x~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

¨~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Check~~Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~May 12, 2020, 31,055,500~~ November 1, 2022, the registrant had 218,230,729shares of common stock, $0.0001 par value ~~$0.0001~~ per share, ~~were issued and~~ outstanding.

~~The accompanying notes are an integral part of the unaudited condensed financial statements.~~

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

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

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

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

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 555,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement to InterPrivate Acquisition Management LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $5,550,000, which is described in Note 4.

Following the closing of the Initial Public Offering on February 6, 2020, an amount of $210,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) located in the United States, which will be invested in U.S. government securities, within the meaning ~~set forth in~~of Section ~~2(a)(16)~~27A of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below.

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

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

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

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 5), Representative Shares (as defined in Note 7), Private Shares (as defined in Note 4) and any Public Shares purchased after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

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

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

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”)., and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, the expected impact of the COVID-19 pandemic on our operations, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the ~~event~~forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that ~~an executed waiver~~the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

On March 12, 2021 (the “Closing Date”), Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination.

The Company’s common stock and warrants are now listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

Basis of Presentation

The Business Combination is accounted for as a reverse recapitalization as the pre-combination Aeva was determined to be the accounting acquirer under Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The determination is primarily based on the evaluation of the following facts and circumstances:

•

the equity holders of the pre-combination Aeva hold the majority of voting rights in the Company;

•

the board of directors of the pre-combination Aeva represent a majority of the members of the board of directors of the Company;

•

the senior management of the pre-combination Aeva became the senior management of the Company; and

•

the operations of the pre-combination Aeva comprise the ongoing operations of the Company.

In connection with the Business Combination, outstanding capital stock of the pre-combination Aeva was converted into common stock of the Company, par value $0.0001 per share, representing a recapitalization, and the net assets of the Company were acquired at historical cost, with no goodwill or intangible assets recorded. The pre-combination Aeva was deemed to be ~~unenforceable against a third party,~~ the ~~Insiders will not be responsible~~predecessor of the Company, and the consolidated assets and liabilities and results of operations prior to the ~~extent~~Closing Date are those of ~~any liability for such third-party claims.~~the pre-combination Aeva. The ~~Company will seek~~shares and corresponding capital amounts and net loss per share available to ~~reduce~~common stockholders, prior to the ~~possibility that~~Business Combination, have been retroactively restated as shares reflecting the Insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies heldexchange ratio established in the ~~Trust Account.~~BCA. The number of shares of preferred stock was also retroactively converted into common shares based on the exchange ratio.

Unaudited Interim Financial Statements

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

~~NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

~~Basis of Presentation~~

The ~~accompanying unaudited~~ condensed consolidated financial statements ~~have been~~are prepared in accordance with accounting principles generally accepted in the United States of America ~~(“GAAP”~~("U.S. GAAP") ~~for interim~~. The condensed consolidated financial ~~information~~statements include the accounts of the Company’s wholly-owned subsidiaries.All intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in ~~accordance with~~ the ~~instructions~~opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to ~~Form 10-Q and Article 10 of Regulation S-X of~~present fairly the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation ofCompany’s financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating resultscomprehensive loss and cash flows for the periods ~~presented.~~

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 30, 2020, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented, ~~in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three months ended March 31, 2020~~but are not necessarily indicative of the results of operations to be ~~expected for the year ending December 31, 2020 or~~anticipated for any future annual or interim ~~periods.~~period.

Principal of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

~~Emerging Growth~~

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of September 30, 2022, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $350.8 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $267.6 million as of September 30, 2022. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents and marketable

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securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

The Company is ~~an “emerging growth company,” as defined~~subject to those risks common in ~~Section 2(a) of~~ the ~~Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),~~technology industry and ~~it may take advantage of certain exemptions from various reporting requirements that are applicable~~also those risks common to ~~other public companies that are not emerging growth~~early-stage companies including, but not limited to, the possibility of not being ~~required~~able to ~~comply~~successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the ~~independent registered public accounting firm attestation requirements~~possibility of ~~Section 404~~not being able to obtain additional financing when needed.

The COVID-19 pandemic has disrupted everyday life and markets worldwide, leading to significant business and supply-chain disruption, as well as broad-based changes in supply and demand. While the quarantine, social distancing and other regulatory measures instituted or recommended in response to COVID-19 are expected to be temporary, the duration of the ~~Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports~~business disruptions, and ~~proxy statements,~~related financial impact, cannot be estimated at this time. Nevertheless, COVID-19 presents material uncertainty and ~~exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.~~

~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required~~risk with respect to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, ~~as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of~~its performance, and its financial results and could adversely affect the Company’s financial ~~statement~~information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. Risks associated with ~~another public company which is neither an emerging growth company nor an emerging growth company which has opted out~~cash and cash equivalents are mitigated by banking with creditworthy institutions and the Company’s marketable securities having investment-grade ratings when purchased.

The Company’s accounts receivable are derived from customers located in the United States, Asia, and EMEA. The Company mitigates its credit risks by performing ongoing credit evaluations of ~~using the extended transition period difficult or impossible because~~its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

As of September 30, 2022, two customers accounted for 82% of the ~~potential differences in accounting standards used.~~accounts receivable. As of December 31, 2021, one customer accounted for 90% of accounts receivable. As of September 30, 2022, one vendor accounted for 45% of accounts payable. As of December 31, 2021, two vendors accounted for 37% of accounts payable.

Use of Estimates

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

~~Making~~periods. Significant items subject to such estimates ~~requires management to exercise significant judgment. It is at least reasonably possible that~~and assumptions include professional services revenue, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property and equipment, valuation of inventory, useful lives of intangible assets, accrued liabilities, incremental borrowing rate for leases, and the ~~estimate~~valuation of the ~~effect of a condition, situation or set of circumstances~~private warrants. The Company bases its estimates on historical experience and also on assumptions that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actualit believes are reasonable. Actual results could differ ~~significantly~~ from those ~~estimates.~~estimates, and such differences could be material to the Company’s financial condition and results of operations.

Fair Value of Financial Instruments

The Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Leases

The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) using the modified retrospective approach with a cumulative-effect adjustment as of January 1, 2021. Upon adoption of Topic 842, the Company recorded operating right-of-use assets of $1.7 million and operating lease liabilities of $1.7 million and derecognized the deferred rent liability of $0.1 million. Prior period amounts have not been

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adjusted and continue to be reported in accordance with the Company’s historical accounting under previous lease guidance, ASC 840: Leases (Topic 840).
The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent. The lease term at the commencement date is determined by considering whether renewal options and termination options are reasonably assured of exercise.
Rent expense for operating leases is recognized on a straight-line basis over the lease term and is included in operating expenses on the condensed consolidated statements of operations and comprehensive loss. Variable lease payments include lease operating expenses.
The Company elected to exclude from its balance sheets recognition of leases having a term of 12 months or less (short-term leases) and elected to not separate lease components and non-lease components for its long-term real estate leases.

Cash and Cash ~~Equivalents~~Equivalent and Marketable Securities

The Company considers all ~~short-term~~highly liquid investments purchased with ~~an original~~a remaining maturity of three months or less ~~when purchased~~ to be cash equivalents. Marketable securities have been classified as available-for-sale and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. The Company ~~did~~determines the appropriate classification of its investments at the time of purchase.

The Company evaluates, on a quarterly basis, its marketable securities for potential impairment. For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others. If credit loss exists, the Company assesses whether it has plans to sell the security or it is more likely than not ~~have~~it will be required to sell any ~~cash equivalents~~marketable security before recovery of its amortized cost basis. If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net.

If neither condition is met, declines as a result of ~~March 31, 2020~~credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net. Any portion of the unrealized loss that is not a result of a credit loss, is recognized in other comprehensive loss. Realized gains and losses, if any, on marketable securities are included in other income, net. The cost of investments sold is based on the specific identification method. Interest on marketable securities is included in interest income.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for doubtful accounts quarterly based on historical experience with each customer and the specifics of each arrangement. As of September 30, 2022, and December 31, ~~2019.~~2021, the Company did not have an allowance for doubtful accounts or write-offs.

Inventories

Inventories consist of raw materials and supplies, work in process, and finished goods. Inventories are stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out basis. Net realizable value is determined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. The Company assesses inventories quarterly for slow-moving products and potential impairment, and records write-downs of inventories to cost of revenue.

Deferred Transaction Costs

The Company capitalized qualified legal, accounting, and other direct costs related to the Business Combination which were deferred until completion of the Business Combination. In March 2021, upon the completion of the Business Combination, all deferred costs were offset against the proceeds from the Business Combination and the PIPE financing.

