rate necessary to satisfy the levels of demand, which would negatively affect Aeva’s revenue. This risk may be exacerbated by the fact that Aeva may not carry or be able to obtain for its manufacturers a significant amount of inventory to satisfy short-term demand increases. If it fails to accurately forecast customer demand, Aeva may experience excess inventory levels or a shortage of products available for sale.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would adversely affect Aeva’s financial results, including its gross margin, and have a negative effect on its brand. Conversely, if Aeva underestimates customer demand for its products, Aeva, or its manufacturing counterparties, may not be able to deliver products to meet its requirements, and this could result in damage to Aeva’s brand and customer relationships and adversely affect its revenue and operating results.

The average selling prices of Aeva’s products could decrease rapidly over the life of the product, which may negatively affect Aeva’s revenue and margins. In addition, the selling prices Aeva is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Aeva currently projects, which may cause Aeva’s actual operating results to differ materially from its projections.

The prices that Aeva is able to ultimately charge in the future for the products it is currently developing or commercializing may experience declines for a variety of reasons, many of which are outside of Aeva’s control. In order to sell products that have a falling average unit selling price and maintain margins at the same time, Aeva will need to continually reduce product and manufacturing costs. To manage manufacturing costs, Aeva must engineer the most cost-effective design for its products and collaborate with its manufacturing counterparties to reduce manufacturing costs. Aeva also needs to continually introduce new products with higher sales prices and gross margin in order to maintain its overall gross margin. If Aeva is unable to manage the cost of older products or successfully introduce new products with higher gross margin, its revenue and overall gross margin would likely decline. In addition, the selling prices Aeva is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Aeva currently projects, which may cause Aeva’s actual operating results to differ materially from its forecasts and projections.

Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on Aeva’s results of operations.

While Aeva makes its strategic planning decisions based on the assumption that the markets it is targeting will grow, Aeva’s business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the global automobile industry and global economy generally. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by Aeva’s automotive OEM customers’ ability to continue operating in response to challenging economic conditions

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and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year, and Aeva expects such fluctuations to give rise to fluctuations in the demand for its products. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by Aeva’s automotive OEM customers and could have a material adverse effect on its business, results of operations and financial condition.

The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model or technology package, or consumer electronics, consumer health, security or industrial application, for which Aeva is a significant supplier could reduce Aeva’s sales and adversely affect its profitability.

If Aeva is able to secure design wins and its products are included in its customers’ applications, including autonomous driving and ADAS products or consumer electronics, consumer health, industrial or security applications, it expects to enter into supply agreements with the relevant customer. For autonomous driving and ADAS products, market practice dictates that these supply agreements typically require Aeva to supply a customer’s requirements for a particular vehicle model or autonomous driving or ADAS product, rather than supply a set number of products. These contracts can have short terms and/or can be subject to renegotiation, sometimes as frequently as annually, all of which may affect product pricing, and may be terminated by Aeva’s customers at any time. Therefore, even if Aeva is successful in obtaining design wins and the systems into which its products are built are commercialized, the discontinuation of, the loss of business with respect to, or a lack of commercial success of a particular vehicle model or technology package for which Aeva is a significant supplier could mean that the expected sales of Aeva’s products will not materialize, materially and adversely affecting its business. In addition, the loss of business with respect to a customer’s application in the consumer electronics, consumer health, security or industrial application for which Aeva is a significant supplier could reduce Aeva’s sales and adversely affect its profitability.

Since many of the markets in which Aeva competes are new and rapidly evolving, it is difficult to forecast long-term end-customer adoption rates and demand for Aeva’s products.

Aeva is pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. For example, autonomous driving and LiDAR-based ADAS, and consumer electronics, consumer health and industrial applications require complex technology. Because these products depend on technology from many companies, commercialization of these products could be delayed or impaired on account of certain technological components of Aeva or others not being ready to be deployed. Although Aeva currently has agreements with commercial counterparties, these companies may not be able to commercialize Aeva’s technology immediately, or at all. Regulatory, safety or reliability developments, many of which are outside of Aeva’s control, could also cause delays or otherwise impair commercial adoption of these new technologies, which will adversely affect Aeva’s growth. Aeva’s future financial performance will depend on its ability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in customer or prospective customer demand, Aeva’s products may not compete as effectively, if at all, and they may not be designed into commercialized products. Given the evolving nature of the markets in which Aeva operates, it is difficult to predict customer demand or adoption rates for its products or the future growth of the markets in which it operates. As a result, the financial projections in this proxy statement/prospectus/consent solicitation statement necessarily reflect various estimates and assumptions that may not prove accurate and these projections could differ materially from actual results due to the risks included in “Risk Factors,” among others. If demand does not develop or if Aeva cannot accurately forecast customer demand, the size of its markets, inventory requirements or its future financial results, its business, results of operations and financial condition will be adversely affected.

Aeva currently has and targets many customers, suppliers and production counterparties that are large corporations with substantial negotiating power, exacting product, quality and warranty standards and potentially competitive internal solutions. If Aeva is unable to sell its products to these customers or is unable to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, its prospects and results of operations will be adversely affected.

Many of Aeva’s customers, suppliers, and potential customers are large, multinational corporations with substantial negotiating power relative to it and, in some instances, may have internal solutions that are competitive

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to Aeva’s products. Many of these large, multinational corporations that are customers, production counterparties or potential customers also have significant development resources, which may allow them to acquire or develop independently, or in partnership with others, competitive technologies. Meeting the technical requirements and securing design wins with any of these companies will require a substantial investment of Aeva’s time and resources. Aeva cannot assure you that its products or technology will secure design wins from these or other companies or that it will generate meaningful revenue from the sales of its products to these key potential customers. If Aeva’s products are not selected by these large corporations or if these corporations develop or acquire competitive technology, it will have an adverse effect on Aeva’s business.

Aeva’s business could be materially and adversely affected if it lost any of its largest customers or if they were unable to pay their invoices.

Although Aeva continues to pursue a broad customer base, it is dependent on a collection of large customers with strong purchasing power. In 2018, Aeva’s top two customers represented 100% of its revenue of $0.1 million. In 2019, Aeva’s top 5 customers represented 82% of its revenue of $1.4 million. In each of 2018 and 2019, two customers accounted for more than 10% of Aeva’s annual revenue. The loss of business from any of Aeva’s major customers (whether by lower overall demand for its products, cancellation of existing contracts or product orders or the failure to design in its products or award Aeva new business) could have a material adverse effect on its business.

To the extent AD and ADAS systems become accepted by major automotive OEMs, Aeva expects that it will rely increasingly on Tier 1 suppliers through which automotive OEMs procure components. Aeva expects that these Tier 1 suppliers will be responsible for certain hardware and software development and configuration activities specific to each OEM, and they may not exclusively carry its products or technology.

There is also a risk that one or more of its major customers could be unable to pay Aeva’s invoices as they become due or that a customer will simply refuse to make such payments if it experiences financial difficulties. If a major customer were to enter into bankruptcy proceedings or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, Aeva could be forced to record a substantial loss.

If Aeva is unable to establish and maintain confidence in its long-term business prospects among customers and analysts and within its industry or is subject to negative publicity, then Aeva’s financial condition, operating results, business prospects and access to capital may suffer materially.

Aeva has not yet fully developed or commercialized its products or services and the successful commercialization of Aeva’s products depends in part on Aeva’s collaborators, customers and potential customers committing to use Aeva’s technology in their own products. Customers may be less likely to purchase Aeva’s products if they are not convinced that Aeva’s business will succeed or that its service and support and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Aeva if they are not convinced that Aeva’s business will succeed. If Aeva is unable to establish and maintain confidence in its long-term business prospects among customers, suppliers, analysts, ratings agencies and analysts and within its industry or is subject to negative publicity, then Aeva’s financial condition, operating results, business prospects and access to capital may suffer materially.

Aeva’s investments in educating its customers and potential customers about the advantages of Aeva’s 4D LiDAR technology and its applications may not result in sales of Aeva’s products or services.

Educating Aeva’s prospective customers, and to a lesser extent, its existing customers, about Aeva’s 4D LiDAR technology, its advantages over other sensing technologies and Aeva’s 4D LiDAR technology’s ability to convey value in different industries and deployments is an integral part of developing new business and the LiDAR market generally. If prospective customers have a negative perception of, or experience with, LiDAR or technology or a competitor’s LiDAR products they may be reluctant to adopt LiDAR in general or specifically Aeva’s products or technology. Adverse statements about LiDAR by influential market participants may also deter adoption. Some of Aeva’s competitors have significant financial or marketing resources that may allow them to engage in public marketing campaigns about their alternative technology, LiDAR or Aeva’s products or technology. Aeva’s efforts to educate potential customers and the market generally and to counter any adverse statements made by competitors

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or other market participants will require significant financial and personnel resources. These educational efforts may not be successful and Aeva may not offset the costs of such efforts with revenue from the new customers. If Aeva is unable to acquire new customers to offset these expenses or if the market accepts such adverse statements, its financial condition will be adversely affected.

The period of time from a design win to implementation is long, potentially spanning over several years, and Aeva is subject to the risks of cancellation or postponement of the contract or unsuccessful implementation.

Prospective customers, including those in the automotive industry, generally must make significant commitments of resources to test and validate Aeva’s products and confirm that they can integrate with other technologies before including them in any particular system, product or application. The development cycles of Aeva’s products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the automotive market, for example, this development cycle can be five to seven or more years. The development cycle in certain other markets can be months to one or two years. These development cycles result in Aeva investing its resources prior to realizing any revenue from the commercialization. Further, Aeva is subject to the risk that customers cancel or postpone implementation of its technology, as well as that it will not be able to integrate its technology successfully into a larger system with other sensing modalities. Further, Aeva’s revenue could be less than forecasted if the system, product or application that includes its products is unsuccessful, including for reasons unrelated to its technology. Long development cycles and product cancellations or postponements may adversely affect Aeva’s business, results of operations and financial condition.

Aeva operates in a highly competitive market and some market participants have substantially greater resources. Aeva competes against a large number of both established competitors and new market entrants with respect to, among other things, cost, product specifications and technology.

The markets for sensing technology are highly competitive, particularly in the automotive industry. Aeva’s future success will depend on its ability to emerge as a leader in its targeted markets by continuing to develop and protect from infringement advanced 4D LiDAR technology in a timely manner and to effectively compete with existing and new competitors. Aeva’s competitors are numerous and they compete with it directly by offering LiDAR products and indirectly by attempting to solve some of the same challenges with different technology. Aeva faces competition from camera and radar companies, other developers of LiDAR products, Tier 1 suppliers and other technology and automotive supply companies, some of which have significantly greater resources than it does. In the automotive market, Aeva’s competitors have commercialized both LiDAR and non-LiDAR-based ADAS technology that has achieved market adoption, strong brand recognition and may continue to improve. Other competitors are working towards commercializing autonomous driving technology and either by themselves, or with a publicly announced partner, have substantial financial, marketing, R&D and other resources. Some of Aeva’s customers in the autonomous vehicle and ADAS markets have announced development efforts or made acquisitions directed at creating their own LiDAR-based or other sensing technologies, which would compete with Aeva’s products. Aeva does not know how close these competitors are to commercializing autonomous driving systems or novel ADAS applications. In markets outside of the automotive industry, its competitors, like Aeva, seek to develop new sensing applications across industries. Even in these emerging markets, Aeva faces substantial competition from numerous competitors seeking to prove the value of their technology.

Additionally, increased competition may result in pricing pressure and reduced margins and may impede Aeva’s ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition.

The markets in which Aeva competes are characterized by rapid technological change, which requires Aeva to continue to develop new products and product innovations and could adversely affect market adoption of its products.

While Aeva intends to invest substantial resources to technological development, continuing technological changes in sensing technology, LiDAR and the markets for these products, including the ADAS and autonomous driving industries, could adversely affect adoption of LiDAR and/or Aeva’s products, either generally or for particular applications. Aeva’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which Aeva offers its products. Delays in delivering new products that

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meet customer requirements could damage Aeva’s relationships with customers and lead them to seek alternative sources of supply. In addition, Aeva’s success to date has been based on the delivery of prototypes and services to R&D programs in which developers are investing substantial capital to develop new systems. Aeva’s continued success relies on the success of the R&D phase of these customers as they expand into commercialized projects. As autonomous technology reaches the stage of large-scale commercialization, Aeva will be required to develop and deliver products at price points that enable wider and ultimately mass-market adoption. Delays in introducing products and innovations, the failure to choose correctly among technical alternatives or the failure to offer innovative products or configurations at competitive prices may cause existing and potential customers to purchase Aeva’s competitors’ products or turn to alternative sensing technology.

If Aeva is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or system configurations that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products could lose market share, its revenue will decline, it may experience operating losses and its business and prospects will be adversely affected.

Developments in alternative technology may adversely affect the demand for Aeva’s 4D LiDAR technology.

Significant developments in alternative technologies, such as cameras and radar, may materially and adversely affect Aeva’s business, prospects, financial condition and operating results in ways Aeva does not currently anticipate. Existing and other camera and radar technologies may emerge as customers’ preferred alternative to Aeva’s 4D LiDAR technology. Any failure by Aeva to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay Aeva’s development and introduction of new and enhanced products in the autonomous vehicle industry, which could result in the loss of competitiveness of Aeva’s products and technology, decreased revenue and a loss of market share to competitors. Aeva’s R&D efforts may not be sufficient to adapt to changes in technology. As technologies change, Aeva plans to upgrade or adapt its products with the latest technology. However, Aeva’s products and technology may not compete effectively with alternative systems if Aeva is not able to source and integrate the latest technology into its existing products or technology.

Because LiDAR is new in most of the markets Aeva is seeking to enter, Aeva’s forecasts of market growth in this proxy statement/prospectus/consent solicitation statement may not be accurate.

Market opportunity estimates and growth forecasts included in this proxy statement/prospectus/consent solicitation statement are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts and estimates in this proxy statement/prospectus/consent solicitation statement relating to the expected size and growth of the markets for LiDAR-based technology may prove to be inaccurate. Even if these markets experience the forecasted growth described in this proxy statement/prospectus/consent solicitation statement, Aeva may not grow its business at similar rates, or at all. Aeva’s future growth is subject to many factors, including market adoption of its products, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement/prospectus/consent solicitation statement, including Aeva’s estimates that the ADAS, AD, consumer electronics, consumer health and industrial robotics and security markets will represent, in the aggregate, an approximately $118 billion TAM for LiDAR-based perception applications by 2025, should not be taken as indicative of Aeva’s future growth. In addition, these forecasts do not take into account the impact of the current global COVID-19 pandemic, and Aeva cannot assure you that these forecasts will not be materially and adversely affected as a result.

In connection with Aeva’s financial statement close process for the years ended December 31, 2018 and 2019, a material weakness was identified in the design and operating effectiveness of its internal control over financial reporting. If Aeva fails to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in the Post-Combination Company.

The material weakness identified resulted from a lack of necessary business processes, internal controls, and adequate number of qualified personnel within its accounting function who possessed an appropriate level of expertise to effectively and timely identify, select and apply GAAP sufficiently to provide reasonable assurance that transactions were appropriately recorded. This also resulted in Aeva not having adequate risk assessment and design of internal control activities surrounding Aeva’s financial close and reporting process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

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A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional material misstatements to its financial statements that could not be prevented or detected on a timely basis.

Aeva’s management is in the process of developing a remediation plan which shall include, without limitation, the hiring of additional accounting and finance personnel with technical public company accounting and financial reporting experience. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Post-Combination Company’s management will monitor the effectiveness of the Post-Combination Company’s remediation plans and will make changes management determines to be appropriate.

If not remediated, these material weaknesses could result in material misstatements to the Post-Combination Company’s annual or interim financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If the Post-Combination Company is unable to assert that its internal control over financial reporting is effective, or when required in the future, if the Post-Combination Company’s independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of the Post-Combination Company’s financial reports, the market price of the common stock could be adversely affected and the Post-Combination Company could become subject to litigation or investigations by NYSE, the SEC, or other regulatory authorities, which could require additional financial and management resources.

If Aeva fails to maintain an effective system of internal controls, its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.

Following the Closing of the Business Combination, the Post-Combination Company will carry out Aeva’s business and will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the NYSE. Aeva expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on its personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that Aeva maintain effective disclosure controls and procedures and internal control over financial reporting. Aeva is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Aeva’s principal executive and financial officers.

Aeva’s current controls and any new controls that it develops may be inadequate because of changes in conditions in its business. Further, additional weaknesses in Aeva’s internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect Aeva’s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of Aeva’s financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Aeva’s internal control over financial reporting that it is required to include in its periodic reports Aeva will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Aeva’s reported financial and other information.

In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Aeva has expended and anticipates that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase Aeva’s operating costs and could materially and adversely affect its ability to operate its business. If Aeva’s internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in Aeva’s operating results and the stock price of the Post-Combination Company could decline.

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The Post-Combination Company’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after the Post-Combination Company is no longer an emerging growth company. At such time, the Post-Combination Company’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Aeva’s controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on the Post-Combination Company’s business and operating results.

In addition to Aeva’s results determined in accordance with GAAP, Aeva believes certain non-GAAP measures may be useful in evaluating its operating performance. Aeva presents certain non-GAAP financial measures in this proxy statement/prospectus/consent solicitation statement and intends to continue to present certain non-GAAP financial measures in future filings with the SEC and other public statements. Any failure to accurately report and present our non-GAAP financial measures could cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of its common stock.

