NEW YORK, Feb. 16, 2021 /PRNewswire/ -- InterPrivate
Acquisition Corp. ("InterPrivate") (NYSE: IPV) announced
today that the U.S. Securities and Exchange Commission (the
"SEC") has declared effective its Registration Statement on Form
S-4, as amended, filed in connection with its previously announced
business combination with Aeva, Inc. ("Aeva").
A special meeting of InterPrivate stockholders (the "Special
Meeting") to approve, among other things, the proposed business
combination will be held in virtual format on March 11, 2021 at 11:00
a.m. Eastern Time. InterPrivate also announced today that it
has filed with the SEC a definitive proxy statement/consent
solicitation statement/prospectus relating to the Special Meeting
and expects to commence mailing to its stockholders of record as of
the close of business on January 25,
2021 on or about February 16,
2021.
"We are excited to reach this important step in the transaction
process, and with the approval from IPV stockholders, look forward
to successfully completing the proposed business combination with
Aeva as they bring perception technology to mass market," said
Ahmed Fattouh, Chairman & CEO of
InterPrivate.
Soroush Salehian, Co-Founder and
CEO of Aeva added, "We founded Aeva with the vision to bring a new
wave of perception across all devices, and through this
transaction, look forward to becoming a public company and
accelerating our ability to bring our unique 4D LiDAR on chip
technology to not just automotive, but consumer, industrial and
beyond."
InterPrivate Stockholder Vote
Stockholders who own shares of InterPrivate as of January 25, 2021, should submit their vote by
5:00 pm Eastern Time on March 10, 2021. For more information on how to
vote, please visit www.ipvspac.com/vote. InterPrivate stockholders
who need assistance in completing the proxy card, need additional
copies of the proxy materials, or have questions regarding the
Special Meeting may contact InterPrivate's proxy solicitor, Morrow
Sodali LLC, by telephone at (800) 449-0910 or by email at
IPV.info@investor.morrowsodali.com
The proxy statement/consent solicitation statement/prospectus is
also available on the "SEC Filings" section of InterPrivate's
website at www.ipvspac.com, as well as www.sec.gov. InterPrivate
stockholders are encouraged to read the definitive /consent
solicitation statement/prospectus as it contains important
information about the proposed transaction, including, among other
things, the reasons for InterPrivate's board of directors'
unanimous recommendation that the stockholders of InterPrivate vote
"FOR" the proposed business combination and the other stockholder
proposals set forth in the proxy statement/consent solicitation
statement/prospectus as well as the background of the process that
led to the proposed business combination with Aeva.
The proposed business combination is expected to close on or
about March 12, 2021, subject to
stockholder approvals and satisfaction of customary closing
conditions. Following completion of the proposed business
combination, Aeva will retain its experienced management team. Mr.
Salehian will continue to serve as CEO, Mina Rezk, Co-Founder and Chief Technology
Officer of Aeva, will continue to serve as CTO and Saurabh Sinha will continue to serve as CFO. Mr.
Fattouh will join the Aeva board of directors upon closing of the
Business Combination.
About Aeva
Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk, and led by a multidisciplinary team
of engineers and operators, Aeva is building the next-generation of
sensing and perception for autonomous vehicles and beyond. Aeva is
backed by Adage Capital, Porsche SE, Lux Capital and Canaan
Partners, amongst others. For more information, visit
www.aeva.com
About InterPrivate Acquisition Corp.
InterPrivate is a blank check company organized for the purpose
of effecting a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities.
InterPrivate is controlled by affiliates of Ahmed M. Fattouh, Chairman and Chief Executive
Officer, and InterPrivate LLC, a private investment firm founded by
Mr. Fattouh that invests on behalf of a consortium of family
offices in partnership with independent sponsors from the private
equity and venture capital industries. InterPrivate focused its
efforts on evaluating business combination targets by leveraging
InterPrivate's network of independent sponsors, family offices and
private equity and venture capital firms. InterPrivate is an
emerging growth company as defined in the Jumpstart Our Business
Startups Act of 2012. For more information, visit
www.ipvspac.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Aeva and InterPrivate, including
statements regarding the benefits of the transaction, the
anticipated timing of the transaction, the services offered by Aeva
and the markets in which it operates, and Aeva's projected future
results. 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 press release, 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 legal
proceedings 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,
(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
below 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.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Aeva and InterPrivate. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. InterPrivate
filed a registration statement on Form S-4 with the SEC on
December 3, 2020 and subsequent
amendments on Form S-4/A (the "Registration Statement"), which
included a proxy statement of InterPrivate, a consent solicitation
statement of Aeva and a prospectus of InterPrivate. The
Registration Statement was declared effective by the SEC on
February 12, 2021. On February 16, 2021, InterPrivate filed the
definitive proxy statement/consent solicitation
statement/prospectus with the SEC. 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/ or by written request to InterPrivate at
InterPrivate Acquisition Corp., 1350 Avenue of the Americas,
New York, NY 10019.
Participants in the Solicitation
InterPrivate and Aeva and their respective directors
and officers may be deemed to be participants in the solicitation
of proxies from InterPrivate's stockholders in connection with the
proposed transaction. Additional 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 free copies of
these documents as described in the preceding paragraph.
Press Contacts
InterPrivate
Charlotte Luer, Marketing
cluer@interprivate.com
+1-239-404-6785
Aeva
Investors:
Andrew Fung
investors@aeva.ai
Media:
Michelle
Chang
press@aeva.ai
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SOURCE InterPrivate Acquisition Corp.