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Property, Plant, and Equipment

Property, plant, and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Assets are held as construction in progress until placed into service, upon which date the Company begins to depreciate the assets over their estimated useful lives. The estimated useful lives of the Company’s assets are as follows:


		Estimated useful lives
Computer equipment		3 years
Lab equipment		5 years
Manufacturing equipment		4 years
Testing equipment		3 years
Leasehold improvements		Lesser of estimated useful life or remaining lease term
Furniture and fixtures		5 years

~~INTERPRIVATE ACQUISITION CORP.~~

Expenditures for repairs and maintenance are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the statement of operations.

Impairment of Long-Lived Assets

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~Long-lived assets, such as property and equipment and other long-term assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value.

Product Warranty

~~MARCH~~The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized. These estimates are based on historical warranty experience and any known or expected changes in warranty exposure, such as trends of product reliability and costs of repairing and replacing defective products. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Provision for product warranties was immaterial for all periods presented.

Revenue Recognition

The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers, and the related amendments (“Topic 606”) effective January 1, 2017, using the full retrospective method. Under Topic 606, the Company determines revenue recognition through the following steps:

•

Identifying the contract, or contracts, with the customer;

•

Identifying the performance obligations in the contract;

•

Determining the transaction price;

•

Allocating the transaction price to performance obligations in the contract; and

•

Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services.

Nature of Products and Services and Revenue Recognition

The Company’s revenue is derived from the sales of perception solution to direct customers and distributors. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment or delivery dependent upon the terms of the underlying contract. The Company typically provides a warranty of one year or less on its products. If the warranty period is sold or extended beyond the standard term, revenue related to the extended warranty is recognized ratably over the related extended warranty period.

For certain custom products that require engineering and development based on customer specifications, the Company recognizes revenue over time using a cost-to-cost measure of progress which the Company believes faithfully depicts the transfer of control of the goods or services to the customer. Amounts billed to customers for shipping and handling are included in revenue. Some of the Company’s arrangements provide software embedded in hardware, and promises to update the Company’s software represent immaterial promises in contracts with customers. Taxes collected from customers and remitted to governmental authorities are excluded from revenue.

Arrangements with Multiple Performance Obligations

When a contract involves multiple performance obligations, the Company accounts for individual products and services separately if the customer can benefit from the product or service on its own or with other resources that are readily available to the customer and the product or

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service is separately identifiable from other promises in the contract. The consideration is allocated between separate performance obligations in proportion to their estimated standalone selling price.

Other Policies, Judgments and Practical Expedients

Right of return. The Company’s general terms and conditions for its contracts contain rights of return. However, the Company does not have a history of returns and therefore estimates of returns are immaterial. As such, the Company generally recognizes revenue at the contract price upon product shipment or delivery.

Contract balances. Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. Receivables represents the right to consideration that is unconditional. Such rights are considered unconditional if only the passage of time is required before payment of that consideration is due.

Remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they can terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Because the majority of the Company’s customer contracts allow customers to terminate for convenience or have an original duration of one year or less, the total amount of the transaction price allocated to unsatisfied performance obligations with a duration of more than 12 months was immaterial as of September 30, 2022 and December 31, ~~2020~~2021.

~~(Unaudited)~~Significant financing component. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. However, the Company’s contracts are generally one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money.

Contract modifications. The Company may modify contracts to offer customers additional products or services. Each of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional products and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional products or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts for the modification on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up basis when the remaining goods and services are not distinct from the original items.

~~Marketable Securities Held~~Judgments and estimates. Judgement is required in ~~Trust Account~~the identification of performance obligations within the Company’s contracts with customers, especially those for certain custom products that require engineering and development. Accounting for contracts recognized over time under Topic 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, estimates of costs to complete a performance obligation may be revised. The Company reviews and updates its contract-related estimates regularly, and records adjustments as needed. For those performance obligations for which revenue is recognized using a cost-to-cost method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

Cost of Revenue

The cost of revenue principally includes direct material, direct labor, and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation. Cost of revenue also includes the direct cost and appropriate allocation of overhead costs involved in the execution of service contracts.

Research and Development

~~At March 31, 2020, substantially~~Research and development expenses consist primarily of payroll expenses, consulting and contractor expenses, allocated overhead costs, and tooling and prototype materials to the extent no future benefit is expected. Substantially all of the ~~assets held~~Company’s research and development expenses are related to developing new products and services and improving existing products and services. To date, research and development expenses have been expensed as incurred and included in the ~~Trust Account were held in U.S. Treasury Bills.~~statements of operations.

Stock-based Compensation

~~Common Stock Subject to Possible Redemption~~

The Company ~~accounts for its common stock subject~~measures the cost of share-based awards granted to ~~possible redemption in accordance with~~employees and directors based on the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured atgrant-date fair ~~value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control~~value of the ~~holder or subject~~awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model. The Black-Scholes pricing model requires the use of subjective assumptions including the option’s expected term, the volatility of the underlying stock, the fair value of the stock, dividend yield rate and the risk-free rate. The fair value of the performance based restricted stock units (the “PBRSUs”) and restricted stock units (the “RSUs”) is equal to ~~redemption upon~~ the ~~occurrence~~closing price of ~~uncertain events not solely within~~ the ~~Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The~~ Company’s common stock ~~features certain redemption rights that are considered to be outside~~on the grant date. The fair value of the ~~Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption~~stock-based grants except for PBRSUs is ~~presented at redemption value as temporary equity, outside~~recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the ~~stockholders’ equity section~~award. The fair value of PBRSUs is recognized using the ~~Company’s condensed balance sheets.~~graded-vesting attribution method over the requisite service period.

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Income Taxes

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

The Company recognizes deferred tax assets to the ~~amount expected to be realized.~~

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must beextent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions in accordance with Topic 740: Simplifying the Accounting for Income Taxes (“Topic 740”) on the basis of a two-step process which includes (1) determination of whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) recognition of tax positions that meet the more-likely-than-not recognition threshold. Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50 percent likely to be realized upon ~~examination by taxing authorities.~~ ultimate settlement with the related tax authority.

The Company recognizes ~~accrued~~ interest and penalties related to unrecognized tax benefits ason the income tax ~~expense. There were no unrecognized tax benefits and no amounts accrued for~~expense line in the accompanying statement of operations. Accrued interest and penalties are included on the related tax liability line in the balance sheet.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Foreign Currency Translation

Gains and losses resulting from foreign exchange transactions and revaluation of ~~March 31, 2020~~monetary assets and liabilities in non-functional currencies are included in other income (expense) in the statements of operations. Net foreign exchange gain (loss) recorded in the Company’s statements of operations was immaterial for all periods.

Net Loss Attributable Per Share to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable per share to common stockholders by the weighted-average number of common shares used in the loss per share calculation during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options and convertible preferred shares. Basic and diluted net loss per share attributable to common stockholders was the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive.

Warrant Liabilities

The Company accounts for the private placement warrants issued in connection with our initial public offering in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the private placement warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in the statement of operations. The Company utilizes the Black-Scholes option pricing model to value the warrants at each reporting period. The key assumptions in the option pricing model utilized include the following:

•

The expected share-price volatility assumption is based on a blend of the implied volatilities of the Company’s public warrants and a set of comparable publicly traded warrants for other similar companies.

•

The expected term of the warrants is assumed to be the expected period until the close of a Business Combination, and the contractual five-year term subsequently.

•

The risk-free interest rate is based on the U.S. Treasury rate for the applicable expected terms.

•

The dividend yield is based on the historical rate, which the Company anticipates to remain at zero.

Intangible Assets

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Intangible assets, consists of purchased patents that are stated at cost less accumulated amortization. Intangible assets have been determined to have finite lives and are amortized on a straight-line basis over their estimated remaining economic lives, which is estimated at five years. Amortization expense is included in general and administrative expenses.

Recent Accounting Pronouncements

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for interim and annual periods beginning after December ~~31, 2019.~~15, 2022 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2021-08 to its consolidated financial statements.

Recently Adopted Accounting Guidance

In June 2016, the FASB issued ASU No. 2016-13, which amends the incurred loss impairment methodology in current GAAP with a methodology that requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not ~~aware~~limited to available-for-sale debt securities. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019, and requires a cumulative effect adjustment to the balance sheet as of ~~any issues under review~~the beginning of the first reporting period in which the guidance is effective. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of this ASU to fiscal years beginning after December 15, 2022 for all entities except SEC reporting companies that ~~could result in significant payments, accruals or material deviation from its position.~~are not smaller reporting companies. The Company ~~is subject~~adopted ASU 2016-13 utilizing the modified retrospective transition method effective January 1, 2022. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.