Aeva’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2019, Aeva had $30.2 million of U.S. federal and $21.9 million of state net operating loss carryforwards available to reduce future taxable income. Of the $30.2 million in U.S. federal operating loss carryforwards, $27 million will be carried forward indefinitely for U.S. federal tax purposes and $3.2 million will expire between 2036 and 2037. $21.9 million of Aeva’s U.S. state net operating loss carryforwards will expire between 2036 and 2039. It is possible that Aeva will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the U.S. Tax Code, respectively, and similar provisions of state law. Under those sections of the U.S. Tax Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Aeva has not completed an analysis as to whether it has previously undergone an ownership change under these rules, and Aeva may experience ownership changes in the future. To the extent Aeva is not able to offset future taxable income with its net operating losses, Aeva’s cash flows may be adversely affected.

Aeva is highly dependent on the services of Soroush Salehian Dardashti and Mina Rezk, its two founders.

Aeva is highly dependent on its co-founders, Soroush Salehian Dardashti and Mina Rezk. Messrs. Salehian and Rezk remain deeply involved in all aspects of Aeva’s business, including product development. The loss of either of Messrs. Salehian and Rezk would adversely affect Aeva’s business because his loss could make it more difficult to, among other things, compete with other market participants, manage Aeva’s R&D activities and retain existing customers or cultivate new ones. Negative public perception of, or negative news related to, either of Messrs. Salehian and Rezk may adversely affect Aeva’s brand, relationship with customers or standing in the industry.

Aeva’s business depends substantially on the efforts of its executive officers and highly skilled personnel, and its operations may be severely disrupted if it lost their services.

Competition for highly-skilled personnel is often intense, especially in the San Francisco Bay Area, where Aeva’s office is located, and Aeva may incur significant costs to attract highly-skilled personnel. Aeva may not be successful in attracting, integrating, or retaining qualified personnel to fulfill its current or future needs. Aeva has, from time to time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications.

In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Aeva’s equity or equity awards declines, including those of the Post-Combination Company after the Closing of the Business Combination, it may adversely affect Aeva’s ability to retain highly skilled employees. If Aeva fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be adversely affected.

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Legal and Regulatory Risks Related to Aeva’s Business

Aeva is subject to governmental export and import control laws and regulations. Aeva’s failure to comply with these laws and regulations could have an adverse effect on its business, prospects, financial condition and results of operations.

Aeva’s products and services are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments and persons. In addition, complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities. Exports of Aeva’s products and technology must be made in compliance with these laws and regulations. If Aeva fails to comply with these laws and regulations, Aeva and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on Aeva and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

Changes to trade policy, tariffs and import/export regulations may have a material adverse effect on Aeva’s business, financial condition and results of operations.

Changes in global political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where Aeva may purchase its components, sell its products or conduct its business could adversely affect Aeva’s business. The U.S. has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where Aeva conducts its business. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect Aeva’s business. For example, such changes could adversely affect the automotive market, Aeva’s ability to access key components or raw materials needed to manufacture its products (including, but not limited to, rare-earth metals), Aeva’s ability to sell its products to customers outside of the U.S. and the demand for its products. It may be time-consuming and expensive for Aeva to alter its business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on its business, financial condition and results of operations.

Aeva may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on its profitability and financial position.

Aeva may be, from time to time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with Aeva’s suppliers and customers, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value-added tax disputes and employment and tax issues. In addition, Aeva could face in the future a variety of labor and employment claims against it, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims. In such matters, government agencies or private parties may seek to recover from Aeva very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit Aeva’s operations in some way. These types of lawsuits could require significant management time and attention or could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these cases raise complex factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have a material adverse impact on Aeva’s operating results and financial position or that its established reserves or its available insurance will mitigate this impact.

Aeva is subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of its products. Some of Aeva’s customers also require that it comply with their own unique requirements relating to these matters.

Aeva manufactures and sells products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where Aeva manufactures and assembles

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its products, as well as the locations where Aeva sells its products. For example, certain regulations limit the use of lead in electronic components. Since Aeva operates on a global basis, this is a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that Aeva and its suppliers are in compliance with existing regulations in each market where it operates. If there is an unanticipated new regulation that significantly impacts Aeva’s use and sourcing of various components or requires more expensive components, that regulation could materially adversely affect its business, results of operations and financial condition.

Aeva’s products are used for autonomous driving and ADAS applications, which are subject to complicated regulatory schemes that vary from jurisdiction to jurisdiction. These are rapidly evolving areas where new regulations could impose limitations on the use of LiDAR generally or Aeva’s products specifically. If Aeva fails to adhere to these new regulations or fails to continually monitor the updates, it may be subject to litigation, loss of customers or negative publicity and its business, results of operations and financial condition will be adversely affected.

Aeva is subject to various environmental laws and regulations that could impose substantial costs upon Aeva.

Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and Aeva believes this will continue both in scope and in the number of countries participating. In addition, as climate change issues become more prevalent, foreign, federal, state and local governments and Aeva’s customers have been responding to these issues. The increased focus on environmental sustainability may result in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially adversely impact Aeva’s business, results of operations and financial condition. If Aeva is unable to effectively manage real or perceived issues, including concerns about environmental impacts or similar matters, sentiments toward Aeva or its products could be negatively impacted, and its business, results of operations or financial condition could suffer.

Aeva’s operations are and will be subject to international, federal, state and local environmental laws and regulations, and such laws and regulations could directly increase the cost of energy, which may have an effect on the way Aeva manufactures products or utilizes energy to produce its products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials or key components Aeva uses in its products. Environmental regulations require Aeva to reduce product energy usage, monitor and exclude an expanding list of restricted substances and to participate in required recovery and recycling of its products. Environmental and health and safety laws and regulations can be complex, and Aeva has limited experience complying with them. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of Aeva’s operations.

Contamination at properties Aeva operates, Aeva formerly operated or to which hazardous substances were sent by Aeva, may result in liability for Aeva under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on Aeva’s financial condition or operating results. Aeva may face unexpected delays in obtaining the required permits and approvals in connection with its planned production facilities that could require significant time and financial resources and delay its ability to operate these facilities, which would adversely impact Aeva’s business, prospects, financial condition and operating results.

Aeva is subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. Aeva can face criminal liability and other serious consequences for violations, which can harm its business.

Aeva is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which Aeva conducts activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. Aeva can be held liable for the corrupt or other illegal activities of its employees, agents, contractors and other collaborators, even if Aeva does not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

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Aeva’s business may be adversely affected by changes in automotive, consumer electronics, LiDAR sensor and laser safety regulations or concerns that drive further regulation of the automobile, consumer electronics, LiDAR sensor and laser markets.

Government product safety regulations are an important factor for Aeva’s business. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles and laser products. These safety regulations often require, or customers demand that, vehicles have more safety features per vehicle and more advanced safety products.

While Aeva believes increasing automotive and laser safety standards will present a market opportunity for its products, government safety regulations are subject to change based on a number of factors that are not within its control, including, among others, new scientific or technological data, adverse publicity regarding the industry recalls and safety risks of autonomous driving and ADAS, accidents involving its products, domestic and foreign political developments or considerations, and litigation relating to its products and its competitors’ products. Changes in automotive, consumer electronics, LiDAR sensor and laser safety government regulations, especially in the autonomous driving and ADAS industries, could adversely affect Aeva’s business. If government priorities shift and Aeva is unable to adapt to changing regulations, its business may be materially and adversely affected.

Federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive and laser industry. As cars that carry Aeva’s sensors go into production, the obligations of complying with safety regulations and reporting requirements could increase and it could require increased resources and adversely affect Aeva’s business.

Autonomous and ADAS features may be delayed in adoption by OEMs, and Aeva’s business impacted, as additional emissions and safety requirements are imposed on vehicle manufacturers.

Vehicle regulators globally continue to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue new safety standards to address emerging traffic risks. To control new vehicle prices, among other concerns, OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions and safety requirements and postpone the consumer cost pressures of new autonomous and ADAS features.

Aeva’s business may be adversely affected if it fails to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic or the Food and Drug Administration (the “FDA”).

As a LiDAR technology company, Aeva is subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act. These requirements are enforced by the FDA. Electronic product radiation includes laser technology. Regulations governing these products are intended to protect the public from hazardous or unnecessary exposure. Manufacturers are required to certify in product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products. Failure to comply with these requirements could result in enforcement action by the FDA, which could require Aeva to cease distribution of its products, recall or remediate products already distributed to customers, or subject Aeva to FDA enforcement.

Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which Aeva operates may adversely impact its business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, Aeva’s policies and operations.

Aeva’s current and potential future operations and sales subject it to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California recently enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance. These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact Aeva’s operations and the development of its business. Aeva has limited access to, collect, store, process, or share certain information collected by its products, and Aeva’s products may evolve to collect additional information. Therefore, the full impact of these privacy regimes on Aeva’s business is rapidly evolving across jurisdictions and remains uncertain at this time.

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Aeva may also be affected by cyber-attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target Aeva or third parties with which it has business relationships to obtain data, or in a manner that disrupts Aeva’s operations or compromises its products or the systems into which its products are integrated.

Aeva is assessing the continually evolving privacy and data security regimes and measures it believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like Aeva’s, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop, and these updates or enhancements may require implementation costs. In addition, Aeva may not be able to monitor and react to all developments in a timely manner. The compliance measures Aeva does adopt may prove ineffective. Any failure, or perceived failure, by Aeva to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber-attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting Aeva, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on its reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in Aeva, which could have an adverse effect on its reputation and business.

Regulations related to conflict minerals may cause Aeva to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of its products.

Aeva is subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require it to determine, disclose and report whether its products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in Aeva’s products. In addition, Aeva will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of its products and, if applicable, potential changes to products, processes or sources of supply as a consequence of such verification activities. It is also possible that its reputation may be adversely affected if Aeva determines that certain of its products contain minerals not determined to be conflict-free or if Aeva is unable to alter its products, processes or sources of supply to avoid use of such materials.

Risks Related to Aeva’s Intellectual Property

Despite the actions Aeva is taking to defend and protect its intellectual property, Aeva may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its products or technology. Aeva’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of Aeva’s products and its business depend in part on Aeva’s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions. Aeva relies on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection.

Aeva cannot assure you that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that gives Aeva adequate defensive protection or competitive advantages, if at all, or that any patents issued to Aeva or any trademarks registered by it will not be challenged, invalidated or circumvented. Aeva may file for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which it operates or in which Aeva seeks to enforce its intellectual property rights, or may be difficult to enforce in practice. For example, the legal environment relating to intellectual property protection in certain emerging market countries where Aeva may operate in the future is relatively weaker, often making it difficult to create and enforce such rights. Aeva’s currently-registered trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future

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applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Aeva’s foreign intellectual property portfolio is not as comprehensive as its U.S. intellectual property portfolio and may not protect its intellectual property in some countries where its products are sold or may be sold in the future. Aeva cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Aeva or infringe Aeva’s intellectual property.

Protecting against the unauthorized use of Aeva’s intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Aeva believes that its intellectual property is foundational in the area of LiDAR products and intends to enforce the intellectual property portfolio it has built over the years. Unauthorized parties may attempt to copy or reverse engineer Aeva’s LiDAR technology or certain aspects of Aeva’s products that it considers proprietary. Litigation may be necessary in the future to enforce or defend Aeva’s intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its products or technology to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States.

Any such litigation, whether initiated by Aeva or a third party, could result in substantial costs and diversion of management resources, either of which could adversely affect Aeva’s business, operating results and financial condition. Even if it obtains favorable outcomes in litigation, Aeva may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering its products or technology.

Further, many of Aeva’s current and potential competitors have the ability to dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than Aeva has. Attempts to enforce its rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against Aeva or result in a holding that invalidates or narrows the scope of Aeva’s rights, in whole or in part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which Aeva’s products are available and competitors based in other countries may sell infringing products in one or more markets. Failure to adequately protect Aeva’s intellectual property rights could result in Aeva’s competitors offering similar products, potentially resulting in the loss of some of Aeva’s competitive advantage and a decrease in its revenue, which would adversely affect Aeva’s business, operating results, financial condition and prospects.

Third-party claims that Aeva is infringing intellectual property, whether successful or not, could subject Aeva to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Although Aeva has applied for patents related to its products, a number of companies, both within and outside of the LiDAR industry, hold patents covering aspects of LiDAR products. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Aeva may in the future receive inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Aeva expands its presence in the market, expands to new use cases and faces increasing competition. In addition, parties may claim that the names and branding of Aeva’s products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Aeva may have to change the names and branding of its products in the affected territories and it could incur other costs.

Aeva currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and channel partners and other counterparties from damages and costs which may arise from the infringement by Aeva’s products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Aeva’s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party’s intellectual property rights, even if untrue, could adversely affect Aeva’s relationships with its customers, may deter future customers from purchasing its products and could expose Aeva to costly litigation and settlement expenses. Even if Aeva is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Aeva to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Aeva’s brand and operating results.

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Aeva may in the future need to initiate infringement claims or litigation in order to try to protect its intellectual property rights. In addition to litigation where Aeva is a plaintiff, Aeva’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Aeva to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Aeva to pay substantial damages or obtain an injunction and also Aeva may lose the opportunity to license its technology to others or to collect royalty payments. An adverse determination also could invalidate or narrow Aeva’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Aeva procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Aeva’s business, reputation, operating results, financial condition and prospects.

Aeva’s intellectual property applications, including patent applications, may not be approved or granted or may take longer than expected to result in approval or grant, which may have a material adverse effect on Aeva’s ability to prevent others from commercially exploiting products similar to Aeva’s.

Aeva cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter as Aeva has, Aeva may not be entitled to the protection sought by the patent application. Aeva also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent or the timing of any approval or grant of a patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Aeva cannot be certain that the patent applications that it files will issue, or that its issued patents will afford protection against competitors with similar technology. In addition, Aeva’s competitors may design around Aeva’s registered or issued intellectual property, which may adversely affect Aeva’s business, prospects, financial condition and operating results.

In addition to patented technology, Aeva relies on its unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

Aeva relies on proprietary information (such as trade secrets, designs, experiences, work flows, data, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Aeva believes is best protected by means that do not require public disclosure. Aeva generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Aeva may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Aeva has limited control over the protection of trade secrets used by its current or future manufacturing counterparties and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Aeva’s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Aeva, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Aeva’s proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Aeva operates may afford little or no protection to its trade secrets.

Aeva also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize Aeva’s proprietary information to its competitive disadvantage. Aeva may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.

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Aeva may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged trade secrets of its current or former employees’ former employers. Aeva may be subject to damages if its current or former employees wrongfully use or disclose Aeva’s trade secrets.

Aeva may be subject to claims that it or its current or former employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of a current or former employee’s former employers. Litigation may be necessary to defend against these claims. If Aeva fails in defending such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent Aeva’s ability to commercialize its products, which could severely harm its business. Even if Aeva is successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Risks Related to Being a Public Company

Aeva’s management team has limited experience managing and operating a public company.

Most of the members of Aeva’s management team have limited experience managing and operating a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Additionally, many members of Aeva’s management team were recently hired, including its Chief Financial Officer, Saurabh Sinha. Aeva’s management team may not successfully or efficiently manage their new roles and responsibilities. Aeva’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Aeva’s senior management and could divert their attention away from the day-to-day management of Aeva’s business. Aeva may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. The development and implementation of the standards and controls necessary for the Post-Combination Company to achieve the level of accounting standards required of a public company may require costs greater than expected. It is possible that the Post-Combination Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods. These factors could adversely affect the Post-Combination Company’s business, financial condition, and operating results.

Aeva’s directors and officers may have interests in the Business Combination different from the interests of Aeva’s stockholders.

Executive officers of Aeva negotiated the terms of the Business Combination Agreement with their counterparts at InterPrivate, and the Aeva Board of Directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared that the Business Combination Agreement, the Business Combination and the other transactions contemplated by the Business Combination Agreement, upon the terms and conditions set forth in the Business Combination Agreement, are advisable and in the best interest of Aeva and its stockholders and recommended that Aeva Stockholders approve the Aeva Business Combination Proposal. In considering these facts and the other information contained in this proxy statement/prospectus/consent solicitation statement, you should be aware that Aeva’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Aeva’s stockholders. Further, pursuant to the Business Combination Agreement, at the Closing, the Post-Combination Company will enter into the Stockholders Agreement with the Founders, Canaan, Lux and Sponsor. The Stockholders Agreement will provide for, among other things, the right of each of Mr. Salehian and Mr. Rezk to be nominated to continue to serve on the Post-Combination Board until such time as he holds less than 5.0% of the outstanding common stock of the Post-Combination Company (or his earlier death or Incapacity). The Aeva Board of Directors was aware of and considered these interests, among other matters, in reaching the determination to unanimously approve the terms of the Business Combination and in recommending to Aeva’s stockholders that they vote to approve the Business Combination. For a detailed discussion of the special interests that Aeva’s directors and executive officers may have in the Business Combination, please see the section entitled “The Business Combination — Interests of Aeva’s Directors and Executive Officers in the Business Combination” beginning on page 114.

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Risks Related to InterPrivate and the Business Combination

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to InterPrivate.

