Item
3.02
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Unregistered
Sales of Equity Securities.
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On December 17, 2020, an institutional accredited
investor and its affiliated investment vehicles (collectively, the “Investor”) offered to purchase from InterPrivate
Acquisition Corp., a Delaware corporation (“InterPrivate”), approximately 13,043,478 shares of common stock, par value
$0.0001 per share, of InterPrivate (“InterPrivate Common Stock”), for a purchase price of $11.50 per share and an aggregate
purchase price of approximately $150,000,000, in a private placement. The volume-weighted-average-price (the “VWAP”)
of InterPrivate Common Stock for the ten trading days ended December 17, 2020 was $13.8312. On December 18, 2020, the board of
directors of InterPrivate approved this offer, subject to completion of definitive documentation for such sale.
On December 22, 2020, the Investor offered to
purchase an additional $50 million in shares of InterPrivate Common Stock for a purchase price per share equal to the VWAP of InterPrivate
Common Stock for the ten trading days ended December 31, 2020, subject to a cap of $16 and a floor of $10 (the “Final Price”).
The VWAP of InterPrivate Common Stock for the ten trading days ended December 22, 2020 was $14.8513. On December 23, 2020,
the board of directors of InterPrivate approved this offer, subject to completion of definitive documentation for such sale.
On December 23, 2020, InterPrivate entered into
separate subscription agreements with the Investor pursuant to which the Investor agreed to purchase, and InterPrivate agreed to
sell to the Investor, an aggregate of approximately 13,043,478 shares of InterPrivate Common Stock, for a purchase price of $11.50
per share and an aggregate purchase price of approximately $150,000,000, in a private placement, subject to certain conditions
described below (the “First PIPE Transaction”). On December 23, 2020, InterPrivate also entered into additional separate
subscription agreements with the Investor, pursuant to which the Investor agreed to purchase, and InterPrivate agreed to sell to
the Investor, an aggregate of $50 million in shares of InterPrivate Common Stock for a purchase price per share equal to the Final
Price, which is $16.00, or an aggregate of approximately 3,125,000 shares of InterPrivate Common Stock for an aggregate purchase
price of approximately $50,000,000, subject to certain conditions described below (the “Second PIPE Transaction”, and
together with the First PIPE Transaction, the “December 2020 PIPE Transactions”).
The
closing of the December 2020 PIPE Transactions 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 (the “Business Combination 8-K”). If consummated, the December
2020 PIPE Transactions, together with the private placement of 12,000,000 shares of InterPrivate Common Stock for an aggregate
purchase price of $120,000,000 reported by InterPrivate in the Business Combination 8-K (the “November 2020 PIPE Transaction”),
will enable InterPrivate to meet the minimum cash amount of $150 million required under the BCA to close the Proposed Transaction.
The
subscription agreements also provide the Investor with similar registration rights as provided to the subscribers in the November
2020 PIPE Transaction.
Each
subscriber participating in the First PIPE Transaction (each, a “Subscriber”) entered into a separate Waiver and Lockup
Agreement with InterPrivate (collectively, the “Lockup Agreements”). Pursuant to the Lockup Agreements, each Subscriber
agreed to vote all shares of InterPrivate Common Stock held of record or beneficially by such Subscriber on the record date to
be set for the stockholder vote to approve the Proposed Transaction in favor of the Proposed Transaction. Each Subscriber also
agreed not to submit any such shares of InterPrivate Common Stock for conversion in connection with such vote.
Subject
to certain exceptions, the Lockup Agreements further provide for the shares of InterPrivate Common Stock purchased in the First
PIPE Transaction to be locked-up for a period of one year following the closing of the Proposed Transaction.
The
shares of InterPrivate Common Stock that may be issued in connection with the subscription agreements will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act.
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.