10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39204

AEVA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	84-3080757
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Ellis Street Mountain View, CA	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 481-7070

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	AEVA	New York Stock Exchange
Warrants to purchase one share of common stock	AEVA.WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2023, the registrant had 223,445,507 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “goal,” “plan,” “intend,” “expect,” “seek”, and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.

As used in this report, the terms “Aeva,” “we,” “us,” “our,” and “the Company” mean Aeva Technologies, Inc. and its subsidiaries unless the context indicates otherwise.

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PAR VALUE)

(UNAUDITED)

	September 30, 2023			December 31, 2022
Assets
Cash and cash equivalents	$	40,550		$	67,420
Marketable securities		193,141			256,392
Accounts receivable		769			2,887
Inventories		2,692			2,951
Other current assets		5,620			5,473
Total current assets		242,772			335,123
Operating lease right-of-use assets		7,770			7,402
Property, plant and equipment, net		11,199			9,720
Intangible assets, net		2,850			3,525
Other noncurrent assets		1,067			862
Total assets	$	265,658		$	356,632
Liabilities and stockholders' equity
Accounts payable	$	3,306		$	5,182
Accrued liabilities		2,772			9,063
Accrued employee costs		4,860			4,721
Lease liability, current portion		3,347			2,667
Other current liabilities		444			194
Total current liabilities		14,729			21,827
Lease liability, noncurrent portion		4,501			4,789
Warrant liability		22			90
Total liabilities		19,252			26,706
Commitments and contingencies (Note 12)
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding		—			—
Common stock $0.0001 par value; 422,000 shares authorized; 223,167 and 218,748 shares issued    and outstanding at September 30, 2023 and December 31, 2022, respectively		22			22
Additional paid-in capital		661,999			643,756
Accumulated other comprehensive loss		(981	)		(3,585	)
Accumulated deficit		(414,634	)		(310,267	)
Total stockholders' equity		246,406			329,926
Total liabilities and stockholders' equity	$	265,658		$	356,632

See accompanying notes to the unaudited condensed consolidated financial statements

4

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	810		$	1,374		$	2,701		$	4,004
Cost of revenue		2,525			2,765			7,715			5,131
Gross loss		(1,715	)		(1,391	)		(5,014	)		(1,127	)
Operating expenses:
Research and development expenses		23,787			26,123			76,306			77,376
General and administrative expenses		8,474			8,093			24,020			23,642
Selling and marketing expenses		1,520			2,195			5,603			5,415
Total operating expenses		33,781			36,411			105,929			106,433
Operating loss		(35,496	)		(37,802	)		(110,943	)		(107,560	)
Interest income		2,219			1,164			6,508			2,033
Other income, net		39			135			68			896
Loss before income taxes	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Income tax provision		—			—			—			—
Net loss	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Unrealized gain (loss) on available-for-sale securities		915			(752	)		2,604			(4,157	)
Total comprehensive loss	$	(32,323	)	$	(37,255	)	$	(101,763	)	$	(108,788	)
Net loss per share, basis and diluted	$	(0.15	)	$	(0.17	)		(0.47	)		(0.48	)
Weighted-average shares used in computing net loss per share, basic and diluted		222,825,819			217,888,470			221,003,348			216,937,433

See accompanying notes to the unaudited condensed consolidated financial statements

5

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

									Accumulated
	Common stock					Additional paid-in			other comprehensive				Accumulated			Total stockholders'
	Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2022		218,748,423		$	22	$	643,756		$	(3,585	)		$	(310,267	)	$	329,926
Share-based compensation		—			—		5,963			—				—			5,963
Issuance of common stock upon exercise of stock    options		236,642			—		57			—				—			57
Issuance of common stock upon release of restricted    stock units		1,077,527			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted    stock units		(12,497	)		—		(19	)		—				—			(19	)
Unrealized gain on available-for-sale securities		—			—		—			1,212				—			1,212
Net loss		—			—		—			—				(35,174	)		(35,174	)
Balance as of March 31, 2023		220,050,095		$	22	$	649,757		$	(2,373	)	`	$	(345,441	)	$	301,965
Share-based compensation		—			—		7,041			—				—			7,041
Issuance of common stock upon exercise of stock    options		118,314			—		59			—				—			59
Issuance of common stock upon release of restricted    stock units		723,472			—		—			—				—			—
Shares withheld for the withholding tax on vesting of    restricted stock units		—			—		—			—				—			—
Unrealized gain on available-for-sale securities		—			—		—			477				—			477
Net loss		—			—		—			—				(35,955	)		(35,955	)
Balance as of June 30, 2023		220,891,881		$	22	$	656,857		$	(1,896	)		$	(381,396	)	$	273,587
Share-based compensation							5,149										5,149
Issuance of common stock upon exercise of stock    options		103,609			—		36			—				—			36
Issuance of common stock upon release of restricted    stock units		2,227,418			—		—			—				—			—
Shares withheld for the withholding tax on vesting of    restricted stock units		(55,793	)		—		(43	)									(43	)
Unrealized gain on available-for-sale securities										915							915
Net loss		—			—		—			—				(33,238	)		(33,238	)
Balance as of September 30, 2023		223,167,115		$	22	$	661,999		$	(981	)		$	(414,634	)	$	246,406

See accompanying notes to the unaudited condensed consolidated financial statements

6

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

									Accumulated
	Common stock					Additional paid-in			other comprehensive				Accumulated			Total stockholders'
	Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2021		214,997,014		$	21	$	619,841		$	(524	)		$	(162,962	)	$	456,376
Share-based compensation		—			—		5,784			—				—			5,784
Issuance of common stock upon exercise of stock    options		1,029,266			1		185			—				—			186
Issuance of common stock upon release of restricted    stock units		671,621			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted    stock units		(53,553	)		—		(244	)		—				—			(244	)
Issuance of common stock upon exercise of warrants		120			—		1			—				—			1
Unrealized loss on available-for-sale securities		—			—		—			(2,455	)			—			(2,455	)
Net loss		—			—		—			—				(33,157	)		(33,157	)
Balance as of March 31, 2022		216,644,468		$	22	$	625,567		$	(2,979	)	`	$	(196,119	)	$	426,491
Share-based compensation		—			—		6,434			—				—			6,434
Issuance of common stock upon exercise of stock    options		170,055			—		58			—				—			58
Issuance of common stock upon release of restricted    stock units		458,399			—		—			—				—			—
Shares withheld for the withholding tax on vesting of    restricted stock units		(60,516	)		—		(174	)		—				—			(174	)
Unrealized loss on available-for-sale securities		—			—		—			(950	)			—			(950	)
Net loss		—			—		—			—				(34,971	)		(34,971	)
Balance as of June 30, 2022		217,212,406		$	22	$	631,885		$	(3,929	)		$	(231,090	)	$	396,888
Share-based compensation		—			—		6,140			—				—			6,140
Issuance of common stock upon exercise of stock    options		131,110			—		57			—				—			57
Issuance of common stock upon release of restricted    stock units		929,585			—		—			—				—			—
Shares withheld for the withholding tax on vesting of    restricted stock units		(120,483	)		—		(302	)		—				—			(302	)
Unrealized loss on available-for-sale securities		—			—		—			(752	)			—			(752	)
Net loss		—			—		—			—				(36,503	)		(36,503	)
Balance as of September 30, 2022		218,152,618		$	22	$	637,780		$	(4,681	)		$	(267,593	)	$	365,528

See accompanying notes to the unaudited condensed consolidated financial statements

7

AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(104,367	)	$	(104,631	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,145			2,305
Inventory reserve		170			1,363
Change in fair value of warrant liability		(68	)		(922	)
Stock-based compensation		18,153			18,358
Amortization of right-of-use assets		2,278			2,147
Realized loss on available-for-sale securities		—			29
Amortization of premium and accretion of discount on available-for-sale securities, net		(2,102	)		641
Changes in operating assets and liabilities:
Accounts receivable		2,118			(1,046	)
Inventories		89			(580	)
Other current assets		(147	)		(615	)
Other noncurrent assets		(204	)		(4	)
Accounts payable		(2,402	)		1,751
Accrued liabilities		(6,291	)		(456	)
Accrued employee costs		139			1,283
Lease liability		(2,253	)		(2,133	)
Other current liabilities		250			(583	)
Net cash used in operating activities		(91,492	)		(83,093	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(3,423	)		(5,967	)
Purchase of available-for-sale securities		(97,642	)		(143,730	)
Proceeds from maturities of available-for-sale securities		165,597			284,176
Net cash provided by investing activities		64,532			134,479
Cash flows from financing activities:
Payments of taxes withheld on net settled vesting of restricted stock units		(62	)		(613	)
Proceeds from exercise of warrants		—			1
Proceeds from exercise of stock options		152			301
Net cash (used in) provided by financing activities		90			(311	)
Net (decrease) increase in cash and cash equivalents		(26,870	)		51,075
Beginning cash and cash equivalents		67,420			66,810
Ending cash and cash equivalents	$	40,550		$	117,885
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment recorded in accounts payable and accrued liabilities	$	604		$	(97	)
Taxes withheld on net settled vesting of restricted stock units	$	-		$	107
Right-of-use asset obtained in exchange for lease liability	$	2,646		$	-

See accompanying notes to the unaudited condensed consolidated financial statements

8

AEVA TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

On March 12, 2021 (the “Closing Date”), Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc. Aeva, Inc. was incorporated in the State of Delaware on December 5, 2016 and is headquartered in Mountain View, California. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination. Refer to Reverse Capitalization with IPV in Note 2 to the financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional information relating to the BCA.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC.

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $233.7 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $414.6 million as of September 30, 2023. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any

losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in the United States, APAC, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances.

As of September 30, 2023, three customers accounted for 26%, 25% and 12% of the accounts receivable, respectively. As of December 31, 2022, one customer accounted for 66% of accounts receivable. As of September 30, 2023, two vendors accounted for 21% and 10% of the accounts payable, respectively. As of December 31, 2022, two vendors accounted for 10% each of the accounts payable.

Recent Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The adoption of ASU 2021-08 on January 1, 2023 did not have any impact on the Company’s condensed consolidated financial statements.