InterPrivate stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the InterPrivate Common Stock to Aeva Stockholders in connection with the Business Combination, current Public Stockholders’ percentage ownership will be diluted. The percentage of the Post-Combination Company’s common stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request conversion in connection with the Business Combination. To illustrate the potential ownership percentages of Public Stockholders under different conversion levels, based on the number of issued and outstanding shares of InterPrivate Common Stock and Aeva Capital Stock on December 31, 2020, and based on the InterPrivate Common Stock issued in the Business Combination and the PIPEs, Public Stockholders, as a group, will own (1) if there are no conversions of Public Shares, 11.5% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination or (2) if there are conversions of 100% of the outstanding Public Shares, 0.2% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination. Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of the Post-Combination Company than they now have on the board of directors, management and policies of InterPrivate. See “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on the NYSE or that the Post-Combination Company will be able to comply with the continued listing standards of the NYSE.

In connection with the closing of the Business Combination, we intend to list the Post-Combination Company’s common stock and warrants on the NYSE under the symbols “AEVA” and “AEVAW,” respectively. The Post-Combination Company’s continued eligibility for listing may depend on the number of our shares that are converted. If, after the Business Combination, the NYSE delists the Post-Combination Company’s shares from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for the Post-Combination Company’s securities;

•        reduced liquidity for the Post-Combination Company’s securities;

•        a determination that the Post-Combination Company’s common stock is a “penny stock” which will require brokers trading in the Post-Combination Company’s common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Post-Combination Company’s common stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

Although InterPrivate has conducted due diligence on Aeva, this diligence may not surface all material issues that may be present with Aeva’s business. Factors outside of Aeva’s and outside of InterPrivate’s control may, at any time, arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Post-Combination Company reporting losses. Even if InterPrivate’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Post-Combination Company’s liquidity, the fact that the Post-Combination Company reports charges

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of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. In addition, charges of this nature may cause the Post-Combination Company to be unable to obtain future financing on favorable terms or at all.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of InterPrivate’s securities or, following the Closing, the Post-Combination Company’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of InterPrivate’s securities prior to the Closing may decline. The market values of the Post-Combination Company’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus/consent solicitation statement, or the date on which InterPrivate’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of the Post-Combination Company’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Aeva Capital Stock. Accordingly, the valuation ascribed to Aeva may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the Post-Combination Company’s securities develops and continues, the trading price of the Post-Combination Company’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Post-Combination Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Post-Combination Company’s securities and the Post-Combination Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Post-Combination Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Post-Combination Company’s securities may include:

•        actual or anticipated fluctuations in the Post-Combination Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about the Post-Combination Company’s operating results;

•        success of competitors;

•        the Post-Combination Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning the Post-Combination Company or the transportation industry in general;

•        operating and share price performance of other companies that investors deem comparable to the Post-Combination Company;

•        the Post-Combination Company’s ability to market new and enhanced products and technologies on a timely basis;

•        changes in laws and regulations affecting the Post-Combination Company’s business;

•        the Post-Combination Company’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving the Post-Combination Company;

•        changes in the Post-Combination Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Post-Combination Company’s shares of common stock available for public sale;

•        any major change in the Post-Combination Board or management;

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•        sales of substantial amounts of the Post-Combination Company’s shares of common stock by the Post-Combination Company’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of the Post-Combination Company’s securities irrespective of the Post-Combination Company’s operating performance. The stock market in general, and the NYSE in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Post-Combination Company’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Post-Combination Company could depress the Post-Combination Company’s share price regardless of the Post-Combination Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Combination Company’s securities also could adversely affect the Post-Combination Company’s ability to issue additional securities and the Post-Combination Company’s ability to obtain additional financing in the future.

The Post-Combination Company will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if the Post-Combination Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make the Post-Combination Company’s securities less attractive to investors and may make it more difficult to compare the Post-Combination Company’s performance to the performance of other public companies.

The Post-Combination Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Post-Combination Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Post-Combination Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Post-Combination Company’s common stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of InterPrivate Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Post-Combination Company is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Post-Combination Company may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find InterPrivate Common Stock less attractive because the Post-Combination Company will rely on these exemptions, which may result in a less active trading market for the InterPrivate Common Stock and its price may be more volatile.

Additionally, the Post-Combination Company will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Post-Combination Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of the Post-Combination Company’s common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of the Post-Combination Company’s common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Post-Combination Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

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The unaudited pro forma financial information included herein may not be indicative of what the Post-Combination Company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Post-Combination Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

InterPrivate’s Sponsor, executive officers and directors have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, InterPrivate’s Sponsor, executive officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with InterPrivate, to vote any shares of InterPrivate Common Stock held by them in favor of the Business Combination. We expect that InterPrivate’s Sponsor, executive officers and directors (and their permitted transferees) will own at least approximately 21% of the issued and outstanding shares of InterPrivate Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

InterPrivate may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

InterPrivate’s Sponsor, executive officers and directors have agreed that InterPrivate must complete its initial business combination within 21 months from the closing of its IPO, or November 16, 2021. InterPrivate may not be able to consummate an initial business combination within such time period. However, InterPrivate’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If InterPrivate is unable to consummate its initial business combination within the required time period, it will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the Trust Account (net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), pro rata to the Public Stockholders by way of redemption and cease all operations except for the purposes of winding up of its affairs, as further described herein. This redemption of Public Stockholders from the Trust Account shall be effected as required by function of InterPrivate’s amended and restated certificate of incorporation and prior to any voluntary winding up.

For illustrative purposes, based on funds in the Trust Account of approximately $243.1 million on September 30, 2020, the estimated per share redemption price would have been approximately $10.07.

InterPrivate’s Sponsor, directors, executive officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may influence the vote on the Business Combination and reduce the public “float” of our InterPrivate Common Stock.

InterPrivate’s Sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of InterPrivate’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its conversion rights. In the event that InterPrivate’s Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their conversion rights, such selling stockholders would be required to revoke their prior elections to convert their shares. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. This may result in the completion of the Business Combination that may not otherwise have been possible.

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In addition, if such purchases are made, the public “float” of InterPrivate Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of InterPrivate’s securities on a national securities exchange.

InterPrivate’s ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Aeva, all of whom we expect to stay with the Post-Combination Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

InterPrivate’s ability to successfully effect the Business Combination and the Post-Combination Company’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of Aeva. Although we expect key personnel to remain with the Post-Combination Company following the Business Combination, there can be no assurance that they will do so. It is possible that Aeva will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Post-Combination Company. Furthermore, following the Closing, certain of the key personnel of Aeva may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the Post-Combination Company to have to expend time and resources helping them become familiar with such requirements.

InterPrivate’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Business Combination, InterPrivate’s management conducted significant due diligence on Aeva. For a complete discussion of the factors utilized by InterPrivate’s board of directors in approving the business combination, see the section entitled, “The Business Combination — InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination.” InterPrivate’s board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that Aeva’s fair market value was at least 80% of our net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, InterPrivate’s board of directors did not obtain a fairness opinion to assist it in its determination. InterPrivate’s board of directors may be incorrect in its assessment of the Business Combination.

Unlike many blank check companies, InterPrivate does not have a specified maximum conversion threshold. The absence of such a conversion threshold may make it easier for InterPrivate to consummate the Business Combination even if a substantial majority of InterPrivate’s stockholders do not agree.

Since InterPrivate has no specified percentage threshold for conversion contained in its amended and restated certificate of incorporation, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s public shares voted against a proposed business combination and elected to convert or redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the amount of shares voted by their public stockholders electing conversion or redemption exceeded the maximum conversion or redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, InterPrivate may be able to consummate the Business Combination even if a substantial majority of the Public Stockholders do not agree with the Business Combination and have converted their shares. However, in no event will InterPrivate convert Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon the consummation of the Business Combination. If enough Public Stockholders exercise their conversion rights such that InterPrivate cannot satisfy the net tangible asset requirement, InterPrivate would not proceed with the conversion of our Public Shares and the Business Combination, and instead may search for an alternate business combination.

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Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

Public Stockholders shall be entitled to receive funds from the Trust Account only (i) in the event of a redemption to Public Stockholders prior to any winding up in the event InterPrivate does not consummate its initial business combination or its liquidation, (ii) if they convert their shares in connection with an initial business combination that InterPrivate consummates or, (iii) if they convert their shares in connection with a stockholder vote to amend InterPrivate’s amended and restated certificate of incorporation (A) to modify the substance or timing of InterPrivate’s obligation to redeem 100% of the Public Shares if InterPrivate does not complete its initial business combination within 21 months from the closing of the IPO or (B) with respect to any other provision relating to InterPrivate’s pre-business combination activity and related stockholders’ rights. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

If third parties bring claims against InterPrivate, the proceeds held in the Trust Account could be reduced and the per share conversion amount received by stockholders may be less than $10.00 per share.

InterPrivate’s placing of funds in the Trust Account may not protect those funds from third-party claims against InterPrivate. Although InterPrivate has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with InterPrivate waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against InterPrivate’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, InterPrivate’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to InterPrivate than any alternative.

Examples of possible instances where InterPrivate may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where InterPrivate is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon conversion of our Public Shares, if InterPrivate is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a conversion right in connection with its initial business combination, InterPrivate will be required to provide for payment of claims of creditors that were not waived that may be brought against InterPrivate within the 10 years following conversion. Accordingly, the per share conversion amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to InterPrivate if and to the extent any claims by a third party (other than InterPrivate’s independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which InterPrivate has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay InterPrivate’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under InterPrivate’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable

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against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. InterPrivate has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of InterPrivate and, therefore, the Sponsor may not be able to satisfy those obligations. InterPrivate has not asked the Sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for InterPrivate’s initial business combination and conversions could be reduced to less than $10.00 per Public Share. In such event, InterPrivate may not be able to complete its initial business combination, and its stockholders would receive such lesser amount per share in connection with any conversion of their Public Shares. None of InterPrivate’s officers or directors will indemnify InterPrivate for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

InterPrivate’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below $10.00 per Public Share and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, InterPrivate’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. It is possible that InterPrivate’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If InterPrivate’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.00 per Public Share.

InterPrivate’s stockholders may be held liable for claims by third parties against InterPrivate to the extent of distributions received by them.

InterPrivate’s amended and restated certificate of incorporation provides that InterPrivate will continue in existence only until 21 months from the closing of the IPO. As promptly as reasonably possible following the conversions InterPrivate is required to make to the Public Stockholders in such event, subject to the approval of InterPrivate’s remaining stockholders and board of directors, InterPrivate would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. InterPrivate cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, InterPrivate’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of InterPrivate’s stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, InterPrivate cannot assure you that third parties will not seek to recover from our stockholders’ amounts owed to them by InterPrivate.

If InterPrivate is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against InterPrivate which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by InterPrivate’s stockholders. Furthermore, because InterPrivate intends to distribute the proceeds held in the Trust Account to the Public Stockholders promptly after expiration of the time InterPrivate has to complete an initial business combination, this may be viewed or interpreted as giving preference to the Public Stockholders over any potential creditors with respect to access to or distributions from InterPrivate’s assets. Furthermore, InterPrivate’s board of directors may be viewed as having breached their fiduciary duties to InterPrivate’s creditors and/or may have acted in bad faith, and thereby exposing itself and InterPrivate to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. InterPrivate cannot assure you that claims will not be brought against InterPrivate for these reasons.

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InterPrivate’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus/consent solicitation statement.

When considering InterPrivate’s board of directors’ recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, InterPrivate’s stockholders should be aware that certain of InterPrivate’s Sponsor, executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of InterPrivate’s stockholders. These interests include:

•        the beneficial ownership of the Sponsor, which is controlled by Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, of an aggregate of 6,789,121 shares of InterPrivate Common Stock, consisting of:

•        6,037,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000; and

•        501,081 Private Shares and 250,540 shares of InterPrivate Common Stock underlying Private Warrants, which together comprise the 501,081 Private Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of approximately $5.0 million;

all of which shares and warrants would become worthless if InterPrivate does not complete a business combination within the applicable time period, as the Sponsor has waived any right to conversion with respect to these shares. Such shares and warrants have an aggregate market value of approximately $96.5 million and $927,000, respectively, based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the economic interests in the Sponsor held by certain of InterPrivate’s officers and directors, which gives them an indirect pecuniary interest in the shares of InterPrivate Common Stock and InterPrivate Warrants held by the Sponsor, and which interests would also become worthless if InterPrivate does not complete a business combination within the applicable time period, including the following:

•        in exchange for serving on InterPrivate’s board of directors, each of InterPrivate’s independent directors (Mr. Cinquegrana, Mr. Harris and Mr. Luckett) received an economic interest in the Sponsor equivalent to 30,000 shares of InterPrivate Common Stock, which would have a market value of approximately $443,000 based on the closing price of InterPrivate Common Stock of $14.76 on the NYSE on January 29, 2021, the most recent practicable date; and

•        Mr. Harris and Mr. Luckett made investments in the equity of the Sponsor in the amount of $250,000 and $50,000, respectively, which gives Mr. Harris an economic interest in the Sponsor equivalent to an additional 100,000 shares of InterPrivate Common Stock and 12,500 InterPrivate Warrants, which would have a market value of approximately $1.5 million and $46,000, respectively, and which gives Mr. Luckett an economic interest in the Sponsor equivalent to an additional 20,000 shares of InterPrivate Common Stock and 2,500 InterPrivate Warrants, which would have a market value of approximately $295,000 and $9,250, respectively, in each case based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the interest of Alan Pinto, InterPrivate’s Senior Vice President, who serves as a FINRA registered representative of Emerson Equity LLC and has an arrangement to receive approximately $900,000 of the $1.0 million transaction success fee InterPrivate expects to pay to Emerson Equity LLC in connection with the Closing of the Business Combination;

•        InterPrivate’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on InterPrivate’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

•        the Sponsor and InterPrivate’s officers, directors or their affiliates have made, and may make additional, working capital loans prior to the closing of the Business Combination, which may not be repaid if the Business Combination is not completed;

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•        the anticipated continuation of Ahmed Fattouh, InterPrivate’s President and Chief Executive Officer and a director, as a director of the Post-Combination Company following the Closing; and

•        the continued indemnification of current directors and officers of InterPrivate and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced InterPrivate’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

InterPrivate will enter into the Stockholders Agreement with the Aeva Founders, certain other Aeva stockholders and the Sponsor, which, together with the Post-Combination Company bylaws will provide them with certain governance rights with respect to the Post-Combination Company.

The Business Combination Agreement contemplates that, in connection with the Closing, InterPrivate will enter into the Stockholders Agreement with the Sponsor, Canaan, Lux and the Aeva Founders. The Business Combination Agreement and the Stockholders Agreement Term Sheet attached thereto provide for, and InterPrivate will represent and warrant to the Aeva Founders pursuant to the Stockholders Agreement, that as of the Closing the initial board will consist of (1) the Aeva Founders, (2) one director designated by Lux and one director designated by Canaan and (3) one director designated by the Sponsor. After Closing, there will be two vacancies on the Post-Combination Board and the Aeva Founders will have the right to nominate the Aeva Founders Nominated Directors, one of whom shall include an Audit Committee Qualified Director and both of whom shall be subject to the approval of a majority of the Post-Combination Board. After the Closing, each of the Aeva Founders will be entitled to nominate himself to continue to serve on the Post-Combination Board until such time as he holds less than 5% of the outstanding common stock of the Post-Combination Company (or his earlier death or Incapacity). In addition, the Post-Combination Company bylaws will provide that certain corporate actions of the Post-Combination Company will require the affirmative vote of at least 70% of the directors. Furthermore, the Aeva Founders, Canaan and Lux collectively will beneficially own approximately 67.8% of the Post-Combination Company common stock. As a result, the Aeva Founders, certain other Aeva stockholders and the Sponsor will be able to exert significant influence over matters requiring board approval, and the Post-Combination Company stockholders other than the Aeva Founders, Canaan and Lux will have limited or no ability to influence the outcome of certain key transactions.

The interests of the parties to the Stockholders Agreement may differ from those of other holders of Post-Combination Company common stock. See the section entitled “Certain Agreements Related to the Business Combination — Stockholders Agreement.”

We may amend the terms of the InterPrivate Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding Public Warrants.

The InterPrivate Warrants were issued in registered form under the InterPrivate Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The InterPrivate Warrant Agreement provides that the terms of the InterPrivate Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the InterPrivate Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the InterPrivate Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the InterPrivate Warrants, convert the InterPrivate Warrants into stock or cash, shorten the exercise period or decrease the number of warrant shares issuable upon exercise of an InterPrivate Warrant.

The Post-Combination Company may redeem your unexpired InterPrivate Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your InterPrivate Warrants worthless.

The Post-Combination Company will have the ability to redeem outstanding InterPrivate Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of InterPrivate Common Stock equals or exceeds $18.50 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Post-Combination Company gives notice of redemption. If and when the InterPrivate Warrants become redeemable by the Post-Combination Company, the Post-Combination Company may exercise its redemption right even if it is unable to register or qualify the

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underlying securities for sale under all applicable state securities laws. Redemption of the outstanding InterPrivate Warrants could force you (i) to exercise your InterPrivate Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your InterPrivate Warrants at the then-current market price when you might otherwise wish to hold your InterPrivate Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding InterPrivate Warrants are called for redemption, is likely to be substantially less than the market value of your InterPrivate Warrants. None of the Private Warrants will be redeemable by the Post-Combination Company so long as they are held by their initial purchasers or their permitted transferees.

InterPrivate will require Public Stockholders who wish to convert their shares of InterPrivate Common Stock in connection with the Business Combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their conversion rights prior to the deadline for exercising their rights.