Note 4. Financial Instruments

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The following tables summarize the Company’s financial assets and ~~are not redeemable~~liabilities measured at fair value ~~have been excluded from~~by level within the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 12,384,000 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented.fair value hierarchy:


	September 30, 2022
	Adjusted Cost		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	4,915	$	—		$	4,915	$	4,915	$	—

Level 1
Money market funds		51,312		—			51,312		51,312		—

Level 2
U.S. Government securities		62,485		(1,782	)		60,703		—		60,703
U.S. Treasury securities		21,926		(143	)		21,783		—		21,783
Commercial paper		108,463		(293	)		108,170		61,658		46,512
Corporate bonds		106,392		(2,463	)		103,929		—		103,929
Subtotal		299,266		(4,681	)		294,585		61,658		232,927
Total assets	$	355,493	$	(4,681	)	$	350,812	$	117,885	$	232,927

Liabilities
Level 3
Warrant liabilities		138		—			138		—		—
Total liabilities	$	138	$	—		$	138	$	—	$	—


	December 31, 2021
	Adjusted Cost		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	2,765	$	—		$	2,765	$	2,765	$	—

Level 1
Money market funds		38,045		—			38,045		38,045		—

Level 2
U.S. Government securities		45,982		(66	)		45,916		—		45,916
U.S. Treasury securities		80,500		(7	)		80,493		26,000		54,493
Commercial paper		94,887		(15	)		94,872		—		94,872
Corporate bonds		182,338		(435	)		181,903		—		181,903
Municipal securities		1,017		(1	)		1,016		—		1,016
Subtotal		404,724		(524	)		404,200		26,000		378,200
Total assets	$	445,534	$	(524	)	$	445,010	$	66,810	$	378,200

Liabilities
Level 3
Warrant liabilities		1,060		—			1,060		—		—
Total liabilities	$	1,060	$	—		$	1,060	$	—	$	—

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

~~Reconciliation of Net Loss per Common Share~~

The Company’s net income is adjusted for the portion of income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly, basic and diluted loss per common share is calculated as follows:

Three Months
Ended
March 31,
2020
Net income $ 1,225,382
Less: Income attributable to common stock subject to possible redemption (1,299,168 )
Adjusted net loss $ (73,786 )

Weighted average shares outstanding, basic and diluted 6,780,707

Basic and diluted net loss per common share $ (0.01 )

~~Concentration of Credit Risk~~

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

~~Fair Value of Financial Instruments~~

The fair value of the private placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

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The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):



	September 30, 2022			December 31, 2021
Fair value, beginning balance	$	1,060		$	—
Private placement warrant liability acquired as part of the merger		—			3,014
Change in the fair value included in other income, net		(922	)		(1,954	)
Fair value, closing balance	$	138		$	1,060

The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods:


	September 30, 2022			December 31, 2021
Expected term (years)		3.5			4.2
Expected volatility		80.5	%		60.3	%
Risk-free interest rate		4.16	%		1.14	%
Dividend yield		0	%		0	%
Exercise Price	$	11.50		$	11.50

Note 5. Acquisition and Intangible Assets

On November 23, 2021, the Company entered into an agreement to purchased certain intellectual property for a total consideration of approximately $4.5 million in cash. The assets acquired primarily consists of intellectual property (patents).

The Company applied a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and determine the transaction should be accounted for as an asset acquisition. Since the only substantive assets acquired was intellectual property, the entire purchase price was allocated to the intellectual property. The acquired intellectual property has a weighted-average useful life of 5 years. The Company recorded amortization expense related to the acquired intangible assets of $0.2 million and $0.7 million, for the three and nine months ended September 30, 2022.

As of September 30, 2022, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter was as follows (in thousands):


Remainder of 2022	$	225
2023		900
2024		900
2025		900
2026		825
Total future amortization	$	3,750

Note 6. Inventories

Inventories consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Raw materials	$	1,310	$	1,668
Work-in-progress	$	118		116
Finished goods		85		279
Total inventories	$	1,513	$	2,063

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Note 7. Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):


	September 30,			December 31,
	2022			2021
Computer equipment	$	2,218		$	1,572
Lab equipment		4,703			2,760
Leasehold improvements		2,848			1,330
Construction in progress		1,361			980
Testing equipment		680			521
Manufacturing equipment		1,574			374
Furniture, fixtures and other equipment		463			439
Total property, plant and equipment	$	13,847		$	7,976
Less: accumulated depreciation		(4,471	)		(2,840	)
Total property, plant and equipment, net	$	9,376		$	5,136

Depreciation related to property, plant, and equipment was $0.6 million and $0.3 million for the three months ended September 30, 2022, and September 30, 2021, respectively, and $1.6 million and $0.7 million for the nine months ended September 30, 2022, and September 30, 2021, respectively.

Note 8. Other current assets

Other current assets consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Prepaid expenses	$	3,697	$	2,819
Contract assets		3,965		4,069
Vendor deposits		1,137		1,057
Other current assets		886		1,125
Total other current assets	$	9,685	$	9,070

Note 9. Other current liabilities

Other current liabilities ~~which qualify~~consist of the following (in thousands):


	September 30,		December 31,
	2022		2021
Sales tax payable	$	73	$	551
Other current liabilities		76		182
Total other current liabilities	$	149	$	733

Note 10. Capital Structure

As of September 30, 2022, the Company had authorized a total of 432,000,000 shares for issuance, with 422,000,000 shares designated as ~~financial instruments under ASC Topic 820, “Fair Value Measurements~~common stock and ~~Disclosures,” approximates~~10,000,000 shares designated as preferred stock.

As discussed in Note 2, Business Combination, the ~~carrying amounts represented~~Company has retroactively adjusted the shares issued and outstanding prior to March 12, 2021 to give effect to the exchange ratio established in the ~~accompanying condensed balance sheets, primarily due~~BCA to ~~their short-term nature.~~

~~Recent Accounting Pronouncements~~

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

~~NOTE 3. PUBLIC OFFERING~~

~~Pursuant to the Initial Public Offering, the Company sold 24,150,000 Units, which includes a full exercise by the underwriters~~number of ~~their over-allotment option in the amount of 3,150,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share~~shares of common stock into which they were converted.

Prior to the Business Combination, Aeva had shares of $0.001 par value Series Seed, Series A, Series A-1, and ~~one-half~~Series B preferred stock outstanding, all of ~~one~~which were convertible into shares of common stock of the pre-combination Aeva on a 1:1 basis, subject to certain anti-dilution

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protections. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of Aeva, Inc., and then into common stock of the Company at a ratio of 1:9.07659, the exchange rate established in the BCA.


	March 12, 2021
	(Closing Date)
	Preferred Stock Shares		Exchange Ratio		Common Stock Shares
Series Seed Convertible Preferred Stock (pre-combination)		3,198,556		9.07659		29,031,982
Series A Convertible Preferred Stock (pre-combination)		2,851,057		9.07659		25,877,876
Series B Convertible Preferred Stock (pre-combination)		1,032,888		9.07659		9,375,100
Series B-1 Convertible Preferred Stock (pre-combination)		1,524,279		9.07659		13,835,256
Total		8,606,780				78,120,214

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of September 30, 2022 and December 31, 2021, no shares of preferred stock were issued and outstanding.

Warrants

As of September 30, 2022, the Company had 12,074,880 public and 384,000 private warrants outstanding. Each warrant ~~(“Public Warrant”). Each whole Public Warrant will entitle~~entitles the registered holder to purchase one share of common stock at a price of ~~$11.50~~$11.50 per share.

Note 11. Earnings Loss Per Share

The following table sets forth the computation of the basic and diluted net loss per share ~~subject~~attributable to ~~adjustment (see Note 7).~~common stockholders for the periods presented (in thousands, except per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Numerator:
Net Loss	$	(36,503	)	$	(26,605	)	$	(104,631	)	$	(70,136	)
Net loss attributable per share to common stockholders		(36,503	)		(26,605	)		(104,631	)		(70,136	)

Denominator:
Weighted average shares of common stock outstanding — Basic		217,888,470			212,587,878			216,937,433			196,302,040
Dilutive effect of potential common stock		—			—			—			—
Weighted average shares of common stock outstanding — Diluted		217,888,470			212,587,878			216,937,433			196,302,040
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.17	)	$	(0.13	)	$	(0.48	)	$	(0.36	)

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

~~NOTE 4. PRIVATE PLACEMENT~~

~~Simultaneously with~~The following table presents the closing of the Initial Public Offering, the Sponsor and EarlyBirdCapital purchased an aggregate of 555,000 Private Units at a price of $10.00 per Private Unit, for an aggregate purchase price of $5,550,000. As a result of the underwriters’ election to fully exercise their over-allotment option on February 10, 2020, the Sponsor and EarlyBirdCapital purchased an additional 63,000 Private Units at a purchase price of $10.00 per Private Unit, for an aggregate purchase price of $630,000. The proceedspotential common shares outstanding that were excluded from the ~~sale~~computation of ~~the Private Units were added to the~~diluted net proceeds from the Initial Public Offering held in the Trust Account. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

~~NOTE 5. RELATED PARTY TRANSACTIONS~~

~~Founder Shares~~

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

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

~~Promissory Note — Related Party~~

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

~~Related Party Loans~~

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

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

~~Administrative Support Agreement~~

The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay an affiliate of one of the Company’s executive officers $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended March 31, 2020, the Company incurred and paid $20,000 in fees for these services.

