Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the “SEC”) issued a statement (the “Statement”) on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”). The Statement discussed certain features of warrants similar to the private placement warrants (the “Private Placement Warrants”) issued in connection with the initial public offering of InterPrivate Acquisition Corp. (“IPV”). The features discussed in the Statement were not included in the public warrants issued by IPV in connection with its initial public offering. As previously announced, Aeva Technologies, Inc. (the “Company”) completed its business combination with IPV on March 12, 2021 (the “Merger”).
On May 17, 2021, the Audit Committee of the Board of Directors of the Company, after discussion with management of the Company and based on management’s consultation with Marcum LLP, IPV’s independent registered public accounting firm, concluded that IPV’s previously issued consolidated financial statements as of and for the year ended December 31, 2020 (included in IPV’s Annual Report on Form 10-K for the year ended December 31, 2020) should be restated to reflect the impact of the Statement on the Private Placement Warrants and accordingly, should no longer be relied upon. Similarly, any previously furnished or filed reports, related earnings releases, investor presentations or similar communications describing IPV’s financial results for the year ended December 31, 2020 should no longer be relied upon. In addition, the unaudited pro forma condensed combined financial information included in the Company’s Form 8-K filed on March 18, 2021 should no longer be relied upon.
The Company intends to file restated financial statements for IPV for the year ended December 31, 2020 on Form 10-K/A as soon as reasonably practicable.
In light of the restatement discussed above, the Company has reassessed the effectiveness of IPV’s controls and procedures as of December 31, 2020 and has concluded that IPV did not maintain effective disclosure controls and procedures and had a material weakness in internal control over financial reporting as of such date.
Authorized officers of the Company have discussed the matters disclosed in this Item 4.02 with Marcum LLP, IPV’s independent registered public accounting firm prior to the Merger, and with Deloitte & Touche LLP, the Company’s current independent registered public accounting firm.