InterPrivate will require the Public Stockholders seeking to exercise their conversion rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC’s Deposit/Withdrawal At Custodian System (“DWAC System”), at the holder’s option. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise conversion rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or convert Public Shares, its shares may not be converted.

Additionally, despite our compliance with the proxy rules, stockholders may not become aware of the opportunity to convert their shares.

There is uncertainty regarding the federal income tax consequences of the conversion to the holders of InterPrivate Common Stock.

There is some uncertainty regarding the federal income tax consequences to holders of InterPrivate Common Stock who exercise their conversion rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the conversion results in a dividend, taxable as ordinary income, or a sale, taxable as capital gain, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the conversion qualifies for sale treatment, resulting in taxation as capital gain rather than ordinary income, will depend largely on whether the holder owns (or is deemed to own) any shares of InterPrivate Common Stock following the conversion, and if so, the total number of shares of InterPrivate Common Stock held by the holder both before and after the conversion relative to all shares of InterPrivate Common Stock outstanding both before and after the conversion. The conversion generally will be treated as a sale, rather than a dividend, if the conversion (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in InterPrivate or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to whether a holder who elects to exercise its conversion rights will be taxed on any gain from the conversion as ordinary income or capital gain. See the section entitled “Material U.S. Federal Income Tax Considerations of the Conversion Rights and the Business Combination.”

We may issue additional shares of InterPrivate Common Stock or preferred shares under an employee incentive plan upon or after consummation of the Business Combination, which would dilute the interest of our stockholders.

Our amended and restated certificate of incorporation authorizes the issuance of 50,000,000 shares of common stock, and 1,000,000 shares of preferred stock, in each case, par value $0.0001 per share. We may issue a substantial

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number of additional shares of InterPrivate Common Stock or shares of preferred stock under an employee incentive plan upon or after consummation of the Business Combination. However, our amended and restated certificate of incorporation provides that we may not issue any additional shares of capital stock that would entitle the holders thereof to receive funds from the Trust Account or vote as a class with our Public Shares on an initial business combination. Although no such issuance will affect the per share amount available for conversion from the Trust Account, the issuance of additional InterPrivate Common Stock or preferred shares:

•        may significantly dilute the equity interest of investors from the IPO, who will not have preemption rights in respect of such an issuance;

•        may subordinate the rights of holders of shares of InterPrivate Common Stock if one or more classes of preferred stock are created, and such preferred shares are issued, with rights senior to those afforded to InterPrivate Common Stock;

•        could cause a change in control if a substantial number of shares of InterPrivate Common Stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

•        may adversely affect prevailing market prices for our InterPrivate Units, InterPrivate Common Stock and/or InterPrivate Warrants.

Our second amended and restated certificate of incorporation will contain anti-takeover provisions that could adversely affect the rights of our stockholders.

Our second amended and restated certificate of incorporation will contain provisions to limit the ability of others to acquire control of InterPrivate or cause it to engage in change-of-control transactions, including, among other things:

•        provisions that authorize its board of directors, without action by its stockholders, to issue additional shares of InterPrivate Common Stock and preferred stock with preferential rights determined by its board of directors;

•        provisions that permit only a majority of its board of directors, the chairperson of the board of directors or the chief executive officer to call stockholder meetings and therefore do not permit stockholders to call special meetings of the stockholders;

•        provisions limiting stockholders’ ability to act by written consent; and

•        a staggered board whereby our directors are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis.

These provisions could have the effect of depriving InterPrivate’s stockholders of an opportunity to sell their InterPrivate Common Stock at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. With its staggered board of directors, at least two annual or special meetings of stockholders will generally be required in order to effect a change in a majority of its directors. InterPrivate’s staggered board of directors can discourage proxy contests for the election of its directors and purchases of substantial blocks of its shares by making it more difficult for a potential acquirer to gain control of its board of directors in a relatively short period of time.

Our second amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our second amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that (i) derivative actions brought in our name, (ii) asserting a claim of breach of fiduciary duty owed by any director, officer or stockholder of the Post-Combination Company, (iii) actions asserting a claim pursuant to the DGCL, the Proposed Certificate of Incorporation and the bylaws of the Post-Combination Company, or (iv) any actions asserting claims governed by the internal affairs doctrine, may be brought only in the Court of Chancery in

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the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware). Subject to the preceding sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, such forum selection provisions will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the second amended and restated certificate of incorporation will provide that the federal district courts of the United States of America will have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our second amended and restated certificate of incorporation.

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on InterPrivate’s or Aeva’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, which may adversely affect InterPrivate’s or Aeva’s or, if the Business Combination is completed but delayed, the Post-Combination Company’s business, financial position and results of operations. We cannot predict whether any such lawsuits will be filed.

The Post-Combination Company may be subject to securities litigation, which is expensive and could divert management attention.

Following the Business Combination, the Post-Combination Company’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. The Post-Combination Company has been and may be the target of this type of litigation in the future. For example, on December 23, 2020, an alleged stockholder of InterPrivate filed a lawsuit against InterPrivate, its directors, Merger Sub and Aeva, alleging that InterPrivate’s directors caused materially misleading and incomplete information to be disseminated to InterPrivate’s public stockholders and that InterPrivate, Merger Sub and Aeva aided and abetted the directors’ breach of their fiduciary duties. In addition, on January 20, 2021, an alleged stockholder of InterPrivate filed a lawsuit against InterPrivate and its directors, alleging InterPrivate’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. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on the Post-Combination Company’s business, financial condition, and results of operations. Any adverse determination in litigation could also subject the Post-Combination Company to significant liabilities.

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Because we have no current plans to pay cash dividends on InterPrivate Common Stock for the foreseeable future, you may not receive any return on investment unless you sell InterPrivate Common Stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of InterPrivate’s board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that InterPrivate’s board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in InterPrivate Common Stock unless you sell InterPrivate Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

General Risk Factors

Aeva’s business could be materially and adversely affected by the current global COVID-19 pandemic or other health epidemics and outbreaks.

The ongoing COVID-19 pandemic as well as other possible health epidemics and outbreaks could result in a material adverse impact on Aeva’s or its customers’ business operations including reduction or suspension of operations in the U.S. or certain parts of the world. Aeva’s engineering and manufacturing operations, among others, cannot all be conducted in a remote working structure and often require on-site access to materials and equipment. Aeva has customers with international operations in varying industries. It also depends on suppliers and manufacturers worldwide. Depending upon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, its customers, suppliers and manufacturers may suspend or delay their engagement with Aeva, which could result in a material adverse effect on its financial condition. Aeva’s response to the ongoing COVID-19 pandemic may prove to be inadequate and it may be unable to continue its operations in the manner it had prior to the outbreak, and may endure interruptions, reputational harm, delays in its product development and shipments, all of which could have an adverse effect on its business, operating results, and financial condition. In addition, when the pandemic subsides, Aeva cannot assure you as to the timing of any economic recovery, which could continue to have a material adverse effect on its target markets and its business.

Aeva’s business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events, global pandemics and interruptions by man-made problems, such as terrorism. Material disruptions of Aeva’s business or information systems resulting from these events could adversely affect its operating results.

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the ongoing COVID-19 pandemic, could have an adverse effect on Aeva’s business and operating results. The ongoing COVID-19 pandemic may have the effect of heightening many of the other risks described in this “Risk Factors” section, such as the demand for Aeva’s products, its ability to achieve or maintain profitability and its ability to raise additional capital in the future. Aeva’s corporate headquarters and R&D and current manufacturing and assembly base are located in the San Francisco Bay Area, which currently has a high number of COVID-19 pandemic cases and is a region known for seismic activity. In addition, natural disasters, acts of terrorism or war could cause disruptions in Aeva’s remaining manufacturing operations, Aeva’s or its customers’ or channel partners’ businesses, Aeva’s suppliers’ or the economy as a whole. Aeva also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to Aeva’s communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect its business. Aeva does not have a formal disaster recovery plan or policy in place and does not currently require that its suppliers’ partners have such plans or policies in place. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers’ ability to timely deliver product components, or the deployment of its products, Aeva’s business, operating results and financial condition would be adversely affected.

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Interruption or failure of Aeva’s information technology and communications systems could impact Aeva’s ability to effectively provide its products and services.

Aeva plans to include services and functionality that utilize data connectivity to monitor performance and timely capture opportunities to enhance performance and functionality. The availability and effectiveness of Aeva’s services depend on the continued operation of information technology and communications systems. Aeva’s systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm Aeva’s systems. Aeva utilizes reputable third-party service providers or vendors for all of its data other than its source code, and these providers could also be vulnerable to harms similar to those that could damage Aeva’s systems, including sabotage and intentional acts of vandalism causing potential disruptions. Some of Aeva’s systems will not be fully redundant, and Aeva’s disaster recovery planning cannot account for all eventualities. Any problems with Aeva’s third-party cloud hosting providers could result in lengthy interruptions in Aeva’s business. In addition, Aeva’s services and functionality are highly technical and complex technology which may contain errors or vulnerabilities that could result in interruptions in Aeva’s business or the failure of its systems.

Aeva is subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software in its LiDAR products and customer data processed by Aeva or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent Aeva from effectively operating its business.

Aeva is at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing or production processes, owned by Aeva or its third-party vendors or suppliers; facility security systems, owned by Aeva or its third-party vendors or suppliers; in-product technology owned by Aeva or its third-party vendors or suppliers; the integrated software in Aeva’s products; or customer or driver data that Aeva processes or its third-party vendors or suppliers process on its behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, drivers or others; jeopardize the security of Aeva’s facilities; or affect the performance of in-product technology and the integrated software in Aeva’s products. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although Aeva maintains information technology measures designed to protect itself against intellectual property theft, data breaches and other cyber incidents, such measures will require updates and improvements, and Aeva cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of Aeva’s data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect Aeva’s ability to manage its data and inventory, procure parts or supplies or produce, sell, deliver and service its products, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Aeva cannot be sure that the systems upon which it relies, including those of its third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If Aeva does not successfully implement, maintain or expand these systems as planned, its operations may be disrupted, its ability to accurately and timely report its financial results could be impaired, and deficiencies may arise in its internal control over financial reporting, which may impact Aeva’s ability to certify its financial results. Moreover, Aeva’s proprietary information or intellectual property could be compromised or misappropriated and its reputation may be adversely affected. If these systems do not operate as Aeva expects them to, Aeva may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber incident could impact production capability, harm Aeva’s reputation, cause Aeva to breach its contracts with other parties or subject Aeva to regulatory actions or litigation, any of which could materially affect Aeva’s business, prospects, financial condition and operating results. In addition, Aeva’s insurance coverage for cyber-attacks may not be sufficient to cover all the losses it may experience as a result of a cyber-incident.

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Aeva may need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to Aeva, or at all.

In the future, Aeva may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and it may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, Aeva may issue equity or equity-linked securities to such current or potential customers or partners. Aeva may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If Aeva raises additional funds through the issuance of equity or convertible debt or other equity-linked securities or if it issues equity or equity-linked securities to current or potential customers to further business relationships, its existing stockholders could experience significant dilution. Any debt financing obtained by Aeva in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Aeva to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Aeva is unable to obtain adequate financing or financing on terms satisfactory to Aeva, when Aeva requires it, Aeva’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. These same risks will apply to the Post-Combination Company following the Closing of the Business Combination.

Aeva will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives.

If the Business Combination is completed and Aeva becomes a public company, it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after Aeva is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, Aeva will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE. Aeva’s management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, Aeva expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Aeva’s net loss. For example, Aeva expects these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance and it may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. Aeva cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Aeva to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

The requirements of being a public company may strain Aeva’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the proposed transaction may be greater than Aeva anticipates.

Aeva may incur significant costs associated with its public company corporate governance and reporting requirements. This may divert the attention of Aeva’s management from other business concerns, which could have a material adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, the Post-Combination Company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, the Post-Combination Company will face increased legal, accounting, administrative and other costs and expenses as a public company that Aeva does not incur as a private company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require the Post-Combination Company to carry out activities Aeva has not done previously. For example, the Post-Combination Company will create new board committees

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and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the Post-Combination Company could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Post-Combination Company’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Post-Combination Company’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Post-Combination Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Post-Combination Company to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

The Post-Combination Company’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

Aeva is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, the Post-Combination Company will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Aeva as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the Post-Combination Company is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Post-Combination Company, its business, or its market, or if they change their recommendations regarding the Post-Combination Company’s securities adversely, the price and trading volume of the Post-Combination Company’s securities could decline.

The trading market for the Post-Combination Company’s securities will be influenced by the research and reports that industry or securities analysts may publish about the Post-Combination Company, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on the Post-Combination Company. If no securities or industry analysts commence coverage of the Post-Combination Company, the Post-Combination Company’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Post-Combination Company change their recommendation regarding the Post-Combination Company’s shares of common stock adversely, or provide more favorable relative recommendations about the Post-Combination Company’s competitors, the price of the Post-Combination Company’s shares of common stock would likely decline. If any analyst who may cover the Post-Combination Company were to cease coverage of the Post-Combination Company or fail to regularly publish reports on it, the Post-Combination Company could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Introduction

InterPrivate is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of Aeva becoming a wholly-owned subsidiary of InterPrivate as a result of Merger Sub, a wholly-owned subsidiary of InterPrivate, merging with and into Aeva, and Aeva surviving the merger as a wholly owned subsidiary of InterPrivate. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). InterPrivate has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

InterPrivate is a blank check company whose purpose is to acquire, through a merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more businesses. InterPrivate was incorporated in Delaware on August 16, 2019, as InterPrivate Acquisition Corp. On February 6, 2020, InterPrivate consummated the IPO. The equity sold in the offering consisted of 21,000,000 InterPrivate Units, with each InterPrivate Unit consisting of one share of InterPrivate Common Stock, and one-half of one redeemable InterPrivate Warrant, each whole InterPrivate Warrant entitling the holder thereof to purchase one share of InterPrivate Common Stock at an exercise price of $11.50 per share of InterPrivate Common Stock. The InterPrivate Units were sold at a price of $10.00 per share, generating gross proceeds of $210.0 million. On the same date, InterPrivate issued 555,000 Private Units at a price of $10.00 per Private Unit in a private placement, generating gross proceeds of $5.5 million, with Private Units being identical to the InterPrivate Units sold in the IPO, except that the warrants underlying the Private Units are non-redeemable. On February 10, 2020, InterPrivate consummated the sale of an additional 3.15 million units subject to the underwriters’ over-allotment option at $10.00 per unit, generating gross proceeds of $31.5 million. Simultaneously with the closing of the sale of additional units, InterPrivate consummated the sale of an additional 63,000 Private Units at a price of $10.00 per Private Unit for $0.63 million. Following the closing of the over-allotment option and sale of additional Private Units and Private Warrants, aggregate proceeds of $241.5 million had been placed in InterPrivate’s Trust Account in connection with the IPO and invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of September 30, 2020, there was $243 million held in the Trust Account.

Founded by former Apple engineers Soroush Salehian and Mina Rezk, Aeva began operations in 2017 and is a provider of comprehensive perception solutions developed on silicon photonics technology for mass scale applications in automotive, consumer electronics, consumer health, industrial and security markets.  

The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 present pro forma effect to the Business Combination as if it had been completed on January 1, 2019.

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Post-Combination Company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Post-Combination Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

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The historical financial information of InterPrivate was derived from the unaudited and audited financial statements of InterPrivate as of and for the nine months ended September 30, 2020 and for the period from August 16, 2019 (inception) to December 31, 2019, included elsewhere in this proxy statement/prospectus/consent solicitation statement. The historical financial information of Aeva was derived from the unaudited and audited financial statements of Aeva as of and for the nine months ended September 30, 2020 and for the year ended December 31, 2019, included elsewhere in this proxy statement/prospectus/consent solicitation statement. This information should be read together with InterPrivate and Aeva’s unaudited and audited financial statements and related notes, the sections titled “InterPrivate Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Aeva Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although InterPrivate will acquire all of the outstanding equity interests of Aeva in the Business Combination, InterPrivate will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Aeva issuing stock for the net assets of InterPrivate, accompanied by a recapitalization. The net assets of InterPrivate will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Aeva.

Aeva has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under both the minimum and maximum conversion scenarios:

•        Aeva has the largest portion of voting rights in the Post-Combination Company;

•        Aeva has the right to appoint majority of the directors in the Post-Combination Company;

•        Aeva’s existing senior management team will comprise senior management of the Post-Combination Company;

•        The operations of the Post-Combination Company will primarily represent operations of Aeva;

•        The Post-Combination Company will assume Aeva’s name and headquarters

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential conversion into cash of InterPrivate Common Stock:

•        Assuming No Conversions:    This presentation assumes that no Public Stockholders of InterPrivate exercise conversion rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

•        Assuming Maximum Conversions:    This presentation assumes that stockholders holding 23,691,356 shares of InterPrivate Common Stock will exercise their conversion rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. The Business Combination Agreement provides that consummating the Business Combination is conditioned on InterPrivate having a minimum of $150 million of cash on hand (which is inclusive of any PIPE financing) whether in or outside the Trust Account after giving effect to InterPrivate share conversions. As InterPrivate has received signed subscriptions for PIPE financing of $320 million, the maximum conversion scenario assumes all shares of InterPrivate Common Stock held by the Public Stockholders, except those required to retain $5 million in the Trust Account, will be converted. This scenario gives effect to Public Share conversions of 23,691,356 shares of InterPrivate Common Stock for aggregate conversion payments of $239 million using a per share conversion price slightly higher than $10 per share (due to investment related gains in the Trust Account), along with the balance in the Trust Account, and shares outstanding and subject to conversion.