~~Services Agreement~~

The Company entered into an agreement whereby, commencing on the February 3, 2020, through the earlier of the Company’s consummation of a Business Combination and the liquidation of the Trust Account, the Company will pay its Vice President a $10,000 per month fee for assisting the Company in negotiating and consummating an initial Business Combination. For the three months ended March 31, 2020, the Company incurred and paid $20,000 in fees for these services.

~~NOTE 6. COMMITMENTS~~

~~Registration Rights~~

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

~~Underwriting Agreement~~

~~The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,830,000 in the aggregate.~~

~~Business Combination Marketing Agreement~~

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

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

~~NOTE 7. STOCKHOLDERS’ EQUITY~~

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

~~Common Stock~~ — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. At March 31, 2020 and December 31, 2019, there were 7,347,667 and 6,337,500 shares of common stock issued and outstanding, excluding 23,707,833 and no shares of common stock subject to possible redemption, respectively.

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

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

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

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

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

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

~~INTERPRIVATE ACQUISITION CORP.~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~MARCH 31, 2020~~

~~(Unaudited)~~

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20loss per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60%as of the ~~total equity proceeds,~~periods presented because including them would have been anti-dilutive:


	Nine Months Ended September 30,
	2022		2021
Common stock options issued and outstanding		13,686,976		15,309,123
Restricted stock units		10,798,551		6,550,785
Total		24,485,527		21,859,908

Note 12. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and ~~interest thereon,~~the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and RSUs may be granted to employees. Under the Stock Plans, the Company has 1,869,879 shares available for issuance as of September 30, 2022.

Under the ~~funding~~terms of ~~a Business Combination~~the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the ~~consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price~~grant, while non-qualified stock options are permitted to be granted below fair market value of the ~~Company’s common~~ stock ~~during the 20 trading day period starting~~ on the ~~trading day prior to~~date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary though typically, stock options vest over four years with 25% of stock options vesting on the ~~day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price~~first anniversary of the ~~warrants will be adjusted (to~~grant and the ~~nearest cent) to be equal to 115% of~~remaining 75% vesting monthly over the ~~greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.~~

~~Representative Shares~~

In September 2019, the Company issued to the designees of EarlyBirdCapital 250,000 shares of common stock (the “Representative Shares”) (after giving effect to a contribution back to the Company’s capital for no additional consideration of an aggregate of 50,000 shares EarlyBirdCapital received as a result of the dividend effectuated by the Company in February 2020). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,087 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, theremaining 36 months. Option holders have ~~agreed (i)~~a ten-year period to ~~waive their redemption rights with respect to such shares in connection with~~exercise the ~~completion~~options before they expire.

Table of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.Contents

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

~~NOTE 8. FAIR VALUE MEASUREMENTS~~

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

The fair value of stock option awards was determined on the grant date using the Black-Scholes option-pricing model. No new options were granted during the period ended September 30, 2021. The assumptions for the Black-Scholes model for options granted during the period ended September 30, 2022, were as follows:


	Nine Months Ended September 30,
	2022	2021
Expected term (years)(1)	6.02	5.79 — 6.02
Expected volatility(2)	48.7% — 49.0%	43.5% — 44.6%
Common stock value	2.92 — 3.28	14.32 — 14.50
Risk-free interest rate(3)	2.73% — 2.93%	1.20% — 1.60%
Dividend yield(4)	0%	0%

(1)

Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated. This number is calculated as the midpoint between the vesting term and the original contractual term (contractual period to exercise). If the option contains graded vesting, then the vesting term would be based on the vesting pattern.

(2)

Expected volatility was estimated based on comparable companies' reported volatilities.

(3)

The risk-free rate is an interpolation of yields on U.S. Treasury securities with maturities equivalent to the expected term.

(4)

The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future.

A summary of the Company’s stock option activity for nine months ended September 30, 2022, is as follows:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		13,858,356		$	0.39		7.47	$	99,406
Granted		1,335,000			3.08		—		—
Exercised		(1,330,431	)		0.23		—		—
Forfeited		(175,949	)		0.49		—		—
Outstanding as of September 30, 2022		13,686,976			0.66		7.04		18,122
Vested and exercisable as of September 30, 2022		10,145,685			0.43		6.74		14,880
Vested and expected to vest as of September 30, 2022		13,686,976			0.66		7.04		18,122

The Company had $4.6 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units and Performance-based Restricted Stock Units

Beginning November 2020, the Company granted RSUs and PBRSUs to certain employees and consultants pursuant to the 2016 and 2020 Stock Plan. RSU’s expire in 10 years from the date of grant and typically vest 25 percent upon the one-year anniversary date from the initial vesting date, with 12.5% vesting on each six-month anniversary date over the following three years. The RSUs are subject to a time-based vesting condition and a performance condition tied to the completion of the merger with InterPrivate, both of which must be satisfied in order for the RSUs to be vested and settled for shares of Common Stock. The performance vesting condition for these RSU were met on March 12, 2021. As a result, the Company’s outstanding RSUs vested to the extent the applicable service condition was satisfied as of such date. The vesting of these outstanding RSUs resulted in approximately $2.7 million of incremental stock-based compensation expense for the three and nine months ended September 30, 2021.

The following table summarizes our RSU activity which includes performance-based RSUs for the nine months ended September 30, 2022:


	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2021		6,631,079		$	10.04
Granted		7,207,201			3.55
Released		(2,059,605	)		8.84
Forfeited		(980,124	)		9.39
Outstanding as of September 30, 2022		10,798,551		$	6.00

As of September 30, 2022, the Company had $55.6 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 3.0 years.

Table of Contents

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Cost of revenue	$	396	$	593	$	738	$	1,003
Research and development expenses		4,177		4,806		13,152		8,624
General and administrative expenses		1,263		2,017		3,767		6,209
Sales and marketing expenses		304		107		701		209
Total	$	6,140	$	7,523	$	18,358	$	16,045

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to InterPrivate Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to InterPrivate Acquisition Management LLC. The following discussion ~~and analysis~~ of ~~the Company’s financial condition and~~Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the financial statements and the notes thereto ~~contained~~included elsewhere in this Quarterly ~~Report. Certain information contained in the~~Report on Form 10-Q. This discussion may contain forward-lookingstatements based upon Aeva’s current expectations, estimates, and ~~analysis set forth below includes forward-looking statements~~projections that involve risks and uncertainties.

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that Actual results could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in these forward-lookingstatements due to, among other considerations, the ~~forward-looking statements, please refer to the Risk Factors section~~matters discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K ~~filed~~for the year ended December 31, 2021 (the “2021 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-LookingStatements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.

Our goal is to bring perception to all devices. Through our Frequency Modulated Continuous Wave (“FMCW”) sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, enables the ~~U.S. Securities~~adoption of LIDAR across broad applications. We believe that our solutions will allow for the wide-scale adoption of autonomous driving. Furthermore, we believe that our proprietary 4D LiDAR technology has the potential to enable new categories for perception across consumer electronics, consumer health, industrial automation and ~~Exchange Commission~~security applications.

Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to consumer electronics, consumer health, industrial automation and security. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.

On March 12, 2021, Aeva, Inc. consummated a business combination (the ~~“SEC”~~“Business Combination”)~~. The~~ with InterPrivate Acquisition Corp. (the Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whetherpredecessor, which was originally incorporated in Delaware as a ~~result of new information, future events or otherwise.~~

~~We are a blank check~~special purpose acquisition company ~~formed under~~(“IPV”)) pursuant to the laws of the State of Delaware on August 16, 2019 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination ~~using cash from the proceeds of the Initial Public Offering and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.~~

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

For the three months ended March 31, 2020, we had net income of $1,225,382, which consists of interest income on marketable securities held in the Trust Account of $516,220 and an unrealized gain on marketable securities held in our Trust Account of $1,173,651, offset by operating costs of $138,754 and a provision for income taxes of $325,735.

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

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

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

As of March 31, 2020, we had marketable securities held in the Trust Account of $243,189,871 (including approximately $1,690,000 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through March 31, 2020, we have not withdrawn any interest earned on the Trust Account.

