Business Context and Reporting Period
This Form 8-K was filed by InterPrivate Acquisition Corp. on December 23, 2020, with a signature date of December 31, 2020. The filing concerns proposed business combination transactions with Aeva, Inc., a lidar technology company. The registrant was a special purpose acquisition company; the filing does not present Aeva’s operating results or financial statements.
Key Financial and Capitalization Metrics
- First December 2020 PIPE: Approximately 13,043,478 shares at $11.50 per share, for aggregate proceeds of approximately $150 million.
- Second December 2020 PIPE: Approximately 3,125,000 shares at a final price of $16.00 per share, for aggregate proceeds of approximately $50 million.
- Total December 2020 PIPE transactions: Approximately $200 million and 16,168,478 shares.
- Prior November 2020 PIPE: 12 million shares for aggregate proceeds of $120 million.
- Combined PIPE proceeds: Approximately $320 million, subject to closing conditions.
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity balances, or other operating metrics.
Material Changes Versus the Prior Comparable Period
Relative to the previously reported November 2020 PIPE transaction, InterPrivate entered into additional subscription agreements that would provide approximately $200 million of incremental capital. If completed, the December transactions, together with the November PIPE, are intended to satisfy the business combination agreement’s minimum cash requirement of $150 million after applicable conditions and redemptions.
Guidance, Outlook, Risks, and Unusual Items
- Closing of the PIPE transactions is conditioned on completion of the proposed merger with Aeva, stockholder approval, satisfaction of other closing conditions, and the required minimum trust account amount after redemptions.
- First PIPE subscribers agreed to vote their shares in favor of the proposed transaction, not submit those shares for conversion, and generally observe a one-year lockup after closing, subject to exceptions.
- The shares are to be issued in private placements under the Section 4(a)(2) exemption and are not initially registered under the Securities Act. Subscribers receive registration rights.
- Key risks include failure or delay in completing the merger, failure to obtain approvals or satisfy closing conditions, redemptions reducing available cash, inability to meet the business combination deadline, volatility and listing risks, Aeva’s need for additional capital, execution and commercialization challenges, supplier and manufacturing dependencies, litigation, regulatory risks, intellectual-property protection, and the possibility that Aeva never achieves profitability.
- No financial guidance or specific operating outlook is provided in this filing.
Important Facts for Investors to Verify
- Whether the proposed merger with Aeva was completed and whether the December 2020 PIPE transactions closed.
- The final number of shares issued, proceeds received, and resulting ownership and dilution.
- The amount remaining in the trust account after public-stockholder redemptions and whether the minimum cash condition was satisfied.
- The terms and timing of the registration rights, lockup restrictions, and any subsequent share sales.
- Aeva’s financial condition, cash runway, capital requirements, commercialization progress, and path to profitability, none of which are quantified in this Form 8-K.