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Description of the Business Combination

The aggregate consideration for the Business Combination will be $1,706 million, payable in the form of shares of the Post-Combination Company’s common stock, restricted stock units or options to purchase common stock.

The following summarizes the consideration in both the minimum conversion and maximum conversion scenarios:

(in thousands, except for share and per share amounts)

  

Common Stock, RSUs, and stock options at Closing(1)(2)

 

 

170,641,857

 

Options and RSUs

 

 

(23,453,751

)

Common shares transferred at Closing

 

 

147,188,106

 

Value per share(3)

 

$

10.00

 

Total Share Consideration

 

$

1,471,881

 

____________

(1)      The number in the table above includes approximately 23,453,751 shares of Post-Combination Company common stock underlying rollover Aeva Options and Aeva RSUs that do not represent legally outstanding shares of Post-Combination Company common stock at Closing.

(2)      Represents the number of shares of Post-Combination Company common stock equal to the Aeva Company Value plus the aggregate exercise price of all outstanding Aeva Options (whether or not vested).

(3)      Share Consideration is calculated using a $10.00 reference price. Actual total Share Consideration will be dependent on the value of common stock at closing.

The following summarizes the pro forma common stock outstanding under the two conversion scenarios:

 

Assuming No
Conversions
(Shares)

 

%

 

Assuming
Maximum
Conversions
(Shares)

 

%

Aeva

 

170,641,857

 

   

170,641,857

 

  

Options and RSUs(1)

 

(23,453,751

)

   

(23,453,751

)

  

Aeva – common shares transferred at Closing(1)

 

147,188,106

 

 

71.3%

 

147,188,106

 

 

80.6%

Public Shares

 

24,150,000

 

 

11.7%

 

458,644

 

 

0.2%

Shares held by Sponsor/Representative(2)

 

6,905,500

 

 

3.3%

 

6,905,500

 

 

3.8%

PIPE

 

28,168,478

 

 

13.7%

 

28,168,478

 

 

15.4%

Pro Forma common stock outstanding at September 30, 2020

 

206,412,084

 

   

182,720,728

 

  

____________

(1)      The number of outstanding shares in the table above excludes approximately 23,453,751 shares of Post-Combination Company common stock underlying rollover Aeva Options and Aeva RSUs that do not represent legally outstanding shares of Post-Combination Company common stock at Closing.

(2)      Includes an aggregate of 366,919 shares of InterPrivate Common Stock held by EarlyBirdCapital’s designees.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2020 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 are based on the historical financial statements of InterPrivate and Aeva. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2020

(in thousands)

   

Assuming No Conversions

 

Assuming Maximum Conversions

  

As of September 30, 2020

 

Transaction
Accounting
Adjustments

   

As of
September 30,
2020

 

Transaction
Accounting
Adjustments

   

As of
September 30,
2020

  

Aeva
(Historical)

 

InterPrivate
(Historical)

   

Pro Forma
Combined

   

Pro Forma
Combined

ASSETS

 

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

Cash and cash equivalents

 

$

31,372

 

 

$

325

 

$

320,000

 

 

(A)

 

$

542,817

 

 

$

(238,505

)

 

(K)

 

$

304,312

 

  

 

 

 

 

 

  

 

243,123

 

 

(B)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

(120

)

 

(D)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

(83

)

 

(E)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

(51,800

)

 

(J)

 

 

 

 

 

 

 

 

   

 

 

 

Inventories

 

 

819

 

 

 

  

 

 

   

 

819

 

 

 

 

   

 

819

 

Other current assets

 

 

2,878

 

 

 

62

 

 

 

   

 

2,940

 

 

 

 

   

 

2,940

 

Total current assets

 

 

35,069

 

 

 

387

 

 

511,120

 

   

 

546,576

 

 

 

(238,505

)

   

 

308,071

 

Marketable securities held in Trust Account

 

 

 

 

 

 

243,123

 

 

(243,123

)

 

(B)

 

 

 

 

 

 

 

   

 

 

Property, plant and equipment, net

 

 

1,666

 

 

 

 

 

 

   

 

1,666

 

 

 

 

 

   

 

1,666

 

Other noncurrent assets

 

 

64

 

 

 

 

 

 

   

 

64

 

 

 

 

   

 

64

 

TOTAL ASSETS

 

$

36,799

 

 

$

243,510

 

$

267,997

 

   

$

548,306

 

 

$

(238,505

)

   

$

309,801

 

  

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

Accounts payable

 

 

611

 

 

 

 

 

 

   

 

611

 

 

 

 

   

 

611

 

Accrued liabilities

 

 

342

 

 

 

120

 

 

(120

)

 

(D)

 

 

342

 

 

 

 

   

 

342

 

Accrued employee costs

 

 

571

 

 

 

  

 

 

 

   

 

571

 

 

 

 

   

 

571

 

Income taxes payable

 

 

 

 

 

 

83

 

 

(83

)

 

(E)

 

 

 

 

 

 

   

 

 

Other current liabilities

 

 

324

 

 

 

 

 

 

 

   

 

324

 

 

 

 

   

 

324

 

Total current liabilities

 

 

1,848

 

 

 

203

 

 

(203

)

   

 

1,848

 

 

 

 

   

 

1,848

 

Other noncurrent liabilities

 

 

52

 

 

 

 

 

 

   

 

52

 

 

 

 

   

 

52

 

Total liabilities

 

 

1,900

 

 

 

203

 

 

(203

)

   

 

1,900

 

 

 

 

   

 

1,900

 

  

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

Common stock subject to possible redemption

 

 

 

 

 

238,307

 

 

(238,307

)

 

(G)

 

 

 

 

 

 

   

 

 

Preferred stock

 

 

79,204

 

 

 

 

 

(79,204

)

 

(F)

 

 

 

 

 

 

   

 

 

  

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

  

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

Common stock

 

 

9

 

 

 

1

 

 

3

 

 

(A)

 

 

21

 

 

 

(2

)

 

(K)

 

 

19

 

  

 

 

 

 

 

  

 

8

 

 

(F)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

2

 

 

(G)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

(2

)

 

(I)

 

 

 

 

 

 

 

 

   

 

 

 

Additional paid-in capital

 

 

7,757

 

 

 

4,088

 

 

319,997

 

 

(A)

 

 

601,098

 

 

 

(238,503

)

 

(K)

 

 

362,595

 

  

 

 

 

 

 

  

 

911

 

 

(C)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

79,196

 

 

(F)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

238,305

 

 

(G)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

1,242

 

 

(H)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

(50,400

)

 

(J)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

  

 

2

 

 

(I)

 

 

 

 

 

 

 

 

   

 

 

 

Retained earnings/(accumulated deficit)

 

 

(52,071

)

 

 

911

 

 

(911

)

 

(C)

 

 

(54,713

)

 

 

 

   

 

(54,713

)

  

 

 

 

 

 

  

 

(1,242

)

 

(H)

 

 

 

 

 

 

 

 

   

 

 

 

  

 

 

 

 

 

 

(1,400

)

 

(J)

 

 

 

 

 

 

   

 

 

Total stockholders’ equity (deficit)

 

 

(44,305

)

 

 

5,000

 

 

585,711

 

   

 

546,406

 

 

 

(238,505

)

   

 

307,901

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$

36,799

 

 

$

243,510

 

$

267,997

 

   

$

548,306

 

 

$

(238,505

)

   

$

309,801

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

(in thousands, except share and per share data)

   

Assuming No Conversions and
Maximum Conversions

  

For the Nine Months Ended
September 30, 2020

 

Transaction
Accounting
Adjustments

   

For the Nine
Months Ended
September 30,
2020

  

Aeva
(Historical)

 

InterPrivate
(Historical)

   

Pro Forma
Combined

Revenue

 

$

4,111

 

 

$

 

 

$

 

   

$

4,111

 

Cost of revenue

 

 

2,191

 

 

 

 

 

 

 

   

 

2,191

 

Gross profit

 

 

1,920

 

 

 

 

 

 

 

   

 

1,920

 

Research and development expenses

 

 

14,283

 

 

 

 

 

 

 

   

 

14,283

 

General and administrative expenses

 

 

3,339

 

 

 

628

 

 

 

 

   

 

3,967

 

Selling and marketing expenses

 

 

1,027

 

 

 

 

 

 

 

   

 

1,027

 

Operating loss

 

 

(16,729

)

 

 

(628

)

 

 

 

   

 

(17,357

)

Interest income

 

 

(194

)

 

 

(1,782

)

 

 

1,782

 

 

(CC)

 

 

(194

)

Other expense

 

 

22

 

 

 

 

 

 

 

   

 

22

 

Income (loss) before income taxes

 

 

(16,557

)

 

 

1,154

 

 

 

(1,782

)

   

 

(17,185

)

Income taxes

 

 

 

 

 

242

 

 

 

(242

)

 

(DD)

 

 

 

Net income (loss) attributable to common stockholders

 

$

(16,557

)

 

$

912

 

 

$

(1,540

)

   

$

(17,185

)

         

Assuming No
Conversions

Weighted average shares outstanding – Common stock

 

 

6,765,922

 

       

206,412,084

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(2.45

)

       

(0.08

)

         

Assuming
Maximum
Conversions

Weighted average shares outstanding – Common stock

 

 

6,765,922

 

       

182,720,728

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(2.45

)

       

(0.09

)

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR YEAR ENDED DECEMBER 31, 2019

(in thousands, except share and per share data)

   

Assuming No Conversions &
Maximum Conversions

  

For the Year Ended
December 31, 2019

 




Transaction
Accounting
Adjustments

   

For the Year
Ended
December 31,
2019

  

Aeva
(Historical)

 

InterPrivate
(Historical)

   

Pro Forma
Combined

Revenue

 

$

1,384

 

 

$

 

 

$

 

   

$

1,384

 

Cost of revenue

 

 

815

 

 

 

 

 

 

 

 

   

 

815

 

Gross profit

 

 

569

 

 

 

 

 

 

 

   

 

569

 

Research and development expenses

 

 

15,406

 

 

 

 

 

 

605

 

 

(AA)

 

 

16,011

 

General and administrative expenses

 

 

4,290

 

 

 

1

 

 

 

636

 

 

(AA)

 

 

6,327

 

  

 

 

 

 

 

 

 

 

 

1,400

 

 

(BB)

 

 

 

 

Selling and marketing expenses

 

 

966

 

 

 

 

 

 

 

   

 

966

 

Operating loss

 

 

(20,093

)

 

 

(1

)

 

 

(2,641

)

   

 

(22,735

)

Interest income

 

 

(516

)

 

 

 

 

 

 

   

 

(516

)

Other expense

 

 

17

 

 

 

 

 

 

 

   

 

17

 

Loss before income taxes

 

 

(19,594

)

 

 

(1

)

 

 

(2,641

)

   

 

(22,236

)

Income taxes

 

 

 

 

 

 

 

 

 

   

 

 

Net loss attributable to common stockholders

 

$

(19,594

)

 

$

(1

)

 

$

(2,641

)

   

$

(22,236

)

         

Assuming No
Conversions

Weighted average shares outstanding – Common stock

 

 

5,055,170

 

 

 

      

 

206,412,084

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(3.88

)

 

$

      

$

(0.11

)

         

Assuming
Maximum
Conversions

Weighted average shares outstanding – Common stock

 

 

5,055,170

 

 

 

      

 

182,720,728

 

Net loss per share attributable to common stockholders – basic and diluted

 

$

(3.88

)

 

$

      

$

(0.12

)

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Table of Contents

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP as Aeva has been determined to be the accounting acquirer, primarily due to the fact that Aeva Stockholders will continue to control the Post-Combination Company. Under this method of accounting, although InterPrivate will acquire all of the outstanding equity interests of Aeva in the Business Combination, InterPrivate will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Aeva issuing stock for the net assets of InterPrivate, accompanied by a recapitalization. The net assets of InterPrivate will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Aeva.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 assumes that the Business Combination occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 present pro forma effect to the Business Combination as if it had been completed on January 1, 2019.

The unaudited pro forma condensed combined balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

•        InterPrivate’s unaudited balance sheet as of September 30, 2020 and the related notes as of September 30, 2020, included elsewhere in this proxy statement/prospectus/consent solicitation statement;

•        Aeva’s unaudited balance sheet as of September 30, 2020 and the related notes as of September 30, 2020, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction with, the following:

•        InterPrivate’s unaudited statement of operations for the nine months ended September 30, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

•        Aeva’s unaudited statement of operations for the nine months ended September 30, 2020 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:

•        InterPrivate’s audited statement of operations for the period from August 16, 2019 (inception) to December 31, 2019 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement; and

•        Aeva’s audited statement of operations for the twelve months ended December 31, 2019 and the related notes, included elsewhere in this proxy statement/prospectus/consent solicitation statement.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that InterPrivate believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. InterPrivate believes that its assumptions and methodologies provide a reasonable basis for presenting all of the

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significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Combination Company. They should be read in conjunction with the historical financial statements and notes thereto of InterPrivate and Aeva.

2. Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). InterPrivate has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to transaction accounting adjustments that reflect the accounting for the transaction under GAAP. Aeva and InterPrivate have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the Post-Combination Company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Post-Combination Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2019.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:

(A)    Represents the gross proceeds, from the private placement of 28,168,478 shares of InterPrivate Common Stock at $10.00 to $16.00 per share pursuant to the PIPEs.

(B)    Reflects the reclassification of $243 million of cash and cash equivalents held in InterPrivate’s Trust Account at the balance sheet date that becomes available to fund the Business Combination.

(C)    Reflects the elimination of InterPrivate’s historical accumulated deficit.

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(D)    Reflects the settlement of InterPrivate’s historical accrued liabilities that will be settled at Closing of the Business Combination.

(E)    Reflects the settlement of InterPrivate’s income tax payable that will be settled at Closing of the Business Combination.

(F)    Reflects the conversion of the Aeva Preferred Stock into Aeva Common Stock in accordance with the Business Combination Agreement.

(G)    Reflects the reclassification of approximately $238 million of InterPrivate Common Stock subject to possible redemption to permanent equity.

(H)    Reflects the acceleration of certain Aeva stock-based compensation awards that vest upon the Closing of the Business Combination.

(I)     Represents recapitalization of Aeva equity and issuance of 147,188,106 of the Post-Combination Company’s common stock to Aeva equity holders as consideration for the reverse recapitalization.

(J)     Represents preliminary estimated transaction costs incurred as part of the Business Combination totaling $52 million, consisting of (i) approximately $16 million of placement agent fees and related expenses payable to the placement agents upon the closing of the PIPE transaction, (ii) financial and transaction advisory fees of approximately $16 million payable upon consummation of the Business Combination, (iii) a fee of approximately $8.5 million payable to EarlyBirdCapital under the business combination marketing agreement that InterPrivate entered into with EarlyBirdCapital in connection with the IPO (see “InterPrivate Management’s Discussion and Analysis of Financial Condition and Results of OperationsContractual Obligations”), and (iv) printing, legal, accounting and other fees of $11.5 million. $50 million has been recorded as a reduction to additional paid-in capital and the remainder as an increase to accumulated deficit.

(K)    Reflects the maximum conversion of 23,691,356 Public Shares for aggregate conversion payments of $239 million allocated to InterPrivate Common Stock and additional paid-in capital using par value $0.0001 per share and at a conversion price of $10.07 per share.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended September 30, 2020 and year ended December 31, 2019 are as follows:

(AA) Reflects stock compensation expense related to certain Aeva stock-based compensation awards that vest upon transaction close. The expense is reflected as if incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations.

(BB) Reflects the estimated transaction costs for Aeva in the statement of operations, for the year ended December 31, 2019. No transaction costs were expensed in the historical Aeva statement of operations for the nine months ended September 30, 2020. Business Combination costs are reflected as if incurred on January 1, 2019, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of operations. This is a non-recurring item.

(CC) Reflects elimination of interest income on the Trust Account.

(DD) Reflects elimination of income tax expense as a result of elimination of the Trust Account income (noted in footnote CC).

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4. Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination and related proposed equity transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented. If the maximum number of shares are converted, this calculation is retroactively adjusted to eliminate such shares for the entire periods.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of conversion into cash of InterPrivate Common Stock for the nine months ended September 30, 2020 and for the year ended December 31, 2019:

 

For the nine months ended
September 30, 2020

 

For the year ended
December 31, 2019

(in thousands, except share and per share data)

 

Assuming No
Conversions

 

Assuming
Maximum
Conversions

 

Assuming No
Conversions

 

Assuming
Maximum
Conversions

Pro forma net loss

 

 

(17,185

)

 

 

(17,185

)

 

 

(22,236

)

 

 

(22,236

)

Weighted average shares outstanding of common stock(1)

 

 

206,412,084

 

 

 

182,720,728

 

 

 

206,412,084

 

 

 

182,720,728

 

Net loss per share (Basic and Diluted) attributable to Common stockholders(2)

 

$

(0.08

)

 

$

(0.09

)

 

$

(0.11

)

 

$

(0.12

)

____________

(1)      Refer to calculation included in section “The Business Combination Agreement — Conversion of Securities”.

(2)      For the purposes of calculating diluted earnings per share, it was assumed that all outstanding warrants sold in the IPO and the private placement are exchanged to common stock. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share.

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COMPARATIVE SHARE INFORMATION

The following table sets forth summary historical comparative share information for InterPrivate and Aeva and unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming two conversion scenarios as follows:

The pro forma book value information reflects the Business Combination as if it had occurred on September 30, 2020. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if they had occurred on January 1, 2019.

This information is only a summary and should be read together with the summary historical financial information summary included elsewhere in this proxy statement/prospectus/consent solicitation statement, and the historical financial statements of InterPrivate and Aeva and related notes. The unaudited pro forma combined per share information of InterPrivate and Aeva is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus/consent solicitation statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of InterPrivate and Aeva would have been had the companies been combined during the periods presented.

•        Assuming No Conversions:    This presentation assumes that no Public Stockholders of InterPrivate exercise conversion rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

•        Assuming Maximum Conversions:    This presentation assumes that stockholders holding 23,691,356 shares of InterPrivate Common Stock will exercise their conversion rights for their pro rata share (approximately $10.00 per share) of the funds in the Trust Account. The Business Combination Agreement provides that consummating the Business Combination is conditioned on InterPrivate having a minimum of $150 million of cash on hand (which is inclusive of any PIPE financing) whether in or outside the Trust Account after giving effect to InterPrivate share conversions. As InterPrivate has received signed subscriptions for PIPE financing of $320 million, the maximum conversion scenario assumes all shares of InterPrivate Common Stock held by the Public Stockholders, except those required to retain $5 million in the Trust Account, will be converted. This scenario gives effect to Public Share conversions of 23,691,356 shares of InterPrivate Common Stock for aggregate redemption payments of $239 million using a per share redemption price slightly higher than $10 per share (due to investment related gains in the Trust Account), along with the balance in the Trust Account, and shares outstanding and subject to conversion.

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Combined Pro Forma

 

Aeva Equivalent Per Share
Pro Forma
(2)

  

Aeva
(Historical)

 

InterPrivate
(Historical)

 

Assuming No
Conversions

 

Assuming
Maximum
Conversions

 

Assuming No
Conversions

 

Assuming
Maximum
Conversions

As of and for the Quarter ended September 30, 2020(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Book Value per share(1)

 

$

(6.55

)

 

$

0.70

 

 

$

2.65

 

 

$

1.69

 

 

$

24.11

 

 

 

15.37

 

Weighted averages shares outstanding – basic and diluted

 

 

6,765,922

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(2.45

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding of common share – basic and diluted

 

 

 

 

 

 

7,164,018

 

 

 

206,412,084

 

 

 

182,720,728

 

 

 

 

 

 

 

 

 

Net loss per share of common share – basic and diluted

 

 

 

 

 

$

(0.07

)

 

$

(0.08

)

 

$

(0.09

)

 

$

(0.76

)

 

 

(0.86

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of and for the Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted averages shares outstanding – basic and diluted

 

 

5,055,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(3.88

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding of common share – basic and diluted

 

 

 

 

 

 

6,337,784

 

 

 

206,412,084

 

 

 

182,720,728

 

 

 

 

 

 

 

 

 

Net income per share of common share – basic and diluted

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share of common stock – basic and diluted

 

 

 

 

 

 

 

 

 

$

(0.11

)

 

$

(0.12

)

 

$

(0.98

)

 

$

(1.11

)

____________

(1)      Book value per share = Total equity excluding preferred shares/shares outstanding

(2)      The equivalent pro forma basic and diluted per share data for Aeva is calculated by multiplying the combined pro forma per share data by the 9.096 Exchange Ratio.

(3)      No cash dividends were declared during the periods presented.

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AEVA’S SOLICITATION OF WRITTEN CONSENTS

This section contains information for Aeva Stockholders regarding the solicitation of written consents to approve and adopt the Business Combination Agreement and the Business Combination by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement.

Purpose of the Consent Solicitation; Recommendation of the Aeva Board of Directors

The Aeva Board of Directors is providing this proxy statement/prospectus/consent solicitation statement to Aeva Stockholders. Aeva Stockholders are being asked to approve and adopt the Business Combination Agreement and the Business Combination (the “Aeva Business Combination Proposal”) by executing and delivering the written consent furnished with this proxy statement/prospectus/consent solicitation statement. The holders of Aeva’s Preferred Stock are also being asked to approve the conversion of all outstanding shares of Aeva’s Preferred Stock into shares of Aeva Common Stock immediately prior to the Effective Time (the “Aeva Conversion”).

After consideration, the Aeva Board of Directors has unanimously approved and declared that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Aeva and the Aeva Stockholders.

Aeva Stockholders Entitled to Consent

Only Aeva Stockholders of record holding shares of Aeva Capital Stock as of the close of business on February 5, 2021 (the “Aeva Record Date”), will be entitled to execute and deliver a written consent. As of the close of the Aeva Record Date, there were 8,090,098 shares of Aeva Common Stock issued and outstanding and 8,606,780 shares of Aeva Preferred Stock issued and outstanding, consisting of 3,198,556 shares of Aeva Series Seed Preferred Stock, 2,851,057 shares of Aeva Series A Preferred Stock, 1,032,888 shares of Aeva Series A-1 Preferred Stock and 1,524,279 shares of Aeva Series B Preferred Stock, in each case entitled to execute and deliver written consents with respect to the Aeva Business Combination Proposal. Each holder of Aeva Common Stock is entitled to one vote for each share of Aeva Common Stock held by such holder as of the Aeva Record Date. Each holder of Aeva Preferred Stock is entitled to a number of votes equal to the number of shares of Aeva Common Stock into which the shares of Aeva Preferred Stock held by such holder would be converted if such Aeva Preferred Stock were converted into Aeva Common Stock as of the Aeva Record Date.

Written Consents; Required Written Consents

The approval of the Aeva Business Combination Proposal requires the affirmative vote or consent of the holders of at least (i) a majority of the outstanding shares of Aeva Common Stock and Aeva Preferred Stock voting together on an as-converted basis, (ii) two-thirds (2/3) of the outstanding shares of Aeva Preferred Stock, voting as a separate class, and (iii) a majority of the outstanding shares of the Aeva Common Stock, voting as a separate class. The approval of the Aeva Conversion requires the affirmative vote or consent of the holders of least two-thirds (2/3) of the outstanding shares of Aeva Preferred Stock.

Concurrently with the execution of the Business Combination Agreement, InterPrivate and the Key Aeva Stockholders entered into the Stockholder Support Agreement, which provides, among other things, that following the Registration Statement being declared effective by the SEC, each Key Aeva Stockholder will, within 24 hours after Aeva’s request, execute and deliver a written consent with respect to the outstanding shares of Aeva Common Stock and Aeva Preferred Stock held by such Key Aeva Stockholder approving and adopting the Business Combination Agreement and the Business Combination. The Business Combination Agreement provides that InterPrivate may terminate the Business Combination Agreement if Aeva fails to deliver the written consent to InterPrivate within two business days after the Registration Statement is declared effective by the SEC. The Key Aeva Stockholders that own shares of Aeva Preferred Stock have also agreed to approve the Aeva Conversion as part of their written consent. The shares of Aeva Capital Stock that are owned by the Key Aeva Stockholders and subject to the Support Agreement represent approximately 95% of the outstanding shares of Aeva Common Stock, approximately 74% of the outstanding shares of Aeva Preferred Stock and approximately 84% of the outstanding voting power of Aeva Capital Stock, on an as-converted basis, in each case, as of the Aeva Record Date. The Key Aeva Stockholders therefore hold a sufficient number of shares of Aeva Capital Stock to approve the Business Combination without the vote of any other Aeva stockholder.

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Interests of Certain Persons in the Business Combination

In considering whether to adopt and approve the Business Combination Agreement and the Business Combination by executing and delivering the written consent, Aeva Stockholders should be aware that aside from their interests as stockholders of Aeva, Aeva’s officers and members of the Aeva Board of Directors have interests in the Business Combination that are different from, or in addition to, those of other Aeva Stockholders generally. Aeva Stockholders should take these interests into account in deciding whether to adopt and approve the Business Combination Agreement and the Business Combination. For additional information please see the section entitled “The Business Combination — Interests of Aeva’s Directors and Executive Officers in the Business Combination” beginning on page 114 of this proxy statement/prospectus/consent solicitation statement.

Submission of Written Consents

You may consent to the Aeva Business Combination Proposal with respect to your shares of Aeva Capital Stock (and the Aeva Conversion with respect to your shares of Aeva Preferred Stock) by completing, dating and signing the written consent enclosed with this proxy statement/prospectus/consent solicitation statement and returning it to Aeva by the Aeva Consent Deadline (as defined below).

If you hold shares of Aeva Capital Stock as of the close of business on the Aeva Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Aeva. Once you have completed, dated and signed the written consent, you may deliver it to Aeva by emailing a .pdf copy to eproxy@mediantonline.com or by mailing your written consent to Aeva’s consent solicitor, Mediant Communications Inc., 400 Regency Forest Drive — Suite 200, Cary, NC 27518.

The Aeva Board of Directors has set 12:00 noon, New York time, on March 11, 2021 as the deadline for receipt of written consents from Aeva Stockholders. Aeva reserves the right to extend the final date for receipt of written consents beyond such date (such consent deadline, as may be extended by Aeva, the “Aeva Consent Deadline”). Any such extension may be made without notice to Aeva Stockholders. Once a sufficient number of consents to adopt the Business Combination Agreement has been received, the consent solicitation will conclude. As described in the section entitled “Aeva Appraisal Rights” beginning on page 258 of this proxy statement/prospectus/consent solicitation statement, the delivery of a signed and dated written consent adopting the Business Combination Agreement, or delivery of a signed and dated written consent without indicating a decision on the Aeva Business Combination Proposal, will result in a loss of appraisal rights under Section 262 of the DGCL.

Aeva Stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Aeva stock certificates or electronic certificates, as applicable, will be mailed to Aeva Stockholders. Do not send in your certificates now.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Aeva Business Combination Proposal (which is equivalent to a vote “FOR” such proposal), or disapprove, or abstain from consenting with respect to, the Aeva Business Combination Proposal (which is equivalent to a vote “AGAINST” such proposal). If you do not execute and return your written consent, or otherwise withhold your written consent, it will have the same effect as voting “AGAINST” the Aeva Business Combination Proposal. If you are a record holder of shares of Aeva Common Stock and/or Aeva Preferred Stock and you return a signed written consent without indicating your decision on the Aeva Business Combination Proposal, you will have given your consent to approve such proposal.

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Your consent to the Aeva Business Combination Proposal may be changed or revoked at any time before the Aeva Consent Deadline; however, such change or revocation is not expected to have any effect on the approval of the Aeva Business Combination Proposal, as the delivery of the written consent contemplated by the Support Agreement will constitute the Aeva Stockholder approval required to approve the Aeva Business Combination Proposal at the time of such delivery. If you wish to change or revoke your consent before the Aeva Consent Deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to eproxy@mediantonline.com or by mailing your written consent to Aeva’s consent solicitor, Median Communications Inc., 400 Regency Forest Drive — Suite 200, Cary, NC 27518.

Due to the obligations of the Key Aeva Stockholders under the Support Agreement, a failure of any other Aeva Stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Aeva Stockholder, is not expected to have any effect on the approval of the Aeva Business Combination Proposal.

Solicitation of Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Aeva. Officers and employees of Aeva may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

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THE SPECIAL MEETING OF INTERPRIVATE STOCKHOLDERS

The InterPrivate Special Meeting

InterPrivate is furnishing this proxy statement/prospectus/consent solicitation statement to you as part of the solicitation of proxies by its board of directors for use at the special meeting in lieu of the 2021 annual meeting of stockholders to be held on March 11, 2021, and at any adjournment or postponement thereof. This proxy statement/prospectus/consent solicitation statement is first being mailed on or about February 16, 2021 to all InterPrivate stockholders of record as of January 25, 2021, the record date for the special meeting. This proxy statement/prospectus/consent solicitation statement provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Date, Time and Place of the Special Meeting

In light of public health concerns regarding the coronavirus (COVID-19) pandemic, the special meeting will be held via live webcast at https://www.cstproxy.com/ipvspac/2021, on March 11, 2021, at 11:00 a.m. Eastern Time, or such other date, time and place to which such special meeting may be adjourned or postponed. The special meeting can be accessed by visiting https://www.cstproxy.com/ipvspac/2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing (877) 770-3647 (toll-free within the U.S. and Canada) or (312) 780-0854 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 21217225#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the transfer agent, Continental Stock Transfer & Trust Company, at (917) 262-2373 or by e-mail at proxy@continentalstock.com.

Purpose of the Special Meeting

At the InterPrivate special meeting of stockholders, InterPrivate will ask the InterPrivate stockholders to vote in favor of the following proposals:

•        The Business Combination Proposal — a proposal to approve the adoption of the Business Combination Agreement and the Business Combination (Proposal No. 1).

•        The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of InterPrivate attached as Annex B to this proxy statement/prospectus/consent solicitation statement (Proposal No. 2).

•        The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between InterPrivate’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (Proposal Nos. 3A-3H).

•        The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of InterPrivate following the closing of the Business Combination (Proposal No. 4).

•        The Incentive Award Plan Proposal — a proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination (Proposal No. 5).

•        The NYSE Proposal — a proposal to issue InterPrivate Common Stock to the Aeva Stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPEs (Proposal No. 6).

•        The Adjournment Proposal — a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal or Public Stockholders have elected to convert an amount of Public Shares such that the minimum available cash condition to the obligation to Closing of the Business Combination would not be satisfied (Proposal No. 7).

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Recommendation of the InterPrivate Board of Directors

InterPrivate’s board of directors believes that each of the proposals to be presented at the special meeting of stockholders is in the best interests of InterPrivate and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of InterPrivate’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of InterPrivate’s board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•        the beneficial ownership of the Sponsor, which is controlled by Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, of an aggregate of 6,789,121 shares of InterPrivate Common Stock, consisting of:

•        6,037,500 Founder Shares purchased by the Sponsor for an aggregate price of $25,000; and

•        501,081 Private Shares and 250,540 shares of InterPrivate Common Stock underlying Private Warrants, which together comprise the 501,081 Private Units purchased by the Sponsor at $10.00 per unit for an aggregate purchase price of approximately $5.0 million;

all of which shares and warrants would become worthless if InterPrivate does not complete a business combination within the applicable time period, as the Sponsor has waived any right to conversion with respect to these shares. Such shares and warrants have an aggregate market value of approximately $96.5 million and $927,000, respectively, based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the economic interests in the Sponsor held by certain of InterPrivate’s officers and directors, which gives them an indirect pecuniary interest in the shares of InterPrivate Common Stock and InterPrivate Warrants held by the Sponsor, and which interests would also become worthless if InterPrivate does not complete a business combination within the applicable time period, including the following:

•        in exchange for serving on InterPrivate’s board of directors, each of InterPrivate’s independent directors (Mr. Cinquegrana, Mr. Harris and Mr. Luckett) received an economic interest in the Sponsor equivalent to 30,000 shares of InterPrivate Common Stock, which would have a market value of approximately $443,000 based on the closing price of InterPrivate Common Stock of $14.76 on the NYSE on January 29, 2021, the most recent practicable date; and

•        Mr. Harris and Mr. Luckett made investments in the equity of the Sponsor in the amount of $250,000 and $50,000, respectively, which gives Mr. Harris an economic interest in the Sponsor equivalent to an additional 100,000 shares of InterPrivate Common Stock and 12,500 InterPrivate Warrants, which would have a market value of approximately $1.5 million and $46,000, respectively, and which gives Mr. Luckett an economic interest in the Sponsor equivalent to an additional 20,000 shares of InterPrivate Common Stock and 2,500 InterPrivate Warrants, which would have a market value of approximately $295,000 and $9,250, respectively, in each case based on the closing price of InterPrivate Common Stock of $14.76 and the closing price of InterPrivate Warrants of $3.70 on the NYSE on January 29, 2021, the most recent practicable date;

•        the interest of Alan Pinto, InterPrivate’s Senior Vice President, who serves as a FINRA registered representative of Emerson Equity LLC and has an arrangement to receive approximately $900,000 of the $1.0 million transaction success fee InterPrivate expects to pay to Emerson Equity LLC in connection with the Closing of the Business Combination;

•        the anticipated continuation of Ahmed M. Fattouh, InterPrivate’s Chairman and Chief Executive Officer, as a director of the Post-Combination Company following the Closing;

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•        InterPrivate’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on InterPrivate’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; and

•        the continued indemnification of current directors and officers of InterPrivate and the continuation of directors’ and officers’ liability insurance after the Business Combination.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of InterPrivate Common Stock at the close of business on January 25, 2021, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of InterPrivate Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 31,055,500 shares of InterPrivate Common Stock outstanding, of which 6,538,581 are Founder Shares or Private Shares held by the Sponsor.

The Sponsor, InterPrivate’s directors and officers and EarlyBirdCapital have agreed to vote all of their Founder Shares, Representative Shares, Private Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. The issued and outstanding InterPrivate Warrants do not have voting rights at the special meeting of stockholders.

Voting Your Shares

Each share of InterPrivate Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of InterPrivate Common Stock that you own.

If you are a holder of record, there are two ways to vote your shares of InterPrivate Common Stock at the special meeting of stockholders:

•        Voting by Mail.    You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of InterPrivate Common Stock will be voted as recommended by InterPrivate’s board of directors. InterPrivate encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting.