For the three months March 31, 2020, cash used in operating activities was $179,553. Net income of $1,225,382 was affected by interest earned on marketable securities held in the Trust Account of $516,220, an unrealized gain on marketable securities held in our Trust Account of $1,173,651 and a deferred tax provision of $246,467. Changes in operating assets and liabilities provided $38,469 of cash for operating activities.

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

As of March 31, 2020, we had cash of $716,123. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

~~We did not have any off-balance sheet arrangements~~Agreement dated as of ~~March 31, 2020.~~

~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate~~November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of ~~one of our executive officers a monthly fee of $10,000 for office space, utilities~~IPV, and ~~secretarial and administrative support. We began incurring these fees on February 3, 2020 and will continue to incur these fees monthly until~~Aeva, Inc. Immediately upon the ~~earlier of the completion~~consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc.

As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, our customers have purchased prototype products and engineering services from us for use in their research and development programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.

Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR or, the beams and sunlight, and our ~~liquidation.~~core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.

We ~~entered into an agreement whereby, commencing on~~believe Aeva is uniquely positioned to provide a superior solution to enable autonomous driving at scale. Furthermore, we believe the ~~February 3, 2020, through~~advantages of our 4D LiDAR-on-chip allow us to provide the ~~earlier~~first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of ~~the Company’s consummation of a~~ perception across industrial automation, consumer electronics, consumer health, and security markets.

Business Combination and ~~the liquidation of the Trust Account, we will pay our Vice President a $10,000 per month fee for assisting us in negotiating and consummating an initial Business Combination.~~Public Company Costs

~~Additionally, we have engaged EarlyBirdCapital as an advisor in connection with a~~The Business Combination ~~to assist us~~on March 12, 2021, was accounted for as a reverse recapitalization, in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities in connection with a Business Combination, assist us in obtaining shareholder approval for the Business Combination and assist us with its press releases and public filings in connection with the Business Combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable); provided that up to 33% of the fee may be allocated at our sole discretion to other third parties who are investment banks or financial advisory firms not participating in the Initial Public Offering that assist us in identifying and consummating a Business Combination.

~~The preparation of condensed financial statements and related disclosures in conformity~~accordance with accounting principles generally accepted in the United States of America ~~requires management~~(“U.S. GAAP”). Under this method of accounting, IPV was treated as the legal acquirer and accounting acquiree. Accordingly, the business combination was treated as the equivalent of Aeva, Inc, issuing stock for the net assets of IPV, accompanied by a recapitalization. The most significant change in the Company’s financial position and results of the business combination was an increase in cash of $513.1 million. Total non-recurring transaction costs incurred for this transaction were $47.7 million.

Upon the closing of the Business Combination, the Company's common stock and warrants began trading under the ticker symbols “AEVA” and “AEVA.WS” on the New York Stock Exchange (“NYSE”). We anticipate that we will continue to ~~make estimates~~hire additional personnel and ~~assumptions~~implement procedures and processes to address public company regulatory requirements and customary practices. We have incurred and expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

The extent of the impact of the pandemic related to the novel coronavirus (“COVID-19”) on Aeva’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on its customers, suppliers, and employees, all of which is uncertain at this time. Aeva expects the COVID-19 pandemic to adversely impact revenue and results of operations, but Aeva is unable to

predict at this time the size and duration of this adverse impact. Aeva is observing a larger trend of automakers shifting course in “make vs buy” decisions as it relates to autonomous solutions and software systems. As cash flows tighten, more automakers are looking to limit the potentially massive investments required to develop autonomous software and systems for which they may not necessarily have substantial expertise. As a result, automakers may be more open to and accepting of a model to incorporate full-stack hardware and software solutions from suppliers, which for autonomy is particularly relevant for Aeva. For more information on Aeva’s operations and risks related to health epidemics, including the COVID-19 pandemic, refer to Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors” for more information.

Aeva believes that ~~affect~~its future performance and success depends to a substantial extent on its ability to capitalize on the ~~reported amounts~~following opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of ~~assets~~the 2021 Form 10-K under the heading “Risk Factors.”

Pricing, Product Cost and ~~liabilities, disclosure~~Margins. Our pricing and margins will depend on the volumes and the features as well as specific market applications of ~~contingent assets~~the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and ~~liabilities~~application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.

Aeva's future performance will depend on its ability to deliver on economies of scale with lower product costs to enable industry adoption. Aeva believes its business model is positioned for scalability due to the ability to leverage the same product platform across markets and customer base, relationships with leading foundries and contract manufacturers. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are affordable. Our ability to compete in key markets will depend on the ~~date~~success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.

Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. If Aeva does not generate the margins it expects upon commercialization of its perception solutions, Aeva may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.

Commercialization of LiDAR-basedApplications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize autonomous solutions that rely on LiDAR technology. As more customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.

Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Aeva’s ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays of our current and future customers’ programs could result in Aeva being unable to achieve its revenue targets and profitability in the time frame it anticipates.

Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.

Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive and other markets. Under the customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically prototypes that are used by the customer for its research, development, evaluation, pilot, or testing purposes. Aeva also enters into non-recurring engineering service arrangements with certain of its customers to customize Aeva’s perception solution to meet customer specific requirements. Revenue from such services and related systems is recognized as professional services in the consolidated condensed statement of operations.

Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.

Aeva’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development. Research and development expenses consist primarily of:

Aeva expenses research and development costs as incurred. Aeva expects its research and development costs to increase for the foreseeable future as it continues to invest in research and development activities to achieve its product roadmap.

General and administrative expenses consist of personnel and personnel-related expenses, including stock-based compensation of Aeva’s executive, finance, and information systems functions, as well as legal and accounting fees for professional and contract services. Aeva expects its general and administrative expenses to increase for the foreseeable future as it scales headcount with the growth of its business, and as a result of operating as a public company, including compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Selling and marketing expenses consist of personnel and personnel-related expenses, including stock-based compensation of Aeva’s business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, public relations, an allocated portion of facilities and depreciation. Aeva expects to increase its sales and marketing activities and expand customer relationships. Aeva also expects that its sales and marketing expenses will increase over time as it continues to grow its sales force and increase marketing efforts.

Interest income consists primarily of income earned on Aeva’s cash equivalents and investments in marketable securities. Interest income will vary based on Aeva’s cash equivalents and marketable securities balance and changes in interest rates.

Other income and expense primarily consist of changes in the fair value of private placement warrants, foreign currency conversion gains and losses, and realized gain/loss on marketable securities.

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:

Product revenue increased by $0.1 million, or 18%, to $0.6 million during the three months ended September 30, 2022, from $0.5 million for the three months ended September 30, 2021. This increase was primarily due to an increase in the average selling price of prototype units sold in 2022 as compared to 2021.

Professional services revenue decreased by $2.2 million, or 75%, for the three months ended September 30, 2022. This was primarily due to a decrease in activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.

Cost of product revenues increased by $1.8 million or 295%, during the three months ended September 30, 2022, from the three months ended September 30, 2021. The increase was primarily due to inventory impairment of $0.5 million, and increase in manufacturing overheads costs due to scaling of third party contract manufacturing for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Cost of professional service revenues decreased by $1.4 million, or 81%, during the three months ended September 30, 2022. The decrease was primarily due to the lower non-recurring services revenue.

Total research and development expense increased by $5.2 million, or 25%, to $26.1 million for the three months ended September 30, 2022, from $20.9 million for the three months ended September 30, 2021. Research and development expenses increased primarily due to an increase in payroll expenses due to continued expansion of our product development activity. Payroll expenses increased by $4.4 million due to headcount increase, consultant expenses increased by $0.8 million, travel expenses increased by $0.4 million, depreciation expenses increased by $0.3 million, other equipment expenses increased by $0.2 million, software licenses and service related expenses increased $0.2 million and facility expenses increased by $0.1 million, partially offset by a decrease in stock-based compensation expenses by $0.6 million and decrease in other employee costs by $0.6 million,

Total general and administrative expense increased by $1.4 million, or 20%, to $8.1 million for the three months ended September 30, 2022, from $6.7 million for the three months ended September 30, 2021. General and administrative expense increased primarily due to increase in employee related costs. Payroll expenses increased by $0.9 million, amortization expenses increased by $0.2 million, other employee expenses increased by $0.7 million, and professional fees increased by $0.3 million, partially offset by a decrease in stock-based compensation expenses by $0.7 million.

Total selling and marketing expense increased by $1.3 million, or 138%, to $2.2 million for the three months ended September 30, 2022, from $0.9 million for the three months ended September 30, 2021. The increase in sales and marketing expense was primarily due to an increase in payroll expenses by $0.4 million driven by additional headcount, stock-based compensation expenses increased by $0.2 million, consulting increased by $0.1 million, travel expenses increased by $0.2 million, other employee related expenses increased by $0.2 million and marketing related expenses increased by $0.2 million.