Note 2. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue for the three months ended September 30, 2023 and 2022, based on the disaggregation criteria described above were as follows (in thousands):

	Three Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	445		55	%	$	1,119		81	%
EMEA		168		21	%		233		17	%
APAC		197		24	%		22		2	%
Total	$	810		100	%	$	1,374		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	810		100	%	$	625		45	%
Recognized over time		—		0	%		749		55	%
Total	$	810		100	%	$	1,374		100	%

Total revenue for the nine months ended September 30, 2023 and 2022, based on the disaggregation criteria described above are as follows (in thousands):

	Nine Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	1,464		54	%	$	3,640		91	%
EMEA		569		21	%		317		8	%
APAC		668		25	%		47		1	%
Total	$	2,701		100	%	$	4,004		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	2,267		84	%	$	1,302		33	%
Recognized over time		434		16	%		2,702		67	%
Total	$	2,701		100	%	$	4,004		100	%

For the three months ended September 30, 2023, two customers accounted for 40% and 11%of the Company’s revenue, respectively. For the three months ended September 30, 2022, one customer accounted for 55% of the Company’s revenue.

10

For the nine months ended September 30, 2023, two customers accounted for 27% and 13% of the Company’s revenue, respectively. For the nine months ended September 30, 2022, two customers accounted for 40% and 27% of the Company’s revenue, respectively.

Contract Assets and Contract Liabilities

As of September 30, 2023, and December 31, 2022, the Company had contract assets of $0.1 million and $0.2 million, respectively, recognized in other current assets. The Company had no contract liability as of September 30, 2023 and December 31, 2022.

Note 3. Financial Instruments

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

	September 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	19,976	$	—	$	—		$	19,976	$	19,976	$	—
Level 1
Money market funds		11,123		—		—			11,123		11,123		—
Level 2
U.S. agency securities		70,918		—		(499	)		70,419		—		70,419
U.S. Treasury securities		3,491		—		(24	)		3,467		1,991		1,476
Commercial paper		38,794		—		(40	)		38,754		7,460		31,294
Corporate bonds		90,370		—		(418	)		89,952		—		89,952
Subtotal		203,573		—		(981	)		202,592		9,451		193,141
Total assets	$	234,672	$	-	$	(981	)	$	233,691	$	40,550	$	193,141
Liabilities
Level 3
Warrant liabilities	$	22	$	—	$	—		$	22	$	—	$	—
Total liabilities	$	22	$	—	$	—		$	22	$	—	$	—

	December 31, 2022
	Adjusted Cost		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	17,980	$	—		$	17,980	$	17,980	$	—
Level 1
Money market funds		44,443		—			44,443		44,443		—
Level 2
U.S. agency securities		65,493		(1,518	)		63,975		—		63,975
U.S. Treasury securities		14,953		(111	)		14,842		—		14,842
Commercial paper		40,859		(100	)		40,759		4,997		35,762
Corporate bonds		143,669		(1,856	)		141,813		—		141,813
Subtotal		264,974		(3,585	)		261,389		4,997		256,392
Total assets	$	327,397	$	(3,585	)	$	323,812	$	67,420	$	256,392
Liabilities
Level 3
Warrant liabilities	$	90	$	—		$	90	$	—	$	—
Total liabilities	$	90	$	—		$	90	$	—	$	—

11

The fair value of the private placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

	September 30, 2023			December 31, 2022
Fair value, beginning balance	$	90		$	1,060
Change in the fair value included in other income, net		(68	)		(970	)
Fair value, closing balance	$	22		$	90

The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods:

	September 30, 2023			December 31, 2022
Expected term (years)		2.4			3.2
Expected volatility		95.3	%		88.2	%
Risk-free interest rate		4.92	%		4.22	%
Dividend yield		0	%		0	%
Exercise Price	$	11.50		$	11.50

Note 4. Acquisition of Intangible Assets

As of September 30, 2023, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

Remainder of 2023	$	225
2024		900
2025		900
2026		825
Total future amortization	$	2,850

The Company recorded amortization expense related to the acquired intangible assets of $0.2 million each for the three months ended September 30, 2023 and September 30, 2022, respectively, and $0.7 million each for the nine months ended September 30, 2023, and September 30, 2022, respectively.

Note 5. Inventories

Inventories consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Raw materials	$	2,357	$	2,743
Work-in-progress		59		42
Finished goods		275		166
Total inventories	$	2,692	$	2,951

12

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	2023			2022
Computer equipment	$	2,443		$	2,363
Lab equipment		6,388			5,055
Leasehold improvements		3,030			2,961
Construction in progress		1,083			1,488
Testing equipment		1,268			692
Manufacturing equipment		4,025			1,831
Furniture, fixtures and other equipment		567			535
Total property, plant and equipment	$	18,804		$	14,925
Less: accumulated depreciation		(7,605	)		(5,205	)
Total property, plant and equipment, net	$	11,199		$	9,720

Depreciation related to property, plant, and equipment was $0.8 million and $0.6 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $2.5 million and $1.6 million for the nine months ended September 30, 2023, and September 30, 2022, respectively.

Note 7. Other current assets

Other current assets consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Prepaid expenses	$	2,899	$	2,343
Contract assets		111		247
Vendor deposits		806		1,398
Other current assets		1,804		1,485
Total other current assets	$	5,620	$	5,473

Note 8. Capital Structure

As of September 30, 2023, the Company was authorized to issue up to 422,000,000 shares of common stock, each with a par value of $0.0001 per share.

Preferred Stock

As of September 20, 2023, the Company was authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, no shares of preferred stock were issued and outstanding.

Warrants

As of September 30, 2023, the Company had 12,074,880 public and 384,000 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share.

13

Note 9. Earnings (Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Denominator:
Weighted average shares of common stock outstanding — Basic		222,825,819			217,888,470			221,003,348			216,937,433
Dilutive effect of potential common stock		—			—			—			—
Weighted average shares of common stock outstanding — Diluted		222,825,819			217,888,470			221,003,348			216,937,433
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.15	)	$	(0.17	)	$	(0.47	)	$	(0.48	)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	Nine Months Ended September 30,
	2023		2022
Common stock options issued and outstanding		12,497,254		13,686,976
Restricted stock units		26,144,366		10,798,551
Performance-based restricted stock units		9,558,823		—
Warrants		12,458,876		—
Total		60,659,319		24,485,527

Note 10. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and restricted stock units (“RSU”) may be granted to employees. Under the Stock Plans, the Company has 10,334,897 shares available for issuance as of September 30, 2023.

Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, typically stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a ten-year period to exercise the options before they expire.

A summary of the Company’s stock option activity, for nine months ended September 30, 2023, was as follows:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022		13,434,083		$	0.67		6.77	$	11,593
Granted		—			—		—		—
Exercised		(458,565	)		0.33		—		—
Forfeited		(418,700	)		2.99		—		—
Expired		(59,564	)		0.26		—		—
Outstanding as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151
Vested and exercisable as of September 30, 2023		11,528,748		$	0.52		5.69	$	4,034
Vested and expected to vest as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151

There were no options granted during the nine months ended September 30, 2023. As of September 30, 2023, the Company had $1.2 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.1 years.

14

Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSU”)

The following table summarizes our RSU activity for the nine months ended September 30, 2023:

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022		11,945,375		$	5.22
Granted		23,022,625			1.28
Released		(4,028,417	)		4.36
Forfeited		(4,795,217	)		3.80
Outstanding as of September 30, 2023		26,144,366		$	2.15

As of September 30, 2023, the Company had $47.7 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 3.1 years. The above table excludes 9,558,823 PBRSUs granted to certain executive officers during nine months ended September 30, 2023.

In May 2023, the Company granted a total of 5,882,353 PBRSUs to certain executives that vest on achieving certain operational milestones as defined in the individual grant agreements subject to continued employment through 2025. Stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. If satisfaction of the performance condition is not probable, stock-based compensation cost recognition is deferred until it becomes probable. The Company reassesses the probability as to whether satisfaction of the performance condition is probable on a quarterly basis, and stock-based compensation cost is adjusted based on the portion of the requisite service provided. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest or the performance period lapses. The weighted-average grant date PBRSU fair value of $1.02 per share is determined based upon the market closing price of the Company’s common stock on the date of grant. As of September 30, 2023, the total unrecognized compensation expense related to the performance-based PBRSUs was $3.4 million, which is expected to be amortized over a weighted-average period of 2.2 years.

In May 2023, the Company also granted a total of 3,676,470 market-based PBRSUs to certain executives that vest over a multi-year period, upon continue service and when the volume-weighted average price per share (“WVAP Average”) of the Company’s common stock for the preceding 30 consecutive trading days equals or exceeds the target stock price for the indicated year. The Company recognizes stock-based compensation based upon the grant date fair value on an accelerated attribution basis over the requisite service period of the award. Provided that the requisite service is rendered, the total fair value of the market-based PBRSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest. The weighted-average grant date fair value of the market-based PBRSUs was $0.28 per share. The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

	September 30, 2023
Expected term (years)	0.5 - 4.7
Expected volatility		70.9	%
Risk-free interest rate		3.29	%
Dividend yield		0	%
Share price	$	1.02

As of September 30, 2023, the total unrecognized compensation expense related to the market-based PBRSUs was $0.9 million, which is expected to be amortized over a weighted-average period of 3.5 years.

Employee Stock Purchase Plan

In November 2022, the Board and the Company’s stockholders adopted the 2022 Employee Stock Purchase Plan (“ESPP”) under which 12,769,233 shares were authorized for issuance. The ESPP permits eligible employees to purchase the Company’s common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, participants are subject to $25,000 annual purchase restriction. No ESPP shares were purchased during the three and nine months ended September 30, 2023.

15

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	161	$	396	$	858	$	738
Research and development expenses		3,094		4,177		12,717		13,152
General and administrative expenses		1,654		1,263		3,989		3,767
Sales and marketing expenses		240		304		589		701
Total	$	5,149	$	6,140	$	18,153	$	18,358

Note 11. Income Taxes

Components of Income (Loss) Before Taxes

For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Domestic	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Foreign		—			—			—			—
Loss before income taxes	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the nine months ended September 30, 2023 and 2022, the Company recognized no provision for income taxes.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2022 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.

Note 12. Commitments and Contingencies

Leases

The weighted-average remaining lease terms were 2.4 years and 2.8 years as of September 30, 2023 and December 31, 2022, respectively. The weighted-average discount rates were 6.27% and 5.25% as of September 30, 2023 and December 31, 2022, respectively. Operating lease cost for three months ended September 30, 2023 and 2022, was $0.9 million and $0.8 million, respectively. Operating lease cost for nine months ended September 30, 2023 and 2022, was $2.7 million and $2.5 million, respectively.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of September 30, 2023 (in thousands):

	Operating Leases
Remainder of 2023	$	921
2024		3,757
2025		3,008
2026		728
Total minimum lease payments		8,414
Less: imputed interest		(566	)
Total lease liability	$	7,848

Litigation

From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

16

Indemnifications

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.