•        Voting at the Special Meeting via the Virtual Meeting Platform.    You can attend the special meeting and vote in person via the virtual meeting platform. The special meeting can be accessed by visiting https://www.cstproxy.com/ipvspac/2021, where you will be able to listen to the meeting live and vote during the meeting. Additionally, you have the option to listen to the special meeting by dialing (877) 770-3647 (toll-free within the U.S. and Canada) or (312) 780-0854 (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is 21217225#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. If your shares of InterPrivate Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person via the virtual meeting platform at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person via the virtual meeting platform, you will need to contact your

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broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. Please have your control number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the transfer agent.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of InterPrivate Common Stock, you may contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
Banks and brokers can call collect at: (203) 658-9400
Email: IPV.info@investor.morrowsodali.com

Quorum and Vote Required for the InterPrivate Proposals

A quorum of InterPrivate’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the InterPrivate Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, Governance Proposals, Incentive Award Plan Proposal, NYSE Proposal and Adjournment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of the then outstanding shares of InterPrivate Common Stock present and entitled to vote at the special meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote in person (which would include presence at a virtual meeting) or by proxy of the holders of a majority of all then outstanding shares of InterPrivate Common Stock entitled to vote thereon at the special meeting.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of InterPrivate Common Stock entitled to vote and actually cast thereon at the special meeting.

Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. InterPrivate believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions will be counted for purposes of determining the presence of a quorum at the special meeting of InterPrivate stockholders. For purposes of approval, abstentions will have the same effect as a vote “against” the Charter Amendment Proposal, the Governance Proposals, the Business Combination Proposal, the Incentive Award Plan Proposal, the NYSE Proposal and the Adjournment Proposal, if presented. For the Election of Directors Proposal, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a broker non-vote or a direction to withhold authority) will not be counted in the nominee’s favor. Broker non-votes will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the remaining InterPrivate Proposals.

Revocability of Proxies

If you are a stockholder of record and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

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•        you may notify InterPrivate’s secretary in writing before the annual meeting that you have revoked your proxy; or

•        you may attend the special meeting virtually and submit a ballot through the virtual meeting platform during the special meeting, as indicated above.

If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote.

Conversion Rights

Any holder of Public Shares may demand that InterPrivate convert such shares into cash in connection with the Business Combination at the applicable conversion price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to InterPrivate to pay its franchise and income tax obligations, by (b) the total number of shares of InterPrivate Common Stock included as part of the InterPrivate Units issued in the IPO. However, InterPrivate will not convert any Public Shares to the extent that such conversion would result in InterPrivate having net tangible assets of less than $5,000,001 upon consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $243.1 million as of September 30, 2020, the estimated per share conversion price would have been approximately $10.07.

Holders of Public Shares are not required to affirmatively vote on the Business Combination Proposal or be holders of Public Shares on the record date in order to exercise conversion rights with respect to such Public Shares. If a holder exercises its conversion rights and the Business Combination is consummated, then InterPrivate will convert such holder’s Public Shares into a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination.

The Sponsor and InterPrivate’s officers and directors will not have conversion rights with respect to any shares of InterPrivate Common Stock owned by them, directly or indirectly.

InterPrivate stockholders who seek to have their Public Shares converted must deliver their shares, either physically or electronically using DTC’s DWAC System, to Continental Stock Transfer & Trust Company, InterPrivate’s transfer agent, no later than two (2) business days prior to the special meeting at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

If you hold the Public Shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the converting InterPrivate stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their Public Shares. Stockholders seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is InterPrivate’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, InterPrivate does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be converted.

Any request to have such Public Shares converted, once made, may be withdrawn at any time prior to the vote on the Business Combination Proposal. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically). You may make such request by contacting InterPrivate’s transfer agent at the phone number or address listed above.

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If the Business Combination is not approved or completed for any reason, then InterPrivate’s Public Stockholders who elected to exercise their conversion rights will not be entitled to have their Public Shares converted. In such case, InterPrivate will promptly return any shares delivered by Public Stockholders.

The closing price of the InterPrivate Common Stock on January 25, 2021, the record date, was $15.71. The cash held in the trust account on such date was approximately $243.1 million ($10.07 per Public Share), less taxes payable. Prior to exercising conversion rights, stockholders should verify the market price of InterPrivate Common Stock as they may receive higher proceeds from the sale of their InterPrivate Common Stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. InterPrivate cannot assure its stockholders that they will be able to sell their InterPrivate Common Stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If you exercise your conversion rights, your shares of InterPrivate Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released to InterPrivate to pay its franchise and income tax obligations. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand conversion.

If the Business Combination Proposal is not approved and InterPrivate does not consummate an initial business combination by November 6, 2021 or obtain the approval of InterPrivate stockholders to extend the deadline for InterPrivate to consummate an initial business combination, it will be required to dissolve and liquidate and the InterPrivate Warrants will expire worthless.

Redemption rights are not available to holders of InterPrivate Warrants in connection with the Business Combination.

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of shares of InterPrivate Common Stock or InterPrivate Warrants in connection with the Business Combination.

Solicitation of Proxies

InterPrivate will pay the cost of soliciting proxies for the special meeting. InterPrivate has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. InterPrivate has agreed to pay Morrow Sodali LLC a fee of $30,000. InterPrivate will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. InterPrivate also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of InterPrivate Common Stock for their expenses in forwarding soliciting materials to beneficial owners of InterPrivate Common Stock and in obtaining voting instructions from those owners. InterPrivate’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

As of the record date, the Sponsor beneficially owned an aggregate of approximately 21.1% of the outstanding shares of InterPrivate Common Stock. The Sponsor has agreed to vote all of its Founder Shares, Private Shares and any Public Shares acquired by it in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus/consent solicitation statement, the Sponsor has not acquired any Public Shares.

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PROPOSALS TO BE CONSIDERED BY INTERPRIVATE’S STOCKHOLDERS
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

THE BUSINESS COMBINATION

The Background of the Business Combination

InterPrivate is a blank check company that was incorporated in Delaware on August 16, 2019, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses. The Business Combination was the result of an extensive search for a potential transaction utilizing the global network and investing and operating experience of our management team and the InterPrivate board of directors. The terms of the Business Combination were the result of extensive arm’s-length negotiations between InterPrivate’s management team, in consultation with its board of directors and financial and legal advisors, the Sponsor, and representatives of Aeva, in consultation with Aeva’s financial and legal advisors.

Aeva’s management team and board of directors, together with its financial and legal advisors, reviewed and evaluated potential strategic opportunities and alternatives with a view to enhancing stockholder value. Such opportunities and alternatives included, among other things, capital markets transactions and possible acquisitions.

The following is a brief description of the background of these negotiations, the Business Combination and related transactions. The following does not purport to catalogue every conversation among representatives of InterPrivate, Aeva and other parties.

On February 10, 2020, InterPrivate consummated its IPO of 24,150,000 InterPrivate Units (after giving effect to the exercise of the underwriter’s over-allotment option) at an offering price of $10.00 per Unit, with each Unit consisting of one share of InterPrivate Common Stock and one-half of one InterPrivate Warrant, resulting in gross proceeds of $241.5 million (before underwriting discounts and commissions and offering expenses).

Prior to the consummation of the IPO, the Sponsor purchased 6,037,500 shares of InterPrivate Common Stock (after various adjustments) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Simultaneously with the consummation of the IPO, InterPrivate sold 501,081 and 116,919 InterPrivate Units in a private placement transaction at a purchase price of $10.00 per Unit to the Sponsor and to the underwriter for the IPO, respectively. As a result of this transaction and after giving effect to the exercise of the underwriter’s over-allotment option, InterPrivate sold a total of 618,000 Private Units to the Sponsor and underwriter, resulting in gross proceeds to InterPrivate of approximately $6,180,000. Each Private Unit sold in the private placement is identical to the InterPrivate Units sold in the IPO, except that the InterPrivate Warrants included in the Private Units: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchasers or any of their permitted transferees.

Prior to the consummation of the IPO, neither InterPrivate, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with InterPrivate.

Our efforts to identify a prospective target business was not limited to a particular industry or geographic region. InterPrivate’s management considered a variety of factors in evaluating prospective target businesses, including, but not limited to, the following:

•        financial condition and results of operation;

•        growth potential;

•        brand recognition and potential;

•        experience and skill of management and availability of additional personnel;

•        capital requirements;

•        competitive position;

•        barriers to entry;

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•        stage of development of the products, processes or services;

•        existing distribution and potential for expansion;

•        degree of current or potential market acceptance of the products, processes or services;

•        proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

•        impact of regulation on the business;

•        regulatory environment of the industry;

•        costs associated with effecting the business combination;

•        industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

•        macro competitive dynamics in the industry within which the company competes.

After our IPO, InterPrivate’s officers and directors commenced an active search for prospective businesses or assets to acquire in an initial business combination. Representatives of InterPrivate were contacted by, and representatives of InterPrivate contacted, numerous individuals, financial advisors and other entities who offered to present ideas for business combination opportunities. InterPrivate’s officers and directors and their affiliates also brought to InterPrivate’s attention target business candidates.

During that period, InterPrivate’s officers:

•        developed a list of more than 100 of potential acquisition candidates;

•        entered into non-disclosure agreements with approximately 39 target companies;

•        had in person, telephonic or email discussions with approximately 50 of those companies, of which approximately 20 were actively pursued (including Aeva) by engaging in significant due diligence and detailed discussions directly with the senior executives and/or shareholders; and

•        submitted indications of interest or letters of intent to eight acquisition candidates (including Aeva).

During this period, InterPrivate had at least 15 meetings with its board of directors to discuss potential targets.

The potential targets that InterPrivate actively pursued covered a variety of industries, including electric vehicle technology solutions, additive manufacturing technology, consumer apparel, electrification solutions, artificial intelligence, e-commerce platforms and business intelligence. InterPrivate’s due diligence on potential targets included reviews of the business’s management, shareholders, business model, valuation, balance sheet and historical and projected financials, in each case to the extent made available, among other diligence reviews. The decision to pursue a business combination with Aeva over other potential targets included, but was not limited to, one or more of the following reasons:

•        a difference in valuation expectations between InterPrivate and the senior executives or stockholders of the other potential targets;

•        the decision by the potential targets to pursue alternative strategic transactions or to postpone their review of strategic alternatives;

•        the maturity of the business of the potential target companies, the companies’ financial performance and other factors identified during InterPrivate’s due diligence review and the presence of other potential business combination opportunities that more closely met InterPrivate’s criteria and guidelines, including Aeva;

•        the level of engagement by, and advanced negotiations and discussions with, Aeva as compared to other potential targets where engagement was more limited and negotiations and discussions did not progress as rapidly;

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•        Aeva’s willingness to enter into the non-binding letter of intent and the mutual exclusivity agreement discussed below on terms that InterPrivate’s directors and officers believed were attractive;

•        InterPrivate’s and its board’s belief, based on their preliminary evaluation and the terms of the non-binding letter of intent, that Aeva was the most attractive potential business combination target that met its key criteria in a target.

In September 2020, representatives of the Aeva management team approached several investment banks to discuss the possibility of pursuing a business combination with a special purpose acquisition company (“SPAC”). On September 17, Aeva entered into an engagement letter with Credit Suisse Securities (USA) LLC (“Credit Suisse”), following which Credit Suisse advised the management team of Aeva with respect to identifying and evaluating potential business combination transactions with SPAC counterparties.

Between September 18, 2020 and September 21, 2020, representatives of the Aeva management team and Credit Suisse participated in telephonic and virtual meetings with 2 possible SPAC transaction counterparties (including InterPrivate) to discuss a potential business combination transaction. On September 20, 2020, Aeva received a letter of intent from one other SPAC counterparty with which Aeva had held meetings regarding a potential business combination transaction.

InterPrivate decided to pursue a combination with Aeva because it determined that Aeva represented a compelling opportunity based upon Aeva’s innovative perception solutions for autonomous vehicles and a variety of different consumer, consumer health and industrial applications, the professional backgrounds of its founders and a significant growth opportunity.

On September 2, 2020, a representative of Lux Capital made a mutual introduction to Ahmed Fattouh and Aeva’s president and chief executive officer, Soroush Salehian. Later that day, Mr. Fattouh provided an overview of InterPrivate’s team to Mr. Salehian, and the two exchanged email correspondence to set up a meeting. Due to the COVID-19 pandemic and shelter in place orders, all meetings and calls were held by videoconference.

On September 3, 2020, InterPrivate’s management held a meeting to discuss its current pipeline of acquisition candidates, including Aeva. At this meeting, Brian Pham, our Senior Vice President, summarized conversations regarding Aeva that he had conducted with the principals of certain venture capital firms who were familiar with Aeva’s business.

On September 4, 2020, Mr. Salehian and InterPrivate’s team, including Mr. Fattouh, Mr. Pham and Alan Pinto, our Senior Vice President, had a meeting in which Mr. Salehian and other members of the Aeva team provided an overview of Aeva’s business, its growth prospects and plans for a possible business combination transaction. The initial call was productive, and the parties agreed to continue their interactions regarding a possible transaction.

On September 4, 2020, InterPrivate arranged a call with representatives of Morgan Stanley regarding Aeva’s business and its suitability as a potential acquisition candidate. The parties also discussed the possibility of engaging Morgan Stanley as InterPrivate’s financial advisor for a transaction with Aeva.

At this time and during the following weeks, InterPrivate continued to pursue alternative business combination targets and engaged in significant discussions with senior management and bankers from other companies. These meetings included detailed management presentations from nine other potential acquisition targets during the first two weeks of September 2020.

On September 5, 2020, Mr. Salehian contacted Mr. Fattouh to schedule an additional meeting and proposed executing a non-disclosure agreement with InterPrivate. InterPrivate and Aeva executed a non-disclosure agreement on September 12, 2020.

During the week of September 7, 2020, Mr. Fattouh spoke with Matthew Luckett and Jeffrey Harris, two of InterPrivate’s independent directors, regarding management’s positive assessment of Aeva’s business and growth prospects in light of InterPrivate’s investment criteria and guidelines.

On September 8, 2020, representatives of Morgan Stanley and Mr. Fattouh, Mr. Pham, Mr. Pinto and Minesh Patel, our Vice President, held a meeting to discuss Aeva’s business in greater detail, including appropriate valuation metrics and capital markets considerations, as well as the possibility of engaging Morgan Stanley as InterPrivate’s financial advisor. Concurrently with these discussions, Brandon Bentley, our General Counsel, conducted meetings with multiple

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external law firms to evaluate their capabilities in areas relevant to Aeva’s business and transactions of the nature under discussion. Following these meetings, InterPrivate appointed Greenberg Traurig, LLP (“Greenberg”) as its legal counsel.

On September 9, 2020, Aeva held a meeting with representatives of Morgan Stanley and InterPrivate at which Aeva gave a presentation regarding its current and planned business and its views regarding a potential business combination transaction. After the meeting, InterPrivate met with representatives of Morgan Stanley to continue their discussions regarding valuation metrics and the potential receptivity of the public markets to a transaction with Aeva.

On September 13, 2020, Mr. Salehian provided access to a virtual data room containing additional due diligence materials for InterPrivate’s review, including a full financial model. Also on September 13th, Mr. Salehian and InterPrivate conducted a meeting to discuss the possibility of a transaction as well as further due diligence matters, including an investment presentation provided by Aeva in advance of the meeting and to discuss Aeva’s financial model and business strategy in further detail. Following the meeting, representatives of InterPrivate began populating an internal data room with additional due diligence materials to facilitate review by members of its investment team, its board of directors and its advisors.

On September 15, 2020, InterPrivate had a meeting with representatives of Aeva, including Mr. Salehian and Aeva’s other founder, Mina Rezk. During this meeting, the parties continued their discussions regarding the terms of a possible business combination transaction and technical due diligence matters, including production relationships, Aeva’s 4D LiDAR on chip technology and perception solutions developed on silicon photonics and their applications in automotive, consumer electronics, consumer health, industrial and security markets. At that point it became clear to InterPrivate that Aeva met InterPrivate’s criteria and guidelines for possible targets.

Later in the day on September 15th, Mr. Fattouh and the other members of InterPrivate’s management held an internal meeting to discuss their assessment of Aeva, the terms of a potential transaction and their estimates of Aeva’s enterprise value, including factors such as the value of comparable companies in Aeva’s industry and the strength of Aeva’s growth prospects as the overall U.S. economy began to re-open from the COVID-19-related shutdown that occurred earlier in 2020. InterPrivate’s management also discussed the impact of the upcoming U.S. elections in November and the potential for market disruptions arising from a disputed outcome in the presidential election. The team also discussed the potential for regulatory changes relevant to Aeva’s industry that may arise under either a Trump administration or Biden administration.

On September 15, 2020, Mr. Bentley contacted the members of InterPrivate’s board of directors to provide them with access to InterPrivate’s internal data room and a copy of Aeva’s investment presentation. Also on September 15th, Mr. Fattouh contacted the members of InterPrivate’s board of directors to update them on the discussions with Aeva.

During the week of September 14, 2020, InterPrivate began working on a draft term sheet for the transaction. Also during this week, Mr. Fattouh and Mr. Pham continued their conversations with representatives of Morgan Stanley regarding engaging the firm as InterPrivate’s financial advisor to provide financial advice on a potential transaction with Aeva as well as advice on the industry generally and the potential reception that a combination with Aeva would have in the public markets. Mr. Fattouh and Mr. Pham also discussed with Morgan Stanley the feasibility of executing a pre-closing “PIPE” to support the potential transaction.

On September 17, 2020, Mr. Fattouh, Mr. Pham, Mr. Pinto and Matthew Luckett, a member of InterPrivate’s board of directors, held a meeting to review Aeva’s business and management’s due diligence to date as well as the possibility of submitting a non-binding letter of intent. The following day, Mr. Salehian and Mr. Rezk held a management presentation meeting with Mr. Fattouh, Mr. Pham, Mr. Pinto and Mr. Patel as well as each of InterPrivate’s independent directors.

During the meeting, the parties discussed Aeva’s business, the general terms of a potential transaction and certain potential competitive advantages related to Aeva’s technology in contrast to legacy LiDAR. Later that day, Mr. Fattouh communicated with Mr. Luckett and InterPrivate’s two other independent directors, Jeffrey Harris and Pietro Cinquegrana regarding Aeva. The parties discussed management’s favorable assessment of Aeva in comparison to other acquisition candidates, the submission of an initial non-binding letter of intent and related deal terms, including valuation parameters and comparable companies, and market conditions. The parties agreed that Aeva satisfied InterPrivate’s investment criteria and guidelines and supported submitting an initial draft letter of intent to Aeva.

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Based on the discussions and negotiations with other potential targets, Aeva emerged as a frontrunner with which to pursue a business combination.

Following the meeting with Aeva and Mr. Fattouh’s discussions with InterPrivate’s independent directors, on September 17, 2020, Mr. Fattouh submitted a non-binding letter of intent to Aeva and Credit Suisse, Aeva’s financial advisor. The draft term sheet included with the letter of intent contemplated entering into a business combination between InterPrivate and Aeva for aggregate consideration based on a pre-money enterprise value of Aeva of between $1.5 billion and $2.25 billion. The term sheet also contemplated that InterPrivate would enter into subscription agreements for the private placement of at least $100 million of its common stock, or PIPE transaction, which would close simultaneously with the closing of the business combination and the proceeds of which, together with the amounts retained in InterPrivate’s trust account, would total at least $150 million. The term sheet stated that all terms were subject to ongoing due diligence by the parties. The term sheet also included provisions for a portion of the founder shares held by the Sponsor to be subject to an earnout and provided for a period of exclusivity for the parties to negotiate the transaction agreements. Following the later negotiations with potential PIPE investors described below, the parties determined the earnout was not necessary.

On September 18, 2020, InterPrivate’s board of directors met to continue their discussions regarding Aeva. During this meeting, the parties discussed their evaluation of Aeva to date, the draft letter of intent that had been submitted to Aeva and the process for continued due diligence.

Later in the day on September 18, 2020, a representative from Credit Suisse sent InterPrivate a list of process and transaction-related questions outlining certain issues on which Aeva’s management and board identified as important considerations and had requested clarity from InterPrivate. The issues included, among other things, InterPrivate’s valuation of Aeva; the sizing, structure and syndicate of a PIPE transaction; the broader marketing plan for interacting with InterPrivate’s existing shareholder base and a PIPE transaction as well as the general marketing of the transaction; sources and uses of any cash proceeds; pro forma ownership of the post-transaction entity; governance; timing of a PIPE transaction and transaction close; due diligence considerations; and exclusivity.

On September 19, 2020, Mr. Fattouh and other members of InterPrivate’s management had a meeting with Mr. Salehian and Mr. Rezk to discuss the letter of intent previously submitted. Later that day, InterPrivate provided additional details regarding its offer in response to the questionnaire received the previous day, including information concerning the transaction structure, sponsor economics, governance and timing.

On September 20, 2020, Credit Suisse submitted a revised version of the letter of intent to InterPrivate. The revised version generally addressed:

•        The details of the vesting provisions included in InterPrivate’s prior version of the letter of intent, specifically that (i) the portion of the Sponsor’s Founder Shares subject to the earnout would vest if the closing price of the combined company’s common stock equals or exceeds $12.00 for any 20 trading days in any consecutive 30-day trading period during the five-year period following the closing of the business combination (the “measurement period”); and (ii) the measurement period would not commence until the date that is 150 days following closing;

•        Clarifications regarding the stockholder approval requirements;

•        The approval and adoption of a new equity incentive plan for management of Aeva;

•        The responsibility for transaction related expenses, specifically that InterPrivate would be responsible for (i) fees and expenses incurred in connection with the preparation and filing of the proxy statement and the listing of the shares, other than fees and expenses of advisors; (ii) one-half of the fees required under the HSR Act; (iii) filing fees in connection with any other governmental approvals and (iv) transfer taxes;

•        The agreement of InterPrivate and Aeva to use their reasonable best efforts to consummate the business combination, including with respect to the receipt of any required regulatory or third party approvals or waivers;

•        The nature of the representations and warranties and closing conditions to be included in the definitive business combination agreement;

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•        The agreement to reduce the minimum cash condition from $200 million to $150 million;

•        The establishment of March 31, 2021 as the outside date for the closing of the transaction, after which either party could be entitled to terminate the business combination agreement;

•        Details regarding governance, specifically that (i) the board of the combined company upon completion of the business combination would consist of five directors, consisting of (A) two directors designated by Aeva (and who were to be Mr. Salehian and Mr. Rezk); (ii) one independent director designated prior to the closing by Lux, an existing Aeva stockholder; (iii) one independent director designated prior to the closing by Canaan, an existing Aeva stockholder (and who was to be Mr. Simonian); and (iv) one independent director to be designated by InterPrivate;

•        The mechanics for providing InterPrivate access to the materials it required to complete its due diligence;

•        The nature of Aeva’s exclusivity obligations and the parties’ respective confidentiality obligations.

On September 20th and September 21, 2020, there were continued negotiations between Mr. Fattouh and Mr. Salehian on high level commercial terms and the exclusivity, minimum proceeds and timing provisions of the letter of intent and the proposed transaction.

In light of the progress InterPrivate and Aeva made through their discussions of the commercial terms of the letter of intent, InterPrivate decided to discontinue discussions with other potential targets other than Aeva after conducting further due diligence on the potential targets.

Also on September 20, 2020, the Aeva Board of Directors held a telephonic and virtual meeting, which was attended by representatives of the Aeva management team and Credit Suisse. At the meeting, a representative of Credit Suisse presented an overview of the terms of the letter of intent and the other letter of intent Aeva had received from an interested SPAC counterparty. Following such overview, the Aeva Board of Directors and representatives of the Aeva management team and Credit Suisse compared the terms of, and discussed certain considerations relating to, pursuing a business combination transaction with each interested party, including, among other things, comparing potential valuations of the combined companies, the total cash held in trust by each interested party and any financing transactions such parties proposed pursuing in connection with a potential business combination, exclusivity, governance matters and the transaction timeline proposed by each interested party. Following such discussion, the Aeva Board of Directors approved the InterPrivate letter of intent and authorized the Aeva management team to pursue a business combination with InterPrivate.

On September 21, 2020, Greenberg submitted a revised non-binding letter of intent on behalf of InterPrivate to Aeva and its external legal counsel, Latham & Watkins LLP (“Latham”). The revised letter of intent (i) clarified the scope of Aeva’s and InterPrivate’s representations and warranties; (ii) included a provision that the parties would mutually determine in the context of finalizing the definitive business combination agreement the amount of the cap applicable to InterPrivate’s non-transaction related liabilities at closing; and (ii) amended the exclusivity provision to add an obligation for Aeva to notify InterPrivate promptly should Aeva receive a proposal from another party regarding an alternative transaction.

Later that day, InterPrivate was informed by Latham that InterPrivate’s proposal was acceptable to Aeva, and the parties executed the non-binding letter of intent, which included an obligation of each of InterPrivate and Aeva to negotiate exclusively with each other regarding a potential transaction for a period from September 21, 2020 to October 21, 2020, and to use commercially reasonable efforts to enter into a definitive agreement for a business combination by October 19, 2020, subject to the completion of due diligence. The executed letter of intent contemplated entering into a business combination between InterPrivate and Aeva for aggregate consideration based on a pre-money enterprise value of Aeva of between $1.5 billion and up to $2.25 billion.

Also on September 21, 2020, Mr. Bentley and representatives of Latham and Greenberg had a meeting to discuss the preparation of the business combination agreement and related legal documents, as well as related issues, including the legal due diligence process and Aeva’s progress in engaging an independent auditor and the preparation of financial statements under PCAOB standards.

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During the week of September 21, 2020, Morgan Stanley and InterPrivate began work on a private placement roadshow deck with Credit Suisse and Aeva’s executives.

On September 22, 2020, representatives of InterPrivate, Aeva and Credit Suisse held a call to discuss marketing documents, timeline and investor targeting for the PIPE. Later in the week, InterPrivate, Aeva and outside counsel for each company began discussing the wall cross procedures to allow potential interested investors to consider participation in the PIPE as part of the transaction. In addition, later during the week, InterPrivate began to confidentially contact potential investors in the PIPE transaction.

Also during this period, InterPrivate continued its discussions with Morgan Stanley regarding engaging Morgan Stanley as InterPrivate’s financial advisor and also engaging Morgan Stanley as a placement agent for the PIPE transaction. InterPrivate and Credit Suisse also discussed InterPrivate engaging Credit Suisse to serve as a placement agent for the PIPE during this time.

On September 23, 2020, InterPrivate, Greenberg, Latham, Credit Suisse and Morgan Stanley held a call to discuss Aeva’s audit timeline in relation to the proposed transaction timeline, as well as general matters relating to accounting and auditor due diligence. Later in the day on September 23, 2020, InterPrivate, Credit Suisse and Morgan Stanley had a call with Morrison & Foerster LLP, Aeva’s outside counsel since its inception for corporate and intellectual property matters. On the call, the parties discussed legal due diligence, corporate governance matters and intellectual property matters.

On September 24 and September 25, 2020, InterPrivate, Greenberg, Latham, Credit Suisse, Morgan Stanley and Aeva held multiple conference calls to discuss intellectual property and technical due diligence matters as well as business and financial diligence.

On September 26, 2020, Mr. Fattouh and Mr. Harris discussed marketing considerations and the potential positioning of Aeva for the PIPE transaction as well as general matters related to the transaction process.

During the week of September 28, 2020, InterPrivate, Aeva, Credit Suisse and Morgan Stanley continued to refine the presentation materials for the PIPE transaction and develop a list of potential investors. During this period, Greenberg and Latham exchanged drafts of the subscription agreement for the PIPE transaction.

During the week of September 28, 2020 and the first week of October, InterPrivate continued its discussions with Morgan Stanley and Credit Suisse regarding engaging the firms as placement agents for the PIPE transaction as well as, in the case of Morgan Stanley, InterPrivate’s financial advisor. These discussions resulted in InterPrivate entering into an engagement agreement with Morgan Stanley for financial advisory services as well as agreements between InterPrivate and each of Credit Suisse and Morgan Stanley to serve as co-placement agents for the PIPE transaction.

During the weeks of October 5, 2020 and October 12, 2020, members of management of InterPrivate and Aeva and their advisors began engaging in confidential discussions with potential investors in the PIPE. During this period, representatives of InterPrivate and Aeva and their advisors engaged in discussions regarding governance, lockup periods, investor participation in the PIPE, subscription terms and the process to exchange drafts of the Business Combination Agreement. On October 15, 2020, Greenberg provided an initial draft of the Business Combination Agreement to Latham, the proposed terms of which Latham began to review with Aeva.

On October 9, 2020, InterPrivate, with representatives of Greenberg present, held a telephonic meeting of its board of directors to discuss progress related to a potential merger transaction with Aeva, as well as an update on the investor commitment for the PIPE. At this meeting, InterPrivate’s board of directors approved continuing to proceed toward a merger transaction with Aeva, including continuing to negotiate the Business Combination Agreement and related documents.

During approximately the first two weeks of October 2020, InterPrivate began to assemble a number of industry experts to advise with respect to the LiDAR market, in particular FMCW technology as compared to ToF, the competitive landscape specifically for FMCW, and Aeva’s technical specifications, including its silicon photonics LiDAR on a Chip approach.

During the week of October 19, 2020, the form of the subscription agreement for the PIPE was finalized.

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During the weeks of October 19, 2020 and October 26, 2020, representatives of InterPrivate, Aeva, Morgan Stanley and Credit Suisse continued confidential investor meetings and provided a draft subscription agreement for the PIPE to certain interested investors. During this period, representatives of Aeva and InterPrivate had multiple calls to discuss the terms of the transaction and the provisions of the Business Combination Agreement. Latham and Greenberg also exchanged updated drafts of the Business Combination Agreement and certain related documents and agreements during this period. In addition, Greenberg and certain of the potential PIPE investors exchanged revised drafts of the form of subscription agreement for the PIPE.

Ultimately, after receiving investor feedback as part of the PIPE process, InterPrivate and Aeva agreed to a combined company valuation of $1.7 billion, which was consistent with InterPrivate’s evaluation of the business, comparable companies in analogous markets and feedback from its financial advisors about the then-current view of high growth companies in the public markets.

Also during the weeks of October 19, 2020 and October 26, 2020, InterPrivate’s technical consultant and representatives of InterPrivate conducted third party checks.

On October 26, 2020, Mr. Fattouh visited Aeva’s facilities to conduct business due diligence.

On October 26, 2020, Mr. Pham, Mr. Fattouh, Mr. Pinto, Mr. Patel and a representative of InterPrivate’s technical advisor had a conference call with an Aeva customer for the purpose of independently validating Aeva’s technology and to conduct related business due diligence. Also during this period, members of InterPrivate’s management team held reference calls with two significant investors in Aeva, Canaan Partners and Lux Capital.

On October 29, 2020, InterPrivate and its board of directors held a telephonic meeting to discuss the status of the transaction and the key terms of the Business Combination Agreement. The InterPrivate board of directors was unanimously supportive of continuing to negotiate the Business Combination Agreement.

On November 1, 2020, InterPrivate’s board of directors, with representatives of Greenberg and Morgan Stanley present, met telephonically to discuss the transaction, including a detailed discussion of the form of the Business Combination Agreement and the related transaction documents. The board of directors reviewed the proposed terms of the Business Combination Agreement and other related transaction agreements that had been negotiated with Aeva and its representatives. The board of directors then discussed other factors including those described below under the caption “— InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination.” At the end of the meeting, the Business Combination Agreement and related documents and agreements were unanimously approved by InterPrivate’s board of directors, subject to final negotiations and modifications, and the board determined to recommend the approval of the Business Combination Agreement.

The Business Combination Agreement and related documents and agreements were executed on November 2, 2020. Prior to the market open on November 2, 2020, InterPrivate and Aeva issued a joint press release announcing the execution of the Business Combination Agreement and InterPrivate filed with the SEC a Current Report on Form 8-K announcing the execution of the Business Combination Agreement.

The parties have continued and expect to continue regular discussions in connection with, and to facilitate, the consummation of the Business Combination.

InterPrivate’s Board of Directors’ Reasons for the Approval of the Business Combination

As described under “— The Background of the Business Combination” above, InterPrivate’s board of directors, in evaluating the Business Combination, consulted with InterPrivate’s management and financial and legal advisors. In reaching its unanimous decision to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, InterPrivate’s board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the combination, InterPrivate’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. InterPrivate’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

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This explanation of InterPrivate’s reasons for the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the InterPrivate board of directors reviewed the results of the due diligence conducted by our management, which included:

•        extensive meetings and calls with Credit Suisse and Aeva’s management to understand and analyze Aeva’s business and to understand Aeva’s final financial models and forecasts;

•        consultation with industry experts regarding (i) the market for LiDAR technology; (ii) the potential differentiation between LiDAR technology and similar industry categories; (iii) the nature and range of LiDAR applications, including its potential impact on the automotive industry; and (iv) the competitive landscape in the LiDAR industry;

•        consultation with InterPrivate’s legal and financial advisors;

•        review of Aeva’s material contracts and financial, tax, legal, accounting, environmental, and intellectual property due diligence

•        review of Aeva’s financial statements;

•        research on comparable public companies;

•        research on comparable transactions; and

•        reviews of certain projections provided by Aeva.

In approving the combination, InterPrivate’s board of directors did not obtain a fairness opinion. The officers and directors of InterPrivate have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with experience and sector expertise of Morgan Stanley, enabled them to make the necessary analyses and determinations regarding the Business Combination.

InterPrivate’s management also considered a comparable company analysis to assess the potential value that the public markets would likely ascribe to Aeva, and this analysis was presented to InterPrivate’s board. These companies were selected by InterPrivate and its financial advisor as publicly traded companies having businesses that were considered, in certain respects, to be similar to the combined company’s business.

InterPrivate looked at several categories of potentially comparable companies, including computing platforms (Nvidia Corporation and Xilinx, Inc.), vision-based software-rich solutions (Mobileye and Ambarella, Inc.), the disruptive automotive-technology company, Tesla, Inc., and traditional LiDAR companies (Luminar Technologies, Inc. and Velodyne Lidar, Inc.).

Management presented to InterPrivate’s board of directors the enterprise value (EV) divided by revenue and EBITDA of each of the selected companies. Estimates were based on publicly available consensus research analysts’ estimates from FactSet and S&P Capital IQ and other publicly available information as of October 23, 2020, or as of September 30, 2020 in the case of Luminar, as of July 1, 2020 for Velodyne and as of its pre-announcement date of March 10, 2017 for Mobileye.

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(CY2021 estimates unless otherwise indicated)

 

EV/Revenue

 

EV/EBITDA

Aeva(1)

 

2.0x

 

5.2x

     

Computing Platforms

    

Nvidia

 

17.9x

 

36.0x

Xilinx

 

8.3x

 

25.5x

Median

 

13.1x