Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release issued on January 4, 2021 by InterPrivate
Acquisition Corp., a Delaware corporation ("InterPrivate"), announcing the entry
into subscription agreements with an institutional accredited investor and its
affiliated investment vehicles for an aggregate $200 million investment in a
private placement (the "Private Placement"). The closing of the Private
Placement is conditioned on the closing of the merger of WLLY Merger Sub Corp.,
a Delaware corporation and wholly-owned direct subsidiary of InterPrivate
("Merger Sub"), with and into Aeva, Inc., a Delaware corporation ("Aeva"), with
Aeva surviving the merger as a wholly-owned direct subsidiary of InterPrivate,
as contemplated by the previously announced Business Combination Agreement (the
"BCA"), dated as of November 2, 2020, among InterPrivate, Aeva and Merger Sub
(the "Merger" and, together with the other transactions related thereto, the
"Proposed Transaction"), which remains subject to approval by the stockholders
of InterPrivate and other conditions described in InterPrivate's Current Report
on Form 8-K filed on November 6, 2020.
Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transaction. In
connection with the Proposed Transaction, InterPrivate filed a registration
statement on Form S-4 with the SEC on December 3, 2020, which included a proxy
statement of InterPrivate, a consent solicitation statement of Aeva and a
prospectus of InterPrivate. The proxy statement/consent solicitation
statement/prospectus will be sent to all InterPrivate and Aeva stockholders.
InterPrivate also will file other documents regarding the Proposed Transaction
with the SEC. Before making any voting decision, investors and security holders
of InterPrivate and Aeva are urged to read the registration statement, the proxy
statement/consent solicitation statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection with the
Proposed Transaction as they become available because they will contain
important information about the Proposed Transaction.
Investors and security holders may obtain free copies of the proxy
statement/consent solicitation statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by InterPrivate through the
website maintained by the SEC at www.sec.gov. In addition, the documents filed
by InterPrivate may be obtained free of charge from InterPrivate's website at
https://ipvspac.com/sec-filings/ or by written request to InterPrivate at
InterPrivate Acquisition Corp., 1350 Avenue of the Americas, New York, NY
10019.
Participants in Solicitation
InterPrivate and Aeva and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from InterPrivate's
stockholders in connection with the Proposed Transaction. Information regarding
the interests of those persons and other persons who may be deemed participants
in the Proposed Transaction may be obtained by reading the proxy
statement/consent solicitation statement/prospectus regarding the Proposed
Transaction. You may obtain a free copy of these documents as described in the
preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws with respect to the Proposed
Transaction between Aeva and InterPrivate. These forward-looking statements
generally are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "will be," "will continue," "will likely
result," and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks and
uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including, but
not limited to: (i) the risk that the transaction may not be completed in a
timely manner or at all, which may adversely affect the price of InterPrivate's
securities, (ii) the risk that the transaction may not be completed by
InterPrivate's business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by InterPrivate,
(iii) the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the business combination agreement by the
stockholders of InterPrivate and Aeva, the satisfaction of the minimum trust
account amount following redemptions by InterPrivate's public stockholders and
the receipt of certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the Proposed
Transaction, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the business combination agreement, (vi)
the effect of the announcement or pendency of the transaction on Aeva's business
relationships, performance, and business generally, (vii) risks that the
Proposed Transaction disrupts current plans of Aeva and potential difficulties
in Aeva employee retention as a result of the Proposed Transaction, (viii) the
outcome of any legal proceedings that may be instituted against Aeva or against
InterPrivate related to the business combination agreement or the Proposed
Transaction, (ix) the ability to maintain the listing of InterPrivate's
securities on the New York Stock Exchange, (x) the price of InterPrivate's
securities may be volatile due to a variety of factors, including changes in the
competitive and highly regulated industries in which Aeva plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting Aeva's business and changes in the combined capital structure, (xi)
the ability to implement business plans, forecasts, and other expectations after
the completion of the Proposed Transaction, and identify and realize additional
opportunities, (xii) the risk of downturns and the possibility of rapid change
in the highly competitive industry in which Aeva operates, (xiii) the risk that
Aeva and its current and future collaborators are unable to successfully develop
and commercialize Aeva's products or services, or experience significant delays
in doing so, (xiv) the risk that Aeva may never achieve or sustain
profitability; (xv) the risk that Aeva will need to raise additional capital to
execute its business plan, which many not be available on acceptable terms or at
all; (xvi) the risk that the post-combination company experiences difficulties
in managing its growth and expanding operations, (xvii) the risk that
third-parties suppliers and manufacturers are not able to fully and timely meet
their obligations, (xviii) the risk of product liability or regulatory lawsuits
or proceedings relating to Aeva's products and services, and (xix) the risk that
Aeva is unable to secure or protect its intellectual property and (xx) the risk
that the post-combination company's securities will not be approved for listing
on the New York Stock Exchange or if approved, maintain the listing. The
foregoing list of factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described in the "Risk
Factors" section of InterPrivate's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, the registration statement on Form S-4 and proxy statement/consent
solicitation statement/prospectus discussed above and other documents filed by
InterPrivate from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements,
and Aeva and InterPrivate assume no obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Aeva nor InterPrivate gives any assurance
that either Aeva or InterPrivate will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Proposed Transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of InterPrivate, Aeva or Merger
Sub, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or
exemptions therefrom.
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