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 managements consultation with Marcum LLP, IPVs independent registered public accounting firm, concluded that IPVs previously issued consolidated financial statements as of and for the year ended December 31, 2020
(included in IPVs 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 IPVs 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 Companys 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 IPVs 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,
IPVs independent registered public accounting firm prior to the Merger, and with Deloitte & Touche LLP, the Companys current independent registered public accounting firm.