Interest income increased by $1.0 million during the three months ended September 30, 2022, as compared to the three months ended September 30, 2021. The increase is due to increase in the interest rate in 2022 as compared to 2021.

Other income, decreased by $0.5 million for the three months ended September 30, 2022, primarily due to a lower decrease in the fair value of private placement warrant liability in 2022 as compared to 2021.

Product revenue increased by $0.2 million, or 22%, to $1.3 million during the nine months ended September 30, 2022, from $1.1 million for the nine months ended September 30, 2021. This increase was primarily due to an increase in the sale of prototype units and increase in average selling price of prototype units sold in 2022 as compared to 2021.

Professional services revenue decreased by $2.6 million, or 49%, to $2.7 million during the nine months ended September 30, 2022, from $5.3 million for the nine months ended September 30, 2021. This was primarily due to a decrease in activity related to non-recurring engineering services which is dependent upon the timing of the work performed for our customers.

Cost of product revenues increased by $2.9 million or 306%, during the nine months ended September 30, 2022, from the nine months ended September 30, 2021. The increase was primarily due to inventory impairment of $1.4 million recorded, increase in manufacturing overheads costs due to scaling of third party contract manufacturing, and increase in number of units sold during the nine months ended September 30, 2022 as compared to the nine months ended September 30, 2021.

Cost of professional service revenues decreased by $1.6 million, or 55%, during the nine months ended September 30, 2022, the decrease was primarily due to the lower non-recurring services revenue.

Total research and development expense increased by $26.4 million, or 52%, to $77.4 million for the nine months ended September 30, 2022, from $51.0 million for the nine months ended September 30, 2021. Research and development expenses increased primarily due to an increase in payroll expenses due to continued expansion for product development. Payroll expenses increased by $15.9 million, stock-based compensation expenses increased by $4.5 million, facility expenses increased by $1.4 million, consulting increased by $3.7 million, other equipment expenses increased by $0.9 million, depreciation expense increased by $0.7 million, and travel expense increased by $0.7 million, partially offset by a decrease in software licenses and service related expenses by $1.0 million due to an one time purchase of intellectual property license during the nine months ended September 30, 2021 and other employee relates costs by $0.4 million.

Total general and administrative expense increased by $2.0 million, or 9%, to $23.6 million for the nine months ended September 30, 2022, from $21.6 million for the nine months ended September 30, 2021. General and administrative expense increased primarily due to an increase in employee related costs. Payroll expenses increased by $1.7 million, insurance expenses increased by $0.5 million, other equipment and facility expenses increased by $0.4 million, amortization increased by $0.7 million, recruiting expense increased by $0.2 million, office supplies, license and taxes increased by $0.7 million other employee expenses by $0.6 million, and depreciation expense increased by $0.1 million, partially offset by a decrease in stock-based compensation expenses by $2.4 million and a decrease in professional and other fees by $0.5 million.

Total selling and marketing expense increased by $3.3 million, or 160%, to $5.4 million for the nine months ended September 30, 2022, from $2.1 million for the nine months ended September 30, 2021. Sales and marketing expense increased primarily due to an increase in payroll expenses and marketing related cost due to increase in marketing activities. Payroll expense increased by $1.4 million driven by additional headcount, marketing related expense increased by $0.9 million, stock-based compensation expenses increased by $0.5 million, travel expense increased by $0.3 million, and consulting expenses increased by $0.2 million.

Interest income increased by $1.8 million during the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021. The increase is due to the timing of the investment and increase in the interest rate in 2022 as compared to 2021.

Other income, decreased by $1.0 million for the nine months ended September 30, 2022, primarily due to a lower decrease in the fair value of private placement warrant liability in 2022 as compared to 2021.

Aeva’s capital requirements will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, investments in information technology systems, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. As of September 30, 2022, Aeva had cash and cash equivalents and marketable securities totaling $350.8 million. Prior to the Business Combination, Aeva’s principal sources of liquidity have been proceeds received from the issuance of private equity.

Until Aeva can generate sufficient revenue from its sale of products to cover operating expenses, working capital and capital expenditures, Aeva expects the funds raised in the Business Combination, including the funds from PIPE financing, to fund its cash needs. Any additional equity securities issued may provide for rights, preferences or privileges senior to those of holders of the Company’s common stock. If Aeva raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of common stockholders. The terms of debt

securities or borrowings could impose significant restrictions on Aeva’s operations. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty and other risks detailed in Part I, Item 1A of the 2021 Form 10-K under the heading "Risk Factors" that could impact the availability and cost of equity and debt financing.

Aeva has incurred negative cash flows from operating activities and losses from operations in the past as reflected in its accumulated deficit of $267.6 million as of September 30, 2022. Aeva expects to continue to incur operating losses due to continued investments that it intends to make in its business, including development of products. Aeva believes that existing cash and cash equivalent and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

For the nine months ended September 30, 2022, net cash used in operating activities was $83.1 million, attributable to a net loss of $104.6 million and a net change in our net operating assets and liabilities of $2.4 million, partially offset by non-cash charges of $23.9 million. Non-cash charges primarily consisted of $18.4 million in stock-based compensation, $2.3 million in depreciation and amortization expense, $2.1 million in amortization of right of use, $1.4 million in impairment of inventory and $0.6 million in amortization of premium on available for sale securities, partially offset by $0.9 million change in the fair value of warrant liabilities. The change in net operating assets and liabilities was primarily due to a $1.0 million increase in accounts receivable, $0.6 million increase in other current assets, a $0.6 million increase in inventory (net of inventory impairment), a $2.1 million decrease in lease liability, a $0.5 million decrease in other current liabilities and a $0.5 decrease in accrued liabilities. This was offset by a 1.8 million increase accounts payable resulting primarily from expansion in our operating activities and a $1.3 million increase in accrued employee costs.

For the nine months ended September 30, 2021, net cash used in operating activities was $57.2 million, attributable to a net loss of $70.1 million and a net change in our net operating assets and liabilities of $4.1 million, partially offset by non-cash charges of $17.1 million. Non-cash charges primarily consisted of $16.0 million in stock-based compensation, $0.7 million in depreciation expense, $1.2 million in amortization of right of use, $1.0 million in amortization of premium on available for sale securities, partially offset by $1.9 million change in the fair value of warrant liabilities. The change in net operating assets and liabilities was primarily due to a $6.7 million increase in other current assets, a $1.1 million increase in accounts receivable due to an increase in sales, a $2.1 million increase in inventory, a $0.8 million increase in other non-current assets, a $3.3 million increase in accrued liability, a $3.3 million increase in accounts payable resulting primarily from expansion in our operating activities. These changes were partially offset by a $1.1 million decrease in lease liability.

For the nine months ended September 30, 2022, net cash provided by investing activities was $134.5 million, attributable to maturity and sale of available-for-sale investments of $284.2 million, partially offset by purchase of marketable securities investments of $143.7 million and purchase of property and equipment of $6.0 million.

For the nine months ended September 30, 2021, net cash used in investing activities was $373.5 million, attributable to purchase of marketable securities investments of $454.4 million, partially offset by maturity and sale of available-for-sale investments of $83.1 million and purchase of property and equipment of $2.2 million.

For the nine months ended September 30, 2022, net cash used in financing activities was $0.3 million, attributable to a $0.6 million payment of taxes withheld on net settled vesting of restricted stock units, partially offset by $0.3 million of proceeds from stock option exercises.

For the nine months ended September 30, 2021, net cash provided by financing activities was $513.5 million, attributable to net proceeds of $513.3 million from the Business Combination and PIPE financing and proceeds of $0.7 million from stock option exercises, this was offset by payment of taxes on net settlement of RSUs by $0.5 million.

As of September 30, 2022, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Aeva prepares its financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses ~~during~~and the ~~periods reported. Actual~~related disclosures. Aeva bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Aeva’s actual results could ~~materially~~ differ significantly from ~~those estimates. We have identified~~these estimates under different assumptions and conditions. Aeva believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.

Aeva recognizes the cost of stock-based awards granted to its employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. Aeva elected to recognize the effect of forfeitures in the period they occur. The fair value of the RSUs is equal to the closing price of the Company’s common stock on the grant date. The fair value of each stock option grant was determined by the Company using the Black-Scholes option-pricing model, which is impacted by the following assumptions:

The grant date fair value of Aeva common stock, prior to the closing of BCA was determined using valuation methodologies that utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability (Level 3 inputs). Subsequent to the closing of BCA the valuation of Aeva common stock was determined using publicly closing price as reported on the NYSE.

~~Common stock subject~~policy estimate and judgments required in applying ASC 606, Revenue Recognition of Contracts from Customers, and our revenue recognition policy relate to ~~possible redemption~~

~~We account~~the identification of performance obligations and accounting for certain contracts recognized over time. In certain contracts, the determination of our ~~common stock subject~~distinct performance obligations requires significant judgment. As our business and offerings to ~~possible conversion~~customers change over time, the products and services we determine to be distinct performance obligations may change. Such changes may adversely impact the amount of revenue and gross margin we report in a particular period. Revenue from product sales is recognized upon transfer of control of promised products. Revenue is recognized in an amount that reflects the consideration that Aeva expects to receive in exchange for those products and services. Product sales to certain customers may require customer acceptance, in which case revenue recognition is deferred until acceptance takes place. For service projects, revenue is recognized as services are performed and amounts are earned in accordance with the ~~guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as~~terms of contract at estimated collectible amounts.

For certain custom products that require engineering and development based on customer specifications, the Company recognizes revenue over time using a ~~liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within~~cost-to-cost measure of progress which the Company believes faithfully depicts the transfer of control of the ~~holder~~goods or ~~subject~~services to ~~redemption upon~~ the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights thatcustomer. Amounts billed to customers for shipping and handling are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outsideincluded in revenue. Some of the ~~stockholders’ equity section of our condensed balance sheets.~~

~~We apply~~Company’s arrangements provide software embedded in hardware, and promises to update the ~~two-class method~~Company’s software represent immaterial promises in ~~calculating loss per share. Common stock subject~~contracts with customers. Taxes collected from customers and remitted to ~~possible redemption which is not currently redeemable and is not redeemable at fair value, has been~~governmental authorities are excluded from revenue.

Changes in judgments with respect to these assumptions and estimates could impact the ~~calculation~~timing or amount of ~~basic net income per common share since such shares, if redeemed, only participate~~revenue recognition.

See Note 1 to Aeva’s financial statements included elsewhere in ~~their pro rata share~~this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the ~~Trust Account earnings. Our net income is adjusted for the portion~~date of ~~income that is attributable to common stock subject to possible redemption, as these shares only participate in the earnings~~this Quarterly Report on Form 10-Q.

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

~~As of March 31, 2020, we were not subject~~Aeva is exposed to ~~any~~ market ~~or interest rate risk. Following~~risk in the ~~consummation~~ordinary course of our ~~Initial Public Offering,~~business. Market risk represents the ~~net proceeds~~risk of loss that may impact our ~~Initial Public Offering, including amounts~~financial position due to adverse changes in ~~the Trust Account, have~~financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. There has been ~~invested~~no material change in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated materialour exposure to ~~interest rate risk.~~market risks from that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2021 Form 10-K.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by ~~us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified~~a company in the ~~SEC’s rules and forms, and~~reports that ~~such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer~~it files or ~~persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.~~

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filedsubmits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in ~~Internal Control~~internal control over ~~Financial Reporting~~financial reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~fiscal quarter of 2020~~period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

From time to time, the Company may be involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of any such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be materially and adversely affected. There have been no material changes to the Company’s risk factors since the 2021 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceed

On February 6, 2020, weIPV consummated ~~the~~its Initial Public Offering of 21,000,000 Units. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $210,000,000. EarlyBirdCapital, Inc. acted as sole book-running manager and I-Bankers Securities, Inc acted as co-manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-235849 and 333-236233). The Securities and Exchange Commission declared the registration statements effective on February 3, 2020.

Simultaneous with the consummation of the Initial Public Offering, the Sponsor and EarlyBirdCapital consummated the private placement of an aggregate of 555,000 Units at a price of $10.00 per Private Unit, generating total proceed of $5,550,000. Each Private Unit consists of one share of common stock (“Private Share”) and one-half of one warrant (“Private Warrant”). Each whole Private Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On February 10, 2020, the underwriters exercised their over-allotment option in full, resulting in an additional 3,150,000 Units for $31,500,000, less the underwriters’ discount of $630,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 63,000 Private Units at $10.00 per Private Unit, generating total proceeds of $630,000. ~~A total of $31,500,000 was deposited into the Trust Account.~~

Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Units, $241,500,000 was placed in the IPV Trust Account.

~~We paid a total of $4,830,000 in underwriting discounts and commissions and $480,386 for other costs and expenses related to~~Any remaining proceeds from the Initial Public ~~Offering.~~Offering will be used for general corporate purposes.

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

# Indicates a management contract or any compensatory plan, contract or arrangement.

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Delaware~~		~~84-3080757~~
Delaware	84-3080757
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
555 Ellis Street Mountain View, CA	94043
(Address of principal executive offices)	(Zip Code)


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

		~~Page~~
~~Part I. Financial Information~~		Page
~~Item 1. Financial Statements~~ PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Balance Sheets		1 4
	Condensed ~~Statement~~Statements of Operations ~~(Unaudited)~~		2 5
	Condensed ~~Statement~~Statements of ~~Changes in Stockholders’~~Convertible Preferred Stock and Stockholders' Equity ~~(Unaudited)~~(Deficit)		3 6
	Condensed ~~Statement~~Statements of Cash Flows ~~(Unaudited)~~		4 8
	Notes to ~~Unaudited~~the Condensed Financial Statements (Unaudited)		5 9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15 25
Item 3.	Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk		17 33
Item 4.	Controls and Procedures		17 33
~~Part~~ PART II. ~~Other Information~~	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		18 34
Item ~~6. Exhibits~~3.	Defaults Upon Senior Securities	19 34
~~Part III. Signatures~~ Item 4.	Mine Safety Disclosures	20 34
Item 5.	Other Information	34
Item 6.	Exhibits	35
Signatures		36

	March 31, 2020		December 31, 2019
	(unaudited)
ASSETS
Current asset
Cash	$	716,123	$	—
Prepaid expenses and other current assets		105,542		25
Total Current Assets		821,665		25

Deferred offering costs		—		106,870
Marketable securities held in Trust Account		243,189,871		—
TOTAL ASSETS	$	244,011,536	$	106,895

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accrued expenses	$	65,718	$	1,000
Income taxes payable		79,268		—
Promissory note – related party		—		80,808
Total Current Liabilities		144,986		81,808

Deferred tax liability		246,467		—
Total Liabilities		391,453		81,808

Commitments

Common stock subject to possible redemption 23,707,833 shares at redemption value at March 31, 2020		238,620,078		—

Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $0.0001 par value; 50,000,000 shares authorized; 7,347,667 and 6,337,500 shares issued and outstanding (excluding 23,707,833 and no shares subject to possible redemption) at March 31, 2020 and December 31, 2019, respectively⁽¹⁾		735		634
Additional paid-in capital		3,774,888		25,453
Retained earnings/(Accumulated deficit)		1,224,382		(1,000	)
Total Stockholders’ Equity		5,000,005		25,087
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	244,011,536	$	106,895

Operating costs	$	138,754
Loss from operations		(138,754	)

Other income:
Interest earned on marketable securities held in Trust Account		516,220
Unrealized gain on marketable securities held in Trust Account		1,173,651
Other income		1,689,871

Income before provision for income taxes		1,551,117
Provision for income taxes		(325,735	)
Net income	$	1,225,382

Weighted average shares outstanding, basic and diluted⁽¹⁾		6,780,707

Basic and diluted net loss per common share⁽²⁾	$	(0.01	)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	☒	Accelerated filer		☐

Non-accelerated filer	☒	☐	Smaller reporting company	☒	☐

Emerging growth company	☒	☐

~~(1)~~	~~Excludes an aggregate of 23,707,833 shares subject to possible redemption.~~
~~(2)~~	~~Excludes interest income of $1,299,168 attributable to shares subject to possible redemption for the three months ended March 31, 2020 (see Note 2).~~

	Common Stock						Additional Paid			(Accumulated Deficit) / Retained			Total Stockholders’
	Shares			Amount			in Capital			Earnings			Equity
Balance – January 1, 2020		6,337,500		$	634		$	25,453		$	(1,000	)	$	25,087

Forfeiture of Representative Shares		(50,000	)		(5	)		5			—			—

Sale of 24,150,000 Units, net of underwriting discount and offering expenses		24,150,000			2,415			236,187,199			—			236,189,614

Sale of 618,000 Private Units		618,000			61			6,179,939			—			6,180,000

Common stock subject to possible redemption		(23,707,833	)		(2,370	)		(238,617,708	)		—			(238,620,078	)

Net income		—			—			—			1,225,382			1,225,382

Balance – March 31, 2020		7,347,667		$	735		$	3,774,888		$	1,224,382		$	5,000,005