Note 13. Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the financial statements.

Long-Lived Assets

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

	September 30,		December 31,
	2023		2022
North America	$	9,526	$	8,236
APAC		1,641		1,379
EMEA		32		105
Total	$	11,199	$	9,720

Note 14. Subsequent Events

Common Stock Financing

On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) providing for the purchase of an aggregate of 36,802,299 shares (the “PIPE Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price of $0.58 per PIPE Share (the “Purchase Price”) for an aggregate Purchase Price of $21.4 million (the “Private Placement”). Pursuant to the Subscription Agreements, entities affiliated with Sylebra Capital Limited (“Sylebra”) agreed to purchase 24,795,027 shares of Common Stock for a total purchase price of $14.4 million and Adage Capital Management ("Adage") agreed to purchase 12,007,272 shares of common stock for a total purchase price of $7 million. The closing of the Private Placement occurred on November 9, 2023. The Subscription Agreements include customary representations, warranties and covenants of the parties as well as customary registration rights. The Company expects to use the proceeds from the Private Placement for working capital and general corporate purposes.

Standby Equity Purchase Agreement

On November 8, 2023, the Company entered into a Standby Equity Purchase Agreement (the “Facility Agreement”) with entities affiliated with Sylebra. Pursuant to the Facility Agreement, the Company will have the right, but not the obligation, to sell to Sylebra up to $125,000,000 of its shares of preferred stock, subject to satisfaction of certain conditions, by November 8, 2026. Each sale the Company requests under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of preferred stock with an aggregate value of at least $25,000,000 but not more than $50,000,000 (except with Sylebra’s consent).

When and if issued, the preferred stock will be issued at a price per share of $10,000. Holders of the preferred stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at the option of the Company. The preferred stock will have an initial liquidation preference of $12,000 per share, plus accrued dividends. The preferred stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the facility agreement related to the protection of the preferred stock.

The preferred stock will be convertible at the option of the holders into the number of shares of Common Stock equal to $10,000 divided by the then-applicable conversion price. At any time after the two year anniversary of any issuance of any series of preferred stock, the Company will have the option to convert all (but not less than all) of any series of then-outstanding preferred stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the Common Stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result any the holder thereof becoming the beneficial owner of more than 19.9% of the Company’s outstanding Common Stock, the Company will issue the Investor Pre-Funded Warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.

The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-OEM or commercial OEM program award with at least a 50,000 unit volume, the trading price of the Common Stock being below $3.00 at the time of the

17

Advance request and other customary conditions. Prior to any Advance, the Company will assess its capital needs and other factors, including the impact of an Advance on the Company’s outstanding executive pledge arrangements.

In relation to this financing, the Company has agreed to pay Sylebra a facility fee of $2,500,000, an origination fee in the amount of $625,000, an administrative fee in the amount of $312,500 and reasonable fees and expenses of Sylebra in an amount not to exceed $350,000. In addition, upon receipt of stockholder approval, the Company will issue to Sylebra the Series A Warrant to purchase 15,000,000 shares of Common Stock at an exercise price of $1.00.

Registration Rights Agreement

The Company has entered into a Registration Rights Agreement that provides for certain customary registration rights with respect to shares of the preferred stock, the Series A Warrant, the Pre-Funded Warrant and the shares of the Common Stock issued upon any future conversion thereof.

Shareholder Agreement

The Company entered into a Shareholder Agreement (the “Shareholder Agreement”) with Sylebra, whereby for as long as Sylebra and its affiliates beneficially own at least (i) 9% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Chris Eberle and (ii) 14% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert. Sylebra has waived its right to designate such additional director until the election of the Class I directors in 2025.

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon Aeva’s current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.

Overview

Our vision is to bring perception to broad applications. Through our FMCW sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, has the potential to enable the adoption of LIDAR across broad applications.

Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation, consumer device applications, and security. Our 4D LiDAR-on-chip combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.

As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, our customers have purchased prototype products and engineering services from us for use in their research and development programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.

Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR and sunlight, and our core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.

We believe Aeva is uniquely positioned to provide a superior solution with the potential to enable higher level of automation for vehicles. Furthermore, we believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of perception across industrial automation, consumer devices, and security markets.

Key Factors Affecting Aeva’s Operating Results

Aeva believes that its future performance and success depends to a substantial extent on its ability to capitalize on the following opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of the 2022 Form 10-K under the heading “Risk Factors.”

Pricing, Product Cost and Margins. Our pricing and margins will depend on the volumes and the features, as well as specific market applications of the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.

Aeva's future performance will depend on its ability to deliver on economies of scale with lower product costs to enable industry adoption. Aeva believes its business model is positioned for scalability due to the ability to leverage the same product platform across markets and customer base, relationships with leading foundries and contract manufacturers. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are competitive. Our ability to compete in key markets will depend on the success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.

Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. If Aeva does not generate the margins it expects upon commercialization of its perception solutions, Aeva may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.

Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. As more customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.

19

Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Aeva’s ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays of our current and future customers’ programs could result in Aeva being unable to achieve its revenue targets and profitability in the time frame it anticipates. Such delays could result in Aeva requiring to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to Aeva’s stockholders.

Basis of Presentation

Aeva currently conducts its business through one operating segment.

Components of Results of Operations

Revenue

Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.

Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive, industrial, and other markets. Under the customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically prototypes that are used by the customer for its research, development, evaluation, pilot, or testing purposes. Aeva also enters into non-recurring engineering service arrangements with certain of its customers to customize Aeva’s perception solution to meet customer specific requirements.

Cost of revenue and gross profit

Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.

Operating expenses

Research and development expenses

Aeva’s research and development efforts are focused on enhancing and developing additional functionality for its existing products and on new product development. Research and development expenses consist primarily of:

•Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in Aeva’s research and engineering functions; and

•Expenses related to materials, software licenses, supplies, and third-party services.

Aeva recognizes research and development expenses as incurred. Aeva expects its research and development expenses to remain at same level as fiscal 2022 or increase slightly in the foreseeable future as it continues to invest in research and development activities to achieve its product roadmap.

General and administrative expenses

General and administrative expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s executive, finance, information systems, human resources, and legal, as well as legal and accounting fees for professional and contract services. Aeva expects its general and administrative expenses for fiscal 2023 to remain at same level as fiscal 2022 or increase slightly in the foreseeable future as it scales headcount with the growth of its business, and as a result of operating as a public company, including compliance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), legal, audit, additional insurance expenses, investor relations activities, and other administrative and professional services.

Selling and marketing expenses

Selling and marketing expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, and public relations. Aeva expects to increase its sales and marketing activities and expand customer relationships. Aeva expects that its sales and marketing expenses for fiscal year 2023 will remain at same level as fiscal 2022 or increase slightly over time as it continues to grow its sales force and increase marketing efforts.

20

Interest income and Interest expense

Interest income consists primarily of income earned on Aeva’s cash equivalents and investments in marketable securities. Interest income will vary based on Aeva’s cash equivalents and marketable securities balance and changes in the interest rates.

Other income and expense

Other income and expense primarily consist of changes in the fair value of private placement warrants, foreign currency conversion gains and losses, and realized gains and losses on marketable securities.

Results of Operations

Comparison of the Three Months Ended September 30, 2023, and 2022

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:

	Three Months Ended September 30,
	2023			2022			Change $			Change %
	(in thousands, except percentages)
Revenue	$	810		$	1,374			(564	)		(41	)%
Cost of revenue		2,525			2,765			(240	)		(9	)%
Gross loss		(1,715	)		(1,391	)		(324	)		23	%
Operating expenses:
Research and development expenses		23,787			26,123			(2,336	)		(9	)%
General and administrative expenses		8,474			8,093			381			5	%
Selling and marketing expenses		1,520			2,195			(675	)		(31	)%
Total operating expenses		33,781			36,411			(2,630	)		(7	)%
Loss from operations		(35,496	)		(37,802	)		2,306			(6	)%
Interest income		2,219			1,164			1,055			91	%
Other income, net		39			135			(96	)		(71	)%
Net loss before taxes		(33,238	)		(36,503	)		3,265			(9	)%
Income tax provision		—			—			-
Net loss	$	(33,238	)	$	(36,503	)		3,265			(9	)%

Revenue

Revenue decreased by $0.6 million or 41% during the three months year ended September 30, 2023 as compared to the three months ended September 30, 2022. The decrease was primarily due to a decrease in the activity related to non-recurring engineering services, which is dependent upon the timing of the work performed for our customers, this was partially offset by an increase in the sale of prototype units sold during three months ended September 30, 2022 as compared to three months ended September 30, 2022.

Cost of revenue

Cost of revenue decreased by $0.2 million or 9%, during the three months ended September 30, 2023, from the three months ended September 30, 2022. The decrease was primarily due to a decrease in cost of revenue related to the non-recurring services revenue.

Operating expenses

Research and development expenses

Research and development expenses decreased by $2.3 million, or 9%, to $23.8 million for the three months ended September 30, 2023, from $26.1 million for the three months ended September 30, 2022. Research and development expenses decreased primarily due to a decrease in research and development material due to the timing of the expense incurred related to our development projects. Research and development material cost decreased by $2.0 million, consulting expense decreased by $0.6 million, stock-based compensation expense decreased by $0.8 million and travel cost decreased by $0.1 million. This was partially offset by an increases in payroll expense of $0.6 million, third party service cost of by $0.5 million and facility expense of $0.1 million.

General and administrative expenses

General and administrative expense increased by $0.4 million, or 5%, to $8.4 million for the three months ended September 30, 2023, from $8.1 million for the three months ended September 30, 2022. General and administrative expense increased primarily due to increases in legal and professional service cost of $0.7 million, and stock-based compensation expense of $0.4 million. This was partially offset by a decreases in payroll related expenses of $0.3 million, and insurance expense of $0.4 million.

21

Selling and marketing expenses

Selling and marketing expense decreased by $0.7 million, or 31%, to $1.5 million for the three months ended September 30, 2023, from $2.2 million for the three months ended September 30, 2022. The decrease was primarily due to a decreases in payroll expense of $0.3 million, marketing related expense of $0.2 million, and travel expense of $0.2 million.

