Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release issued on January 19, 2021 by Aeva, Inc.,
a Delaware corporation ("Aeva").
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the previously announced Business
Combination Agreement (the "BCA"), dated as of November 2, 2020, among Aeva,
InterPrivate Acquisition Corp., a Delaware corporation ("InterPrivate") and WLLY
Merger Sub Corp., a Delaware corporation and wholly-owned direct subsidiary of
InterPrivate (the "Merger" and, together with the other transactions related
thereto, the "Proposed Transaction"). In connection with the Proposed
Transaction, InterPrivate filed a registration statement on Form S-4 with the
SEC on December 3, 2020 (as amended on January 14, 2021), which included a proxy
statement of InterPrivate, a consent solicitation statement of Aeva and a
prospectus of InterPrivate. The proxy statement/consent solicitation
statement/prospectus will be sent to all InterPrivate and Aeva stockholders.
InterPrivate also will file other documents regarding the Proposed Transaction
with the SEC. Before making any voting decision, investors and security holders
of InterPrivate and Aeva are urged to read the registration statement, the proxy
statement/consent solicitation statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
Proposed Transaction as they become available because they will contain
important information about the Proposed Transaction.
Investors and security holders may obtain free copies of the proxy
statement/consent solicitation statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by InterPrivate through the
website maintained by the SEC at www.sec.gov. In addition, the documents filed
by InterPrivate may be obtained free of charge from InterPrivate's website at
https://ipvspac.com/sec-filings/ or by written request to InterPrivate at
InterPrivate Acquisition Corp., 1350 Avenue of the Americas, New York, NY
10019.
Participants in Solicitation
InterPrivate and Aeva and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from InterPrivate's
stockholders in connection with the Proposed Transaction. Information regarding
the interests of those persons and other persons who may be deemed participants
in the Proposed Transaction may be obtained by reading the proxy
statement/consent solicitation statement/prospectus regarding the Proposed
Transaction. You may obtain a free copy of these documents as described in the
preceding paragraph.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Transaction between Aeva and InterPrivate. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including, but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of InterPrivate's
securities, (ii) the risk that the transaction 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,
(iii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the BCA by the stockholders of
InterPrivate and Aeva, the satisfaction of the minimum trust account amount
following redemptions by InterPrivate's public stockholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a third party
valuation in determining whether or not to pursue the Proposed Transaction, (v)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the BCA, (vi) the effect of the announcement or pendency
of the transaction on Aeva's business relationships, performance, and business
generally, (vii) risks that the Proposed Transaction disrupts current plans of
Aeva and potential difficulties in Aeva employee retention as a result of the
Proposed Transaction, (viii) the outcome of legal proceedings instituted against
Aeva or InterPrivate related to the BCA or the Proposed Transaction, (ix) the
ability to maintain the listing of InterPrivate's securities on the New York
Stock Exchange, (x) 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, (xi) the ability to implement
business plans, forecasts, and other expectations after the completion of the
Proposed Transaction, and identify and realize additional opportunities, (xii)
the risk of downturns and the possibility of rapid change in the highly
competitive industry in which Aeva operates, (xiii) 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, (xiv) the risk that Aeva may never achieve or sustain profitability;
(xv) the risk that Aeva will need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or at all; (xvi)
the risk that the post-combination company experiences difficulties in managing
its growth and expanding operations, (xvii) the risk that third-parties
suppliers and manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory lawsuits or
proceedings relating to Aeva's products and services, and (xix) the risk that
Aeva is unable to secure or protect its intellectual property and (xx) the risk
that the post-combination company's securities will not be approved for listing
on the New York Stock Exchange or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of InterPrivate's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, the registration statement on Form S-4 and proxy statement/consent
solicitation statement/prospectus discussed above and other documents filed by
InterPrivate from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and Aeva and InterPrivate assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Aeva nor InterPrivate gives any assurance
that either Aeva or InterPrivate will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Proposed Transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of InterPrivate, Aeva or Merger
Sub, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or
exemptions therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 19, 2021.
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