Cash Flows from Operating Activities:
Net income	$	1,225,382
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(516,220	)
Unrealized gain on marketable securities held in Trust Account		(1,173,651	)
Deferred tax provision		246,467
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(105,517	)
Accrued expenses		64,718
Income taxes payable		79,268
Net cash used in operating activities		(179,553	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(241,500,000	)
Net cash used in investing activities		(241,500,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		236,670,000
Proceeds from sale of Private Units		6,180,000
Proceeds from promissory note – related party		43,340
Repayment of promissory note – related party		(124,148	)
Payment of offering costs		(373,516	)
Net cash provided by financing activities		242,395,676

Net Change in Cash		716,123
Cash – Beginning of period		—
Cash – End of period	$	716,123

Non-Cash investing and financing activities:
Initial classification of common stock subject to possible redemption	$	237,394,700
Change in value of common stock subject to possible redemption	$	(1,225,378	)


													Accumulated
	Convertible preferred stock				Common stock					Additional paid-in			Other Comprehensive				Accumulated			Total stockholders'
	Shares		Amount		Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2021		—	$	—		214,997,014		$	21	$	619,841		$	(524	)		$	(162,962	)	$	456,376
Share-based compensation		—		—		—			—		5,784			—				—			5,784
Issuance of common stock upon exercise of stock options		—		—		1,029,266			1		185			—				—			186
Issuance of common stock upon release of restricted stock units		—		—		671,621			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		—		—		(53,553	)		—		(244	)		—				—			(244	)
Issuance of common stock upon exercise of warrants		—		—		120			—		1			—				—			1
Unrealized loss on available-for-sale securities		—		—		—			—		—			(2,455	)			—			(2,455	)
Net loss		—		—		—			—		—			—				(33,157	)		(33,157	)
Balance as of March 31, 2022		—	$	—		216,644,468		$	22	$	625,567		$	(2,979	)	`	$	(196,119	)	$	426,491
Share-based compensation		—		—		—			—		6,434			—				—			6,434
Issuance of common stock upon exercise of stock options		—		—		170,055			—		58			—				—			58
Issuance of common stock upon release of restricted stock units		—		—		458,399			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		—		—		(60,516	)		—		(174	)		—				—			(174	)
Unrealized loss on available-for-sale securities		—		—		—			—		—			(950	)			—			(950	)
Net loss		—		—		—			—		—			—				(34,971	)		(34,971	)
Balance as of June 30, 2022		—	$	—		217,212,406		$	22	$	631,885		$	(3,929	)		$	(231,090	)	$	396,888
Share-based compensation		—		—		—			—		6,140			—				—			6,140
Issuance of common stock upon exercise of stock options		—		—		131,110			—		57			—				—			57
Issuance of common stock upon release of restricted stock units		—		—		929,585			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		—		—		(120,483	)		—		(302	)		—				—			(302	)
Unrealized loss on available-for-sale securities		—		—		—			—		—			(752	)			—			(752	)
Net loss		—		—		—			—		—			—				(36,503	)		(36,503	)
Balance as of September 30, 2022		—	$	—		218,152,618		$	22	$	637,780		$	(4,681	)		$	(267,593	)	$	365,528


Cash - InterPrivate’s trust and cash (net of redemption)	$	240,777
Cash - Private offering		320,000
Less: transaction costs and advisory fees paid		(47,708	)
Net Business Combination and Private Offering	$	513,069


Common stock, outstanding prior to Business Combination	24,150,000
Less: redemption of IPV shares	(30,874	)
Common stock of IPV Corp	24,119,126
IPV founder shares	6,905,500
Shares issued in PIPE	28,318,478
Business Combination and PIPE shares	59,343,104
Legacy Aeva shares(1)	152,066,648
Total shares of common stock immediately after Business Combination	211,409,752
Aeva exercise of warrants	—
Total shares of common stock at March 12, 2021	211,409,752


(1)	The number of Legacy Aeva shares was determined as follows:


	Nine Months Ended September 30,
	2022					2021
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	3,640		91	%	$	6,143		96	%
EMEA		317		8	%		77		1	%
Asia		47		1	%		172		3	%
Total	$	4,004		100	%	$	6,392		100	%

Revenue by timing of recognition:
Recognized at a point in time	$	1,302		33	%	$	1,065		17	%
Recognized over time		2,702		67	%		5,327		83	%
Total	$	4,004		100	%	$	6,392		100	%


	Aeva shares		Aeva shares, effected for Exchange Ratio
Balance at December 31, 2019		8,031,018		72,894,258
Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019		8,606,780		78,120,214
Exercise of common stock options - 2020		38,675		351,037
Exercise of common stock options - 2021 (pre-Closing)		77,247		701,139
Total				152,066,648

	Three Months Ended March 31,
	2020
Net income	$	1,225,382
Less: Income attributable to common stock subject to possible redemption		(1,299,168	)
Adjusted net loss	$	(73,786	)

Weighted average shares outstanding, basic and diluted		6,780,707

Basic and diluted net loss per common share	$	(0.01	)


	Operating Leases
Remainder of 2022	$	840
2023		2,977
2024		2,748
2025		1,969
2026		290
Total minimum lease payments		8,824
Less: imputed interest		(630	)
Total lease liability	$	8,194

	~~Level 1:~~	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	~~Level 2:~~	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	~~Level 3:~~	~~Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.~~


	Three Months Ended September 30,
	2022			2021			Change $			Change %
	(in thousands, except percentages)
Revenues:
Product	$	625		$	531		$	94			18	%
Professional service		749			2,952			(2,203	)		(75	)%
Total revenues		1,374			3,483			(2,109	)		(61	)%
Cost of revenue
Product		2,438			617			1,821			295	%
Professional service		327			1,684			(1,357	)		(81	)%
Total cost of revenues		2,765			2,301			464			20	%
Gross profit		(1,391	)		1,182			(2,573	)		(218	)%
Operating expenses:
Research and development		26,123			20,908			5,215			25	%
General and administrative expenses		8,093			6,739			1,354			20	%
Selling and marketing expenses		2,195			922			1,273			138	%
Total operating expenses		36,411			28,569			7,842			27	%
Loss from operations		(37,802	)		(27,387	)		(10,415	)		38	%
Interest income		1,164			119			1,045			878	%
Other income, net		135			663			(528	)		(80	)%
Net loss before taxes		(36,503	)		(26,605	)		(9,898	)		37	%
Income tax provision		—			—			—
Net loss	$	(36,503	)	$	(26,605	)	$	(9,898	)		37	%


	Nine Months Ended September 30,
	2022			2021			Change $			Change %
	(in thousands, except percentages)
Revenues:
Product	$	1,302		$	1,065		$	237		22%
Professional service		2,702			5,327			(2,625	)	(49)%
Total revenues		4,004			6,392			(2,388	)	(37)%
Cost of revenue
Product		3,792			934			2,858		306%
Professional service		1,339			2,969			(1,630	)	(55)%
Total cost of revenues		5,131			3,903			1,228		31%
Gross profit		(1,127	)		2,489			(3,616	)	(145)%
Operating expenses:
Research and development		77,376			51,019			26,357		52%
General and administrative expenses		23,642			21,641			2,001		9%
Selling and marketing expenses		5,415			2,079			3,336		160%
Total operating expenses		106,433			74,739			31,694		42%
Loss from operations		(107,560	)		(72,250	)		(35,310	)	49%
Interest income		2,033			228			1,805		792%
Other income, net		896			1,886			(990	)	(52)%
Net loss before taxes		(104,631	)		(70,136	)		(34,495	)	49%
Income tax provision		—			—			—
Net loss	$	(104,631	)	$	(70,136	)	$	(34,495	)	49%

~~No.~~		~~Description of Exhibit~~
31.1* Exhibit Number		Description
3.1		Second Amended and Restated Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
3.2		Amended and Restated By-laws of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
31.1*		Certification of Principal Executive ~~and Principal Financial~~ Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.
32* 31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive ~~and~~Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS*
101.INS		Inline XBRL Instance Document
101.SCH* 101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL* 101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* 101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* 101.LAB		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE* 101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	~~INTERPRIVATE ACQUISITION CORP.~~
		AEVA TECHNOLOGIES, INC.
~~Date: May 12, 2020~~	~~By:~~	~~/s/ Ahmed M. Fattouh~~
Date: November 8, 2022	~~Name:~~	~~Ahmed M. Fattouh~~ By:	/s/Soroush Salehian Dardashti
	~~Title:~~	~~Chairman and~~	Soroush Salehian Dardashti
			Chief Executive ~~and~~ Officer

Date: November 8, 2022		By:	/s/ Saurabh Sinha
			Saurabh Sinha
			Chief Financial Officer
		~~(Principal Executive Officer and Principal Financial and Accounting Officer)~~