Interest income

Interest income increased by $1.1 million during the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was due to an increase in the interest rate during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022.

Other income, net

Other income decreased by $0.1 million for the three months ended September 30, 2023 primarily due to change in in the fair value of private placement warrant liability.

Results of Operations

Comparison of the Nine Months Ended September 30, 2023, and 2022

The results of operations presented below should be reviewed in conjunction with the financial statements and notes included elsewhere in this quarterly statement. The following table sets forth Aeva’s results of operations data for the periods presented:

	Nine Months Ended September 30,
	2023			2022			Change $			Change %
	(in thousands, except percentages)
Revenue	$	2,701		$	4,004			(1,303	)		(33	)%
Cost of revenue	$	7,715			5,131			2,584			50	%
Gross loss		(5,014	)		(1,127	)		(3,887	)		345	%
Operating expenses:
Research and development		76,306			77,376			(1,070	)		(1	)%
General and administrative expenses		24,020			23,642			378			2	%
Selling and marketing expenses		5,603			5,415			188			3	%
Total operating expenses		105,929			106,433			(504	)		(0	)%
Loss from operations		(110,943	)		(107,560	)		(3,383	)		3	%
Interest income		6,508			2,033			4,475			220	%
Other income, net		68			896			(828	)		(92	)%
Net loss before taxes		(104,367	)		(104,631	)		264			(0	)%
Income tax provision		—			—			—
Net loss	$	(104,367	)	$	(104,631	)	$	264			(0	)%

Revenue

Revenue decreased by $1.3 million, or 33% during the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily due to a decrease in the activity related to non-recurring engineering services, which is dependent upon the timing of the work performed for our customers; this was partially offset by an increase in the sale of prototype units sold in 2023 as compared to 2022.

Cost of revenue

Cost of revenue increased by $2.5 million, or 50%, during the nine months ended September 30, 2023, from the nine months ended September 30, 2022. The increase was primarily due to an increase in manufacturing overhead costs due to scaling of third-party contract manufacturing and an increase in the sale of the prototype units sold in 2023 as compared to 2022. This was partially offset by a decrease cost of revenue related to the non-recurring services revenue.

Operating expenses

Research and development expenses

Research and development expenses decreased by $1.1 million, or 1%, to $76.3 million for the nine months ended September 30, 2023, from $77.4 million for the nine months ended September 30, 2022. Research and development expenses decreased primarily due to a decrease in consulting expense, primarily due to the timing of the expenses incurred on our development projects. Consulting expense decreased by $3.3 million, research and development service expense decreased by $1.2 million, research and development material expense decreased by $0.2 million, and

22

stock-based compensation expense decreased by $0.2 million. This was partially offset by an increase in payroll related expense of $3.3 million, other service expense of $0.3 million, and facility of $0.2 million.

General and administrative expenses

General and administrative expense increased by $0.4 million, or 2%, to $24.0 million for the nine months ended September 30, 2023, from $23.6 million for the nine months ended September 30, 2022. Legal expense increased by $1.1 million, other employee related expense increased by $0.2 million, subscription expense increased by $0.4 million, depreciation and amortization expense increased by $0.4 million, property tax increased by $0.1 million, stock-based compensation expense increased by $0.1 million, facility expense increased by $0.1 million and travel expense increased by $0.1 million. This was partially offset by decreases in payroll related expenses of $1.1 million, and decrease in insurance expense of $1.0 million.

Selling and marketing expenses

Selling and marketing expense increased marginally by $0.2 million, or 3%, to $5.6 million for the nine months ended September 30, 2023, from $5.4 million for the nine months ended September 30, 2022. The increase was primarily due to an increase in payroll related expense by $0.5 million, this was partially offset by decreases in marketing-related expense of $0.1 million, stock-based compensation expense of $0.1 million and travel expense of $0.1 million.

Interest income

Interest income increased by $4.5 million during the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was due to an increase in the interest rate during the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

Other income, net

Other income decreased by $0.8 million for the nine months ended September 30, 2023, primarily due to change in in the fair value of private placement warrant liability.

Liquidity and Capital Resources

Sources of Liquidity

Aeva’s capital requirements will depend on many factors, including sales volume, the timing and extent of spending to support research and development efforts, investments in information technology systems, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features. As of September 30, 2023, Aeva had cash and cash equivalents and marketable securities totaling $233.7 million.

Aeva expects its current cash and cash equivalents and marketable securities to fund its near term cash needs, but will be required to raise additional capital unless Aeva is able to generate sufficient revenue from the sale of its products to cover anticipated operating expense, working capital and capital expenditures. Any additional equity securities issued may provide for rights, preferences or privileges senior to those of holders of the Company’s common stock. If Aeva raises funds by issuing debt securities, these debt securities would have rights, preferences and privileges senior to those of common stockholders. The terms of debt securities or borrowings could impose significant restrictions on Aeva’s operations. Further, the current macroeconomic environment may make it difficult for us to raise capital on terms favorable to us or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty and other risks detailed in Part I, Item 1A titled “Risk Factors” that could impact the availability and cost of equity and debt financing.

Aeva has incurred negative cash flows from operating activities and losses from operations in the past as reflected in its accumulated deficit of $414.6 million as of September 30, 2023. Aeva expects to continue to incur operating losses due to continued investments that it intends to make in its business, including development of products. Aeva believes that existing cash and cash equivalent and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

On November 8, 2023, Aeva entered into agreements with Adage and Sylebra to purchase $21.4 million of common stock in a private placement, which closed on November 9, 2023. In addition, on November 8, 2023, the Company entered into a facility agreement with Sylebra, pursuant to which the Company will have the right, but not the obligation, to sell to Sylebra up to $125 million of its shares of preferred stock. Refer to Note 14, Subsequent Events of Part I, Item 1, Financial Statements for additional details.

Cash Flow Summary

The following table summarizes our cash flows for the periods presented:

	Nine Months Ended September 30,
	2023			2022
	(in thousands)
Cash used in operating activities	$	(91,492	)	$	(83,093	)
Cash provided by investing activities		64,532			134,479
Cash provided by (used in) financing activities		90			(311	)
Net increase (decrease) in cash and cash equivalents	$	(26,870	)	$	51,075

23

Operating Activities

For the nine months ended September 30, 2023, net cash used in operating activities was $91.5 million, attributable to a net loss of $104.4 million and a net change in net operating assets and liabilities of $8.4 million, partially offset by non-cash charges of $21.3 million. Non-cash charges primarily consisted of $18.2 million in stock-based compensation, $3.1 million in depreciation and amortization expense, and $2.3 million in amortization of right of use assets, partially offset by $2.1 million in amortization of premium and accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $2.1 million decrease in accounts receivable due to timing of billing and cash collections, a $0.3 million decrease in inventory, a $2.4 million decrease in accounts payable, a 6.3 million decrease in accrued liabilities, and a $2.3 million decrease in lease liability.

Investing Activities

For the nine months ended September 30, 2023, net cash provided by used in investing activities was $64.5 million, attributable to maturity of available-for-sale investments of $165.6 million, partially offset by purchase of investments of $97.6 million and purchase of property, plant and equipment of $3.4 million.

Financing Activities

For the nine months ended September 30, 2023, net cash provided by financing activities was attributable to a $0.2 million proceeds from stock option exercises, partially offset by $0.1 million of proceeds from stock option exercises.

Off-Balance Sheet Arrangements

As of September 30, 2023, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Aeva prepares its financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires the Company to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses and the related disclosures. Aeva bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Aeva’s actual results could differ significantly from these estimates under different assumptions and conditions. Aeva believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.

For the nine months ended September 30, 2023 there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Note 1 of the notes to condensed consolidated financial statements included in this Form 10-Q.

Recent Accounting Pronouncements

See Note 1 to Aeva’s financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

24

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Aeva is exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. There has been no material change in our exposure to market risks from that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2022 Form 10-K.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of September 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

25

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company may be involved in actions, claims, suits and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of any such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

Item 1A. Risk Factors.

The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2022 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be materially and adversely affected. There have been no material changes to the Company’s risk factors since the 2022 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceed

As described in Footnote 14, Subsequent Events of Part I, Item 1, Financial Statements, the Company has agreed to issue shares of Common Stock, preferred stock, Series A Warrants and Pre-Funded Warrants. These issuances and sales will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The securities sold in the private placement have not been registered under the Securities Act, or securities laws of any state of other jurisdiction, and may not be resold absent registration under, or exemption from registration under, the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

26

Item 6. Exhibits.

Exhibit Number	Description
3.1	Second Amended and Restated Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
3.2	Amended and Restated By-laws of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
10.1*	Aeva Technologies, Inc. Performance-Based Restricted Stock Unit Agreement
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

# Indicates a management contract or any compensatory plan, contract or arrangement.

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AEVA TECHNOLOGIES, INC.
Date: November 13, 2023	By:	/s/Soroush Salehian Dardashti
		Soroush Salehian Dardashti
		Chief Executive Officer
Date: November 13, 2023	By:	/s/ Saurabh Sinha
		Saurabh Sinha
		Chief Financial Officer

28

EX-10.1

Exhibit 10.1

AEVA TECHNOLOGIES, INC.

2021 INCENTIVE AWARD PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2021 Incentive Award Plan (as may be amended from time to time, the “Plan”) of Aeva Technologies, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Performance-Based Restricted Stock Units described in this Grant Notice (the “PSUs”), subject to the terms and conditions of the Plan and the Performance-Based Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:

Grant Date:

Number of PSUs: , consisting of: [__________________]

Performance Period:	[__________________]
Vesting Schedule:	[__________________]
Change in Control:	[__________________]
Dividend Equivalents:	[__________________]

* * *

By accepting (whether in writing, electronically or otherwise) the PSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

AEVA TECHNOLOGIES, INC.	PARTICIPANT
By:
Name:	[Participant Name]
Title:

[Signature Page to Performance-Based Restricted Stock Unit Agreement]

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I

GENERAL

1.1Award of PSUs. The Company has granted the PSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each PSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the PSUs have vested.

1.2Incorporation of Terms of Plan. The PSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3Unsecured Promise. The PSUs will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE IIVESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Forfeiture. The PSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of a PSU that would otherwise be vested will be accumulated and will vest only when a whole PSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested PSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.

2.2Settlement.

(a)PSUs will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable PSU, but in no event more than sixty (60) days after the PSU’s vesting date. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)If a PSU is paid in cash, the amount of cash paid with respect to the PSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

4

3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the PSUs as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the PSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the PSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the PSUs or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the PSUs to reduce or eliminate Participant’s tax liability.

3.3Section 409A. The provisions of Section 10.6 of the Plan are incorporated by reference herein as if fully set forth herein.

ARTICLE IVOTHER PROVISIONS

4.1Adjustments. Participant acknowledges that the PSUs, and the Shares subject to the PSUs, are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2Forfeiture and Claw-Back. Participant acknowledges and agrees that the PSUs (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt PSUs) shall be subject to the provisions of any claw-back policy implemented by the Company or any Subsidiary, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

4.3Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.4Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.5Conformity to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

5

4.6Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.7Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is a Section 16 Person, the Plan, the Grant Notice, this Agreement and the PSUs will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.8Entire Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.9Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.10Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the PSUs, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the PSUs, as and when settled pursuant to the terms of this Agreement.

4.11Not a Contract of Employment. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.12Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

4.13Restrictions. In the event the Shares are no longer registered with the United States Securities and Exchange Commission (as determined by the Administrator), any Shares acquired in respect of the PSUs shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability, repurchase rights, the right of the Company to require that Shares be transferred in the event of certain transactions, rights of first refusal, tag-along rights, bring-along rights, redemption and co-sale rights and voting requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator, be contained in an exercise notice, securityholders’ agreement or in such other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The Administrator may condition the issuance of such Shares on Participant’s consent to such terms and conditions and Participant’s entering into such agreement or agreements.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Soroush Salehian Dardashti, certify that:

1.I have reviewed this Quarterly Report of Aeva Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2023	By:	/s/ Soroush Salehian Dardashti
		Soroush Salehian Dardashti
		Chief Executive Officer and Director (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Saurabh Sinha, certify that:

1.I have reviewed this Quarterly Report of Aeva Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 13, 2023	By:	/s/ Saurabh Sinha
		Saurabh Sinha
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aeva Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 13, 2023	By:	/s/ Soroush Salehian Dardashti
		Soroush Salehian Dardashti
		Chief Executive Officer and Director (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aeva Technologies, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 13, 2023	By:	/s/ Saurabh Sinha
		Saurabh Sinha
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Registrant Name	AEVA TECHNOLOGIES, INC.
Entity Central Index Key	0001789029
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-39204
Entity Tax Identification Number	84-3080757
Entity Address, Address Line One	555 Ellis Street
Entity Address, City or Town	Mountain View
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94043
City Area Code	650
Local Phone Number	481-7070
Entity Common Stock, Shares Outstanding		223,445,507
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes
Common Stock [Member]
Document Information [Line Items]
Trading Symbol	AEVA
Title of 12(b) Security	Common stock, $0.0001 par value per share
Security Exchange Name	NYSE
Warrant [Member]
Document Information [Line Items]
Trading Symbol	AEVA.WS
Title of 12(b) Security	Warrants to purchase one share of common stock
Security Exchange Name	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 40,550	$ 67,420
Marketable securities	193,141	256,392
Accounts receivable	769	2,887
Inventories	2,692	2,951
Other current assets	5,620	5,473
Total current assets	242,772	335,123
Operating lease right-of-use assets	7,770	7,402
Property, plant and equipment, net	11,199	9,720
Intangible assets, net	2,850	3,525
Other noncurrent assets	1,067	862
Total assets	265,658	356,632
Liabilities and stockholders' equity
Accounts payable	3,306	5,182
Accrued liabilities	2,772	9,063
Accrued employee costs	4,860	4,721
Lease liability, current portion	3,347	2,667
Other current liabilities	444	194
Total current liabilities	14,729	21,827
Lease liability, noncurrent portion	4,501	4,789
Warrant liability	22	90
Total liabilities	19,252	26,706
Commitments and contingencies (Note 12)
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no,shares issued and outstanding	0	0
Stockholders' Deficit
Common stock $0.0001 par value; 422,000 shares authorized; 223,167and 218,748 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	22	22
Additional paid-in capital	661,999	643,756
Accumulated other comprehensive loss	(981)	(3,585)
Accumulated deficit	(414,634)	(310,267)
Total stockholders' equity	246,406	329,926
Total liabilities and stockholders' equity	$ 265,658	$ 356,632

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	422,000,000	422,000,000
Common stock, shares issued	223,167,000	218,748,000
Common stock, shares outstanding	223,167,000	218,748,000
Convertible Preferred Stock [Member]
Temporary equity, par value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	10,000,000	10,000,000
Temporary equity, shares issued	0	0
Temporary equity, shares outstanding	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue	$ 810	$ 1,374	$ 2,701	$ 4,004
Cost of revenue	2,525	2,765	7,715	5,131
Gross loss	(1,715)	(1,391)	(5,014)	(1,127)
Research and development expenses	23,787	26,123	76,306	77,376
General and administrative expenses	8,474	8,093	24,020	23,642
Selling and marketing expenses	1,520	2,195	5,603	5,415
Total operating expenses	33,781	36,411	105,929	106,433
Operating loss	(35,496)	(37,802)	(110,943)	(107,560)
Interest income	2,219	1,164	6,508	2,033
Other income, net	39	135	68	896
Loss before income taxes	(33,238)	(36,503)	(104,367)	(104,631)
Income tax provision	0	0	0	0
Net loss	(33,238)	(36,503)	(104,367)	(104,631)
Unrealized gain (loss) on available-for-sale securities	915	(752)	2,604	(4,157)
Total comprehensive loss	$ (32,323)	$ (37,255)	$ (101,763)	$ (108,788)
Net loss per share, Basic	$ (0.15)	$ (0.17)	$ (0.47)	$ (0.48)
Net loss per share, Diluted	$ (0.15)	$ (0.17)	$ (0.47)	$ (0.48)
Weighted average shares of common stock outstanding - Basic	222,825,819	217,888,470	221,003,348	216,937,433
Weighted-average shares used in computing net loss per share - diluted	222,825,819	217,888,470	221,003,348	216,937,433

XML

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated other comprehensive loss	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2021	$ 456,376	$ 21	$ 619,841	$ (524)	$ (162,962)
Beginning balance, Shares at Dec. 31, 2021		214,997,014
Share-based compensation	5,784		5,784
Issuance of common stock upon exercise of stock options	186	$ 1	185
Issuance of common stock upon exercise of stock options, Shares		1,029,266
Issuance of common stock upon release of restricted stock units, Shares		671,621
Shares withheld for the withholding tax on vesting of restricted stock	(244)		(244)
Shares withheld for the withholding tax on vesting of restricted stock, Shares		(53,553)
Issuance of common stock upon exercise of warrants	1		1
Issuance of common stock upon exercise of warrants, shares		120
Unrealized gain (loss) on available-for-sale securities	(2,455)			(2,455)
Net loss	(33,157)				(33,157)
Ending balance at Mar. 31, 2022	426,491	$ 22	625,567	(2,979)	(196,119)
Ending balance, Shares at Mar. 31, 2022		216,644,468
Beginning balance at Dec. 31, 2021	456,376	$ 21	619,841	(524)	(162,962)
Beginning balance, Shares at Dec. 31, 2021		214,997,014
Unrealized gain (loss) on available-for-sale securities	(4,157)
Net loss	(104,631)
Ending balance at Sep. 30, 2022	365,528	$ 22	637,780	(4,681)	(267,593)
Ending balance, Shares at Sep. 30, 2022		218,152,618
Beginning balance at Mar. 31, 2022	426,491	$ 22	625,567	(2,979)	(196,119)
Beginning balance, Shares at Mar. 31, 2022		216,644,468
Share-based compensation	6,434		6,434
Issuance of common stock upon exercise of stock options	58		58
Issuance of common stock upon exercise of stock options, Shares		170,055
Issuance of common stock upon release of restricted stock units, Shares		458,399
Shares withheld for the withholding tax on vesting of restricted stock	(174)		(174)
Shares withheld for the withholding tax on vesting of restricted stock, Shares		(60,516)
Unrealized gain (loss) on available-for-sale securities	(950)			(950)
Net loss	(34,971)				(34,971)
Ending balance at Jun. 30, 2022	396,888	$ 22	631,885	(3,929)	(231,090)
Ending balance, Shares at Jun. 30, 2022		217,212,406
Share-based compensation	6,140		6,140
Issuance of common stock upon exercise of stock options	57		57
Issuance of common stock upon exercise of stock options, Shares		131,110
Issuance of common stock upon release of restricted stock units, Shares		929,585
Shares withheld for the withholding tax on vesting of restricted stock	(302)		(302)
Shares withheld for the withholding tax on vesting of restricted stock, Shares		(120,483)
Unrealized gain (loss) on available-for-sale securities	(752)			(752)
Net loss	(36,503)				(36,503)
Ending balance at Sep. 30, 2022	365,528	$ 22	637,780	(4,681)	(267,593)
Ending balance, Shares at Sep. 30, 2022		218,152,618
Beginning balance at Dec. 31, 2022	329,926	$ 22	643,756	(3,585)	(310,267)
Beginning balance, Shares at Dec. 31, 2022		218,748,423
Share-based compensation	5,963		5,963
Issuance of common stock upon exercise of stock options	57		57
Issuance of common stock upon exercise of stock options, Shares		236,642
Issuance of common stock upon release of restricted stock units, Shares		1,077,527
Shares withheld for the withholding tax on vesting of restricted stock	(19)		(19)
Shares withheld for the withholding tax on vesting of restricted stock, Shares		(12,497)
Unrealized gain (loss) on available-for-sale securities	1,212			1,212
Net loss	(35,174)				(35,174)
Ending balance at Mar. 31, 2023	301,965	$ 22	649,757	(2,373)	(345,441)
Ending balance, Shares at Mar. 31, 2023		220,050,095
Beginning balance at Dec. 31, 2022	$ 329,926	$ 22	643,756	(3,585)	(310,267)
Beginning balance, Shares at Dec. 31, 2022		218,748,423
Issuance of common stock upon exercise of stock options, Shares	458,565
Unrealized gain (loss) on available-for-sale securities	$ 2,604
Net loss	(104,367)
Ending balance at Sep. 30, 2023	246,406	$ 22	661,999	(981)	(414,634)
Ending balance, Shares at Sep. 30, 2023		223,167,115
Beginning balance at Mar. 31, 2023	301,965	$ 22	649,757	(2,373)	(345,441)
Beginning balance, Shares at Mar. 31, 2023		220,050,095
Share-based compensation	7,041		7,041
Issuance of common stock upon exercise of stock options	59		59
Issuance of common stock upon exercise of stock options, Shares		118,314
Issuance of common stock upon release of restricted stock units, Shares		723,472
Unrealized gain (loss) on available-for-sale securities	477			477
Net loss	(35,955)				(35,955)
Ending balance at Jun. 30, 2023	273,587	$ 22	656,857	(1,896)	(381,396)
Ending balance, Shares at Jun. 30, 2023		220,891,881
Share-based compensation	5,149		5,149
Issuance of common stock upon exercise of stock options	36		36
Issuance of common stock upon exercise of stock options, Shares		103,609
Issuance of common stock upon release of restricted stock units, Shares		2,227,418
Shares withheld for the withholding tax on vesting of restricted stock	(43)		(43)
Shares withheld for the withholding tax on vesting of restricted stock, Shares		(55,793)
Unrealized gain (loss) on available-for-sale securities	915			915
Net loss	(33,238)				(33,238)
Ending balance at Sep. 30, 2023	$ 246,406	$ 22	$ 661,999	$ (981)	$ (414,634)
Ending balance, Shares at Sep. 30, 2023		223,167,115

