Filing identity and reporting period
Important identity mismatch: The supplied filing is InterPrivate Acquisition Corp.’s Form 10-K, not an Aeva Technologies, Inc. filing. It reports the period from incorporation on August 16, 2019 through December 31, 2019; it is not a standalone fourth-quarter report. The filing was signed March 30, 2020.
InterPrivate was a blank-check company formed to pursue a business combination. At year-end it had not begun operations, generated no revenue, and reported no substantive target-company discussions. Its IPO and private placements closed in February 2020, after the reporting date.
Financial results and liquidity
| Metric | Reported amount or status |
|---|---|
| Revenue | None |
| Formation and operating costs / net loss | $1,000 / $1,000 |
| Net loss per share | $0.00, basic and diluted |
| Cash flow from operations | $0 |
| Cash at December 31, 2019 | $0 |
| Total assets | $106,895, including $106,870 of deferred offering costs |
| Current liabilities | $81,808, including an $80,808 related-party promissory note |
| Stockholders’ equity | $25,087 |
| Long-term debt | None reported |
The company reported no operating revenues or operating history from which to assess margins or ongoing cash generation. It said the related-party note balance was $124,148 at IPO closing and was repaid on February 6, 2020.
Material developments after year-end
In February 2020, the company sold 24.15 million public units at $10 each, raising $241.5 million in gross IPO proceeds, and sold 618,000 private units for $6.18 million. It placed $241.5 million in a trust account and reported $867,876 of cash outside the trust for working capital. Transaction costs were $5,310,386, including $4,830,000 in underwriting fees.
The trust funds were intended primarily to finance a business combination. The company had until November 6, 2021 to complete one; otherwise, it generally was required to redeem public shares and liquidate. Public warrants carried an $11.50 exercise price. These post-year-end financing events should not be confused with December 31, 2019 balances.
Outlook, risks, and unusual items
- Management expected no operating revenue until after a business combination and said it did not expect to need additional funds for ordinary pre-transaction expenditures, while acknowledging that cost overruns, redemptions, or transaction financing needs could require additional funding.
- The filing added COVID-19 as a risk, citing possible adverse effects on target businesses and potential delays to the company’s search and transaction process.
- Related-party arrangements beginning in February 2020 included monthly payments of $10,000 for administrative support and $10,000 to a vice president for business-combination assistance. A further success fee of 3.5% of IPO gross proceeds—stated as $8,452,500—was payable to EarlyBirdCapital upon a completed business combination.
- Management reported effective disclosure controls as of year-end. The 10-K did not include management’s internal-control assessment or an auditor attestation under the applicable transition rules for newly public companies.
- No legal proceedings or off-balance-sheet arrangements were reported as of December 31, 2019. The auditor gave an unqualified opinion on the financial statements.
Most important facts to verify
- Confirm the filing is for InterPrivate Acquisition Corp., not Aeva Technologies, Inc.; the supplied company metadata does not match the filing.
- Confirm the reporting period is inception through December 31, 2019, and distinguish year-end financial statements from the February 2020 IPO and related transactions.
- Review the trust-account amount, outside-trust working capital, offering costs, and related-party note repayment against the audited statements and subsequent-event disclosures.
- Assess the business-combination deadline, redemption and liquidation terms, potential related-party payments, and EarlyBirdCapital success fee.