IPV InterPrivate Acquisition Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 12, 2021

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EXPLANATORY NOTE

Aeva Technologies, Inc. (the “Company”) is filing this Form 8-K/A (“Form 8-K/A” or “or this “Amendment””) to amend our Current Report on Form 8-K, originally filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2021 (“Original Report”), to replace Exhibit 99.4 from the Original Report due to the restatement of InterPrivate Acquisition Corp., a Delaware corporation and our predecessor company (“InterPrivate”), financial statements and related footnote disclosures as of and for the year ended December 31, 2020.

Restatement Background

On March 12, 2021, Aeva, Inc. and InterPrivate, a special purpose acquisition company, closed their merger. Immediately following the merger, InterPrivate changed its name to Aeva Technologies, Inc.

On April 12, 2021, the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In light of the SEC Staff Statement, the Company’s management further evaluated its private placement warrants under Accounting Standards Codification 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”), which addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock.

Based on management’s evaluation, the Audit Committee of our Board of Directors, in consultation with management, concluded that the Company’s private placement warrants are not indexed to the Company’s common stock in the manner contemplated by ASC 815-40. As a result, the Company should have classified the private placement warrants as derivative liabilities measured at their estimated fair values at the end of each reporting period and recognized changes in the estimated fair value of the derivative instruments from the prior period in the Company’s operating results for the current period.