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (104,367)	$ (104,631)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,145	2,305
Inventory reserve	170	1,363
Change in fair value of warrant liability	(68)	(922)
Stock-based compensation	18,153	18,358
Amortization of right-of-use assets	2,278	2,147
Realized loss on available-for-sale securities	0	29
Amortization of premium and accretion of discount on available-for-sale securities, net	(2,102)	641
Changes in operating assets and liabilities:
Accounts receivable	2,118	(1,046)
Inventories	89	(580)
Other current assets	(147)	(615)
Other noncurrent assets	(204)	(4)
Accounts payable	(2,402)	1,751
Accrued liabilities	(6,291)	(456)
Accrued employee costs	139	1,283
Lease liability	(2,253)	(2,133)
Other current liabilities	250	(583)
Net cash used in operating activities	(91,492)	(83,093)
Cash flows from investing activities:
Purchase of property, plant and equipment	(3,423)	(5,967)
Purchase of available-for-sale securities	(97,642)	(143,730)
Proceeds from maturities of available-for-sale securities	165,597	284,176
Net cash provided by investing activities	64,532	134,479
Cash flows from financing activities:
Payments of taxes withheld on net settled vesting of restricted stock units	(62)	(613)
Proceeds from exercise of warrants	0	1
Proceeds from exercise of stock options	152	301
Net cash (used in) provided by financing activities	90	(311)
Net (decrease) increase in cash and cash equivalents	(26,870)	51,075
Beginning cash and cash equivalents	67,420	66,810
Ending cash and cash equivalents	40,550	117,885
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment recorded in accounts payable and accrued liabilities	604	(97)
Taxes withheld on net settled vesting of restricted stock units	0	107
Right-of-use asset obtained in exchange for lease liability	$ 2,646	$ 0

XML

Description of Business and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

On March 12, 2021 (the “Closing Date”), Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc. Aeva, Inc. was incorporated in the State of Delaware on December 5, 2016 and is headquartered in Mountain View, California. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination. Refer to Reverse Capitalization with IPV in Note 2 to the financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional information relating to the BCA.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC.

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $233.7 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $414.6 million as of September 30, 2023. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any

losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in the United States, APAC, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances.

As of September 30, 2023, three customers accounted for 26%, 25% and 12% of the accounts receivable, respectively. As of December 31, 2022, one customer accounted for 66% of accounts receivable. As of September 30, 2023, two vendors accounted for 21% and 10% of the accounts payable, respectively. As of December 31, 2022, two vendors accounted for 10% each of the accounts payable.

Recent Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The adoption of ASU 2021-08 on January 1, 2023 did not have any impact on the Company’s condensed consolidated financial statements.

XML

Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Note 2. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue for the three months ended September 30, 2023 and 2022, based on the disaggregation criteria described above were as follows (in thousands):

	Three Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	445		55	%	$	1,119		81	%
EMEA		168		21	%		233		17	%
APAC		197		24	%		22		2	%
Total	$	810		100	%	$	1,374		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	810		100	%	$	625		45	%
Recognized over time		—		0	%		749		55	%
Total	$	810		100	%	$	1,374		100	%

Total revenue for the nine months ended September 30, 2023 and 2022, based on the disaggregation criteria described above are as follows (in thousands):

	Nine Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	1,464		54	%	$	3,640		91	%
EMEA		569		21	%		317		8	%
APAC		668		25	%		47		1	%
Total	$	2,701		100	%	$	4,004		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	2,267		84	%	$	1,302		33	%
Recognized over time		434		16	%		2,702		67	%
Total	$	2,701		100	%	$	4,004		100	%

For the three months ended September 30, 2023, two customers accounted for 40% and 11%of the Company’s revenue, respectively. For the three months ended September 30, 2022, one customer accounted for 55% of the Company’s revenue.

For the nine months ended September 30, 2023, two customers accounted for 27% and 13% of the Company’s revenue, respectively. For the nine months ended September 30, 2022, two customers accounted for 40% and 27% of the Company’s revenue, respectively.

Contract Assets and Contract Liabilities

As of September 30, 2023, and December 31, 2022, the Company had contract assets of $0.1 million and $0.2 million, respectively, recognized in other current assets. The Company had no contract liability as of September 30, 2023 and December 31, 2022.

XML

Financial Instruments

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Financial Instruments

Note 3. Financial Instruments

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

	September 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	19,976	$	—	$	—		$	19,976	$	19,976	$	—
Level 1
Money market funds		11,123		—		—			11,123		11,123		—
Level 2
U.S. agency securities		70,918		—		(499	)		70,419		—		70,419
U.S. Treasury securities		3,491		—		(24	)		3,467		1,991		1,476
Commercial paper		38,794		—		(40	)		38,754		7,460		31,294
Corporate bonds		90,370		—		(418	)		89,952		—		89,952
Subtotal		203,573		—		(981	)		202,592		9,451		193,141
Total assets	$	234,672	$	-	$	(981	)	$	233,691	$	40,550	$	193,141
Liabilities
Level 3
Warrant liabilities	$	22	$	—	$	—		$	22	$	—	$	—
Total liabilities	$	22	$	—	$	—		$	22	$	—	$	—

	December 31, 2022
	Adjusted Cost		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	17,980	$	—		$	17,980	$	17,980	$	—
Level 1
Money market funds		44,443		—			44,443		44,443		—
Level 2
U.S. agency securities		65,493		(1,518	)		63,975		—		63,975
U.S. Treasury securities		14,953		(111	)		14,842		—		14,842
Commercial paper		40,859		(100	)		40,759		4,997		35,762
Corporate bonds		143,669		(1,856	)		141,813		—		141,813
Subtotal		264,974		(3,585	)		261,389		4,997		256,392
Total assets	$	327,397	$	(3,585	)	$	323,812	$	67,420	$	256,392
Liabilities
Level 3
Warrant liabilities	$	90	$	—		$	90	$	—	$	—
Total liabilities	$	90	$	—		$	90	$	—	$	—

The fair value of the private placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

	September 30, 2023			December 31, 2022
Fair value, beginning balance	$	90		$	1,060
Change in the fair value included in other income, net		(68	)		(970	)
Fair value, closing balance	$	22		$	90

The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods:

	September 30, 2023			December 31, 2022
Expected term (years)		2.4			3.2
Expected volatility		95.3	%		88.2	%
Risk-free interest rate		4.92	%		4.22	%
Dividend yield		0	%		0	%
Exercise Price	$	11.50		$	11.50

XML

Acquisition and Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Acquisition and Intangible Assets

Note 4. Acquisition of Intangible Assets

As of September 30, 2023, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

Remainder of 2023	$	225
2024		900
2025		900
2026		825
Total future amortization	$	2,850

The Company recorded amortization expense related to the acquired intangible assets of $0.2 million each for the three months ended September 30, 2023 and September 30, 2022, respectively, and $0.7 million each for the nine months ended September 30, 2023, and September 30, 2022, respectively.

XML

Inventories

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Note 5. Inventories

Inventories consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Raw materials	$	2,357	$	2,743
Work-in-progress		59		42
Finished goods		275		166
Total inventories	$	2,692	$	2,951

XML

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	2023			2022
Computer equipment	$	2,443		$	2,363
Lab equipment		6,388			5,055
Leasehold improvements		3,030			2,961
Construction in progress		1,083			1,488
Testing equipment		1,268			692
Manufacturing equipment		4,025			1,831
Furniture, fixtures and other equipment		567			535
Total property, plant and equipment	$	18,804		$	14,925
Less: accumulated depreciation		(7,605	)		(5,205	)
Total property, plant and equipment, net	$	11,199		$	9,720

Depreciation related to property, plant, and equipment was $0.8 million and $0.6 million for the three months ended September 30, 2023 and September 30, 2022, respectively, and $2.5 million and $1.6 million for the nine months ended September 30, 2023, and September 30, 2022, respectively.

XML

Other Current Assets

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Note 7. Other current assets

Other current assets consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Prepaid expenses	$	2,899	$	2,343
Contract assets		111		247
Vendor deposits		806		1,398
Other current assets		1,804		1,485
Total other current assets	$	5,620	$	5,473

XML

Capital Structure

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Capital Structure

Note 8. Capital Structure

As of September 30, 2023, the Company was authorized to issue up to 422,000,000 shares of common stock, each with a par value of $0.0001 per share.

Preferred Stock

As of September 20, 2023, the Company was authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of September 30, 2023 and December 31, 2022, no shares of preferred stock were issued and outstanding.

Warrants

As of September 30, 2023, the Company had 12,074,880 public and 384,000 private warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share.

XML

Earnings (Loss) Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Note 9. Earnings (Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Denominator:
Weighted average shares of common stock outstanding — Basic		222,825,819			217,888,470			221,003,348			216,937,433
Dilutive effect of potential common stock		—			—			—			—
Weighted average shares of common stock outstanding — Diluted		222,825,819			217,888,470			221,003,348			216,937,433
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.15	)	$	(0.17	)	$	(0.47	)	$	(0.48	)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	Nine Months Ended September 30,
	2023		2022
Common stock options issued and outstanding		12,497,254		13,686,976
Restricted stock units		26,144,366		10,798,551
Performance-based restricted stock units		9,558,823		—
Warrants		12,458,876		—
Total		60,659,319		24,485,527

XML

Stock-based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Note 10. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and restricted stock units (“RSU”) may be granted to employees. Under the Stock Plans, the Company has 10,334,897 shares available for issuance as of September 30, 2023.

Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary, typically stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a ten-year period to exercise the options before they expire.

A summary of the Company’s stock option activity, for nine months ended September 30, 2023, was as follows:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022		13,434,083		$	0.67		6.77	$	11,593
Granted		—			—		—		—
Exercised		(458,565	)		0.33		—		—
Forfeited		(418,700	)		2.99		—		—
Expired		(59,564	)		0.26		—		—
Outstanding as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151
Vested and exercisable as of September 30, 2023		11,528,748		$	0.52		5.69	$	4,034
Vested and expected to vest as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151

There were no options granted during the nine months ended September 30, 2023. As of September 30, 2023, the Company had $1.2 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSU”)

The following table summarizes our RSU activity for the nine months ended September 30, 2023:

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022		11,945,375		$	5.22
Granted		23,022,625			1.28
Released		(4,028,417	)		4.36
Forfeited		(4,795,217	)		3.80
Outstanding as of September 30, 2023		26,144,366		$	2.15

As of September 30, 2023, the Company had $47.7 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 3.1 years. The above table excludes 9,558,823 PBRSUs granted to certain executive officers during nine months ended September 30, 2023.

In May 2023, the Company granted a total of 5,882,353 PBRSUs to certain executives that vest on achieving certain operational milestones as defined in the individual grant agreements subject to continued employment through 2025. Stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. If satisfaction of the performance condition is not probable, stock-based compensation cost recognition is deferred until it becomes probable. The Company reassesses the probability as to whether satisfaction of the performance condition is probable on a quarterly basis, and stock-based compensation cost is adjusted based on the portion of the requisite service provided. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest or the performance period lapses. The weighted-average grant date PBRSU fair value of $1.02 per share is determined based upon the market closing price of the Company’s common stock on the date of grant. As of September 30, 2023, the total unrecognized compensation expense related to the performance-based PBRSUs was $3.4 million, which is expected to be amortized over a weighted-average period of 2.2 years.

In May 2023, the Company also granted a total of 3,676,470 market-based PBRSUs to certain executives that vest over a multi-year period, upon continue service and when the volume-weighted average price per share (“WVAP Average”) of the Company’s common stock for the preceding 30 consecutive trading days equals or exceeds the target stock price for the indicated year. The Company recognizes stock-based compensation based upon the grant date fair value on an accelerated attribution basis over the requisite service period of the award. Provided that the requisite service is rendered, the total fair value of the market-based PBRSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest. The weighted-average grant date fair value of the market-based PBRSUs was $0.28 per share. The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

	September 30, 2023
Expected term (years)	0.5 - 4.7
Expected volatility		70.9	%
Risk-free interest rate		3.29	%
Dividend yield		0	%
Share price	$	1.02

As of September 30, 2023, the total unrecognized compensation expense related to the market-based PBRSUs was $0.9 million, which is expected to be amortized over a weighted-average period of 3.5 years.

Employee Stock Purchase Plan

In November 2022, the Board and the Company’s stockholders adopted the 2022 Employee Stock Purchase Plan (“ESPP”) under which 12,769,233 shares were authorized for issuance. The ESPP permits eligible employees to purchase the Company’s common stock through payroll deduction with up to 15% of their pre-tax earnings subject to certain Internal Revenue Code limitations. The purchase price of shares is 85% of the lower of the fair market value of the Company’s common stock on the first day of a six-month offering period, or the relevant purchase date. In addition, participants are subject to $25,000 annual purchase restriction. No ESPP shares were purchased during the three and nine months ended September 30, 2023.

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	161	$	396	$	858	$	738
Research and development expenses		3,094		4,177		12,717		13,152
General and administrative expenses		1,654		1,263		3,989		3,767
Sales and marketing expenses		240		304		589		701
Total	$	5,149	$	6,140	$	18,153	$	18,358

XML

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

Components of Income (Loss) Before Taxes

For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Domestic	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Foreign		—			—			—			—
Loss before income taxes	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the nine months ended September 30, 2023 and 2022, the Company recognized no provision for income taxes.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, 2022 and doesn’t expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12. Commitments and Contingencies

Leases

The weighted-average remaining lease terms were 2.4 years and 2.8 years as of September 30, 2023 and December 31, 2022, respectively. The weighted-average discount rates were 6.27% and 5.25% as of September 30, 2023 and December 31, 2022, respectively. Operating lease cost for three months ended September 30, 2023 and 2022, was $0.9 million and $0.8 million, respectively. Operating lease cost for nine months ended September 30, 2023 and 2022, was $2.7 million and $2.5 million, respectively.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of September 30, 2023 (in thousands):

	Operating Leases
Remainder of 2023	$	921
2024		3,757
2025		3,008
2026		728
Total minimum lease payments		8,414
Less: imputed interest		(566	)
Total lease liability	$	7,848

Litigation

From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

Indemnifications

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees, (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.

XML

Segment Information

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Segment Information

Note 13. Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the financial statements.

Long-Lived Assets

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

	September 30,		December 31,
	2023		2022
North America	$	9,526	$	8,236
APAC		1,641		1,379
EMEA		32		105
Total	$	11,199	$	9,720

XML

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 14. Subsequent Events

Common Stock Financing

On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) providing for the purchase of an aggregate of 36,802,299 shares (the “PIPE Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price of $0.58 per PIPE Share (the “Purchase Price”) for an aggregate Purchase Price of $21.4 million (the “Private Placement”). Pursuant to the Subscription Agreements, entities affiliated with Sylebra Capital Limited (“Sylebra”) agreed to purchase 24,795,027 shares of Common Stock for a total purchase price of $14.4 million and Adage Capital Management ("Adage") agreed to purchase 12,007,272 shares of common stock for a total purchase price of $7 million. The closing of the Private Placement occurred on November 9, 2023. The Subscription Agreements include customary representations, warranties and covenants of the parties as well as customary registration rights. The Company expects to use the proceeds from the Private Placement for working capital and general corporate purposes.

Standby Equity Purchase Agreement

On November 8, 2023, the Company entered into a Standby Equity Purchase Agreement (the “Facility Agreement”) with entities affiliated with Sylebra. Pursuant to the Facility Agreement, the Company will have the right, but not the obligation, to sell to Sylebra up to $125,000,000 of its shares of preferred stock, subject to satisfaction of certain conditions, by November 8, 2026. Each sale the Company requests under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of preferred stock with an aggregate value of at least $25,000,000 but not more than $50,000,000 (except with Sylebra’s consent).

When and if issued, the preferred stock will be issued at a price per share of $10,000. Holders of the preferred stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at the option of the Company. The preferred stock will have an initial liquidation preference of $12,000 per share, plus accrued dividends. The preferred stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the facility agreement related to the protection of the preferred stock.

The preferred stock will be convertible at the option of the holders into the number of shares of Common Stock equal to $10,000 divided by the then-applicable conversion price. At any time after the two year anniversary of any issuance of any series of preferred stock, the Company will have the option to convert all (but not less than all) of any series of then-outstanding preferred stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the Common Stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result any the holder thereof becoming the beneficial owner of more than 19.9% of the Company’s outstanding Common Stock, the Company will issue the Investor Pre-Funded Warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.

The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-OEM or commercial OEM program award with at least a 50,000 unit volume, the trading price of the Common Stock being below $3.00 at the time of the

Advance request and other customary conditions. Prior to any Advance, the Company will assess its capital needs and other factors, including the impact of an Advance on the Company’s outstanding executive pledge arrangements.

In relation to this financing, the Company has agreed to pay Sylebra a facility fee of $2,500,000, an origination fee in the amount of $625,000, an administrative fee in the amount of $312,500 and reasonable fees and expenses of Sylebra in an amount not to exceed $350,000. In addition, upon receipt of stockholder approval, the Company will issue to Sylebra the Series A Warrant to purchase 15,000,000 shares of Common Stock at an exercise price of $1.00.

Registration Rights Agreement

The Company has entered into a Registration Rights Agreement that provides for certain customary registration rights with respect to shares of the preferred stock, the Series A Warrant, the Pre-Funded Warrant and the shares of the Common Stock issued upon any future conversion thereof.

Shareholder Agreement

The Company entered into a Shareholder Agreement (the “Shareholder Agreement”) with Sylebra, whereby for as long as Sylebra and its affiliates beneficially own at least (i) 9% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Chris Eberle and (ii) 14% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert. Sylebra has waived its right to designate such additional director until the election of the Class I directors in 2025.

XML

Description of Business and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Description of Business

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

On March 12, 2021 (the “Closing Date”), Aeva, Inc. consummated a business combination (the “Business Combination”) with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)) pursuant to the Business Combination Agreement dated as of November 2, 2020 (the “BCA”), by and among IPV, WLLY Merger Sub Corp., a wholly owned subsidiary of IPV, and Aeva, Inc. Immediately upon the consummation of the Business Combination, WLLY Merger Sub Corp. merged with and into Aeva, Inc., with Aeva, Inc. surviving the merger as a wholly owned subsidiary of IPV. IPV changed its name to Aeva Technologies, Inc. and the pre-combination Aeva retained its name of Aeva, Inc. Aeva, Inc. was incorporated in the State of Delaware on December 5, 2016 and is headquartered in Mountain View, California. Unless the context otherwise requires, “we,” “us,” “our,” “Aeva,” and the “Company” refers to Aeva Technologies Inc., the combined company and its subsidiaries following the Business Combination. Refer to Reverse Capitalization with IPV in Note 2 to the financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional information relating to the BCA.

The Company’s common stock and warrants are listed on the New York Stock Exchange stock market under the symbols “AEVA” and "AEVA.WS".

Basis of Presentation and Unaudited Interim Financial Statements

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC.

Principles of Consolidation and Liquidity

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the Business Combination and issuances of stock. As of September 30, 2023, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $233.7 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $414.6 million as of September 30, 2023. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents and marketable securities will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these financial statements.

Significant Risks and Uncertainties

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any

losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in the United States, APAC, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances.

As of September 30, 2023, three customers accounted for 26%, 25% and 12% of the accounts receivable, respectively. As of December 31, 2022, one customer accounted for 66% of accounts receivable. As of September 30, 2023, two vendors accounted for 21% and 10% of the accounts payable, respectively. As of December 31, 2022, two vendors accounted for 10% each of the accounts payable.

Recent Accounting Pronouncements

Recent Adopted Accounting Pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for interim and annual periods beginning after December 15, 2022 on a prospective basis, with early adoption permitted. The adoption of ASU 2021-08 on January 1, 2023 did not have any impact on the Company’s condensed consolidated financial statements.

XML

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Summary of Disaggregated Revenue by Geographic Region

Total revenue for the three months ended September 30, 2023 and 2022, based on the disaggregation criteria described above were as follows (in thousands):

	Three Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	445		55	%	$	1,119		81	%
EMEA		168		21	%		233		17	%
APAC		197		24	%		22		2	%
Total	$	810		100	%	$	1,374		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	810		100	%	$	625		45	%
Recognized over time		—		0	%		749		55	%
Total	$	810		100	%	$	1,374		100	%

Total revenue for the nine months ended September 30, 2023 and 2022, based on the disaggregation criteria described above are as follows (in thousands):

	Nine Months Ended September 30,
	2023					2022
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	1,464		54	%	$	3,640		91	%
EMEA		569		21	%		317		8	%
APAC		668		25	%		47		1	%
Total	$	2,701		100	%	$	4,004		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	2,267		84	%	$	1,302		33	%
Recognized over time		434		16	%		2,702		67	%
Total	$	2,701		100	%	$	4,004		100	%

XML

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

	September 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	19,976	$	—	$	—		$	19,976	$	19,976	$	—
Level 1
Money market funds		11,123		—		—			11,123		11,123		—
Level 2
U.S. agency securities		70,918		—		(499	)		70,419		—		70,419
U.S. Treasury securities		3,491		—		(24	)		3,467		1,991		1,476
Commercial paper		38,794		—		(40	)		38,754		7,460		31,294
Corporate bonds		90,370		—		(418	)		89,952		—		89,952
Subtotal		203,573		—		(981	)		202,592		9,451		193,141
Total assets	$	234,672	$	-	$	(981	)	$	233,691	$	40,550	$	193,141
Liabilities
Level 3
Warrant liabilities	$	22	$	—	$	—		$	22	$	—	$	—
Total liabilities	$	22	$	—	$	—		$	22	$	—	$	—

	December 31, 2022
	Adjusted Cost		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	17,980	$	—		$	17,980	$	17,980	$	—
Level 1
Money market funds		44,443		—			44,443		44,443		—
Level 2
U.S. agency securities		65,493		(1,518	)		63,975		—		63,975
U.S. Treasury securities		14,953		(111	)		14,842		—		14,842
Commercial paper		40,859		(100	)		40,759		4,997		35,762
Corporate bonds		143,669		(1,856	)		141,813		—		141,813
Subtotal		264,974		(3,585	)		261,389		4,997		256,392
Total assets	$	327,397	$	(3,585	)	$	323,812	$	67,420	$	256,392
Liabilities
Level 3
Warrant liabilities	$	90	$	—		$	90	$	—	$	—
Total liabilities	$	90	$	—		$	90	$	—	$	—

Summary of Changes in Fair Value of Level 3 Financial Instruments

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousand):

	September 30, 2023			December 31, 2022
Fair value, beginning balance	$	90		$	1,060
Change in the fair value included in other income, net		(68	)		(970	)
Fair value, closing balance	$	22		$	90

Schedule of Black-Scholes Option Pricing Model For Private Warrants

The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods:

	September 30, 2023			December 31, 2022
Expected term (years)		2.4			3.2
Expected volatility		95.3	%		88.2	%
Risk-free interest rate		4.92	%		4.22	%
Dividend yield		0	%		0	%
Exercise Price	$	11.50		$	11.50

XML

Acquisition and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of expected amortization expense relating to purchased intangible assets

As of September 30, 2023, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

Remainder of 2023	$	225
2024		900
2025		900
2026		825
Total future amortization	$	2,850

XML

Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Raw materials	$	2,357	$	2,743
Work-in-progress		59		42
Finished goods		275		166
Total inventories	$	2,692	$	2,951

XML

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	2023			2022
Computer equipment	$	2,443		$	2,363
Lab equipment		6,388			5,055
Leasehold improvements		3,030			2,961
Construction in progress		1,083			1,488
Testing equipment		1,268			692
Manufacturing equipment		4,025			1,831
Furniture, fixtures and other equipment		567			535
Total property, plant and equipment	$	18,804		$	14,925
Less: accumulated depreciation		(7,605	)		(5,205	)
Total property, plant and equipment, net	$	11,199		$	9,720

XML

Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following (in thousands):

	September 30,		December 31,
	2023		2022
Prepaid expenses	$	2,899	$	2,343
Contract assets		111		247
Vendor deposits		806		1,398
Other current assets		1,804		1,485
Total other current assets	$	5,620	$	5,473

XML

Earnings (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Numerator:
Net loss attributable to common stockholders	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Denominator:
Weighted average shares of common stock outstanding — Basic		222,825,819			217,888,470			221,003,348			216,937,433
Dilutive effect of potential common stock		—			—			—			—
Weighted average shares of common stock outstanding — Diluted		222,825,819			217,888,470			221,003,348			216,937,433
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.15	)	$	(0.17	)	$	(0.47	)	$	(0.48	)

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	Nine Months Ended September 30,
	2023		2022
Common stock options issued and outstanding		12,497,254		13,686,976
Restricted stock units		26,144,366		10,798,551
Performance-based restricted stock units		9,558,823		—
Warrants		12,458,876		—
Total		60,659,319		24,485,527

XML

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Schedule of Stock Options Activity

A summary of the Company’s stock option activity, for nine months ended September 30, 2023, was as follows:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022		13,434,083		$	0.67		6.77	$	11,593
Granted		—			—		—		—
Exercised		(458,565	)		0.33		—		—
Forfeited		(418,700	)		2.99		—		—
Expired		(59,564	)		0.26		—		—
Outstanding as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151
Vested and exercisable as of September 30, 2023		11,528,748		$	0.52		5.69	$	4,034
Vested and expected to vest as of September 30, 2023		12,497,254		$	0.60		5.82	$	4,151

There were no options granted during the nine months ended September 30, 2023.

Schedule of Restricted Stock Activity

The following table summarizes our RSU activity for the nine months ended September 30, 2023:

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of December 31, 2022		11,945,375		$	5.22
Granted		23,022,625			1.28
Released		(4,028,417	)		4.36
Forfeited		(4,795,217	)		3.80
Outstanding as of September 30, 2023		26,144,366		$	2.15

Schedule of Fair Value Weighted-Average Assumptions

The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:

	September 30, 2023
Expected term (years)	0.5 - 4.7
Expected volatility		70.9	%
Risk-free interest rate		3.29	%
Dividend yield		0	%
Share price	$	1.02

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense by function was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	161	$	396	$	858	$	738
Research and development expenses		3,094		4,177		12,717		13,152
General and administrative expenses		1,654		1,263		3,989		3,767
Sales and marketing expenses		240		304		589		701
Total	$	5,149	$	6,140	$	18,153	$	18,358

XML

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Taxes

For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Domestic	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)
Foreign		—			—			—			—
Loss before income taxes	$	(33,238	)	$	(36,503	)	$	(104,367	)	$	(104,631	)

XML

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of September 30, 2023 (in thousands):

	Operating Leases
Remainder of 2023	$	921
2024		3,757
2025		3,008
2026		728
Total minimum lease payments		8,414
Less: imputed interest		(566	)
Total lease liability	$	7,848

XML

Segment Information (Tables)

9 Months Ended

Sep. 30, 2023

Geographic Areas, Long-Lived Assets [Abstract]

Schedule of Property and Equipment by Geographic Region

The following table sets forth the Company’s property and equipment, net by geographic region (in thousands):

	September 30,		December 31,
	2023		2022
North America	$	9,526	$	8,236
APAC		1,641		1,379
EMEA		32		105
Total	$	11,199	$	9,720

XML

Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Intangible assets	$ 2,850	$ 3,525
Cash and cash equivalents	40,550	67,420
Accumulated deficit	$ 414,634	310,267
Number of months required to fund operating and capital expenditure	12 months
Accounts receivable	$ 769	2,887
Operating lease right-of-use assets	7,770	$ 7,402
Operating lease liabilities	7,848
Money Market Funds [Member]
Significant Accounting Policies [Line Items]
Cash and cash equivalents	$ 233,700
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member]
Significant Accounting Policies [Line Items]
Number of customer accounted for accounts receivable	three customers
Concentration risk, percentage	25.00%
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member]
Significant Accounting Policies [Line Items]
Number of customer accounted for accounts receivable		one customer
Concentration risk, percentage	26.00%	66.00%
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customers Three [Member]
Significant Accounting Policies [Line Items]
Concentration risk, percentage	12.00%
Credit Concentration Risk [Member] | Accounts Payable [Member] | Two Vendors [Member]
Significant Accounting Policies [Line Items]
Concentration risk, percentage	10.00%	10.00%
Number of vendors accounted for accounts payable	two vendors	two vendors
Credit Concentration Risk [Member] | Accounts Payable [Member] | One Vendor [Member]
Significant Accounting Policies [Line Items]
Concentration risk, percentage	21.00%

XML

Revenue - Summary of Disaggregated Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Revenue	$ 810	$ 1,374	$ 2,701	$ 4,004
% of Revenue	100.00%	100.00%	100.00%	100.00%
Recognized at a point in time [Member]
Disaggregation Of Revenue [Line Items]
Revenue	$ 810	$ 625	$ 2,267	$ 1,302
% of Revenue	100.00%	45.00%	84.00%	33.00%
Recognized over time [Member]
Disaggregation Of Revenue [Line Items]
Revenue		$ 749	$ 434	$ 2,702
% of Revenue	0.00%	55.00%	16.00%	67.00%
North America [Member]
Disaggregation Of Revenue [Line Items]
Revenue	$ 445	$ 1,119	$ 1,464	$ 3,640
% of Revenue	55.00%	81.00%	54.00%	91.00%
Europe [Member]
Disaggregation Of Revenue [Line Items]
Revenue	$ 168	$ 233	$ 569	$ 317
% of Revenue	21.00%	17.00%	21.00%	8.00%
Asia [Member]
Disaggregation Of Revenue [Line