SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)*
AEVA TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00835Q103
(CUSIP Number)
Canaan XI L.P.
c/o Canaan Partners
285 Riverside Avenue, Suite 250
Westport, Connecticut 06880
(203) 855-0400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 15, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00835Q103 | SC 13D/A | Page 2 of 6 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Canaan XI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
18,485,196 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
18,485,196 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,485,196 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.6% * | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Calculated based upon 214,008,437 outstanding shares of Common Stock of the Issuer as of November 2, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 12, 2021. |
| CUSIP No. 00835Q103 | SC 13D/A | Page 3 of 6 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Canaan Partners XI LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
18,485,196 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
18,485,196 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
18,485,196 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
8.6% * | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Calculated based upon 214,008,437 outstanding shares of Common Stock of the Issuer as of November 2, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 12, 2021. |
| CUSIP No. 00835Q103 | SC 13D/A | Page 4 of 6 |
EXPLANATION.
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Aeva Technologies, Inc., a Delaware corporation formerly known as InterPrivate Acquisition Corp. (the “Issuer”), and is being filed on behalf of the Reporting Persons. This Amendment No. 1 amends and supplements the initial Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) by the Reporting Persons on March 22, 2021 (the “Initial Schedule 13D”, together with this Amendment No. 1, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. The Common Stock is held directly by Canaan XI L.P.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Paragraphs (a), (b) and (c) of this Item 5 are amended and restated as follows:
(a) and (b) As of the date of this Schedule 13D, Canaan XI directly beneficially owns 18,485,196 shares of Common Stock, representing approximately 8.6% of the total outstanding shares of Common Stock based upon 214,008,437 outstanding shares of Common Stock of the Issuer as of November 2, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 12, 2021.
As of the date of this Schedule 13D, Canaan XI GP may be deemed to beneficially own the shares held directly by Canaan XI.
(c) The transactions in the shares beneficially owned by the Reporting Persons that were effected during the past sixty days consist of two distributions-in-kind by Canaan XI L.P. as follows: (i) on December 9, 2021, Canaan XI LP distributed 1,027,500 shares of the Issuer’s Common Stock and (ii) on December 15, 2021, Canaan XI LP distributed 1,037,500 shares of the Issuer’s Common Stock.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
| Exhibit 99.1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended |
| CUSIP No. 00835Q103 | SC 13D/A | Page 5 of 6 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: December 20, 2021
| CANAAN XI L.P. | ||
| By: | Canaan Partners XI LLC, its general partner | |
| By: | /s/ Nancy Levenson | |
Nancy Levenson Attorney-in-Fact | ||
| CANAAN PARTNERS XI LLC | ||
| By: | /s/ Nancy Levenson | |
Nancy Levenson Attorney-in-Fact | ||
| CUSIP No. 00835Q103 | SC 13D/A | Page 6 of 6 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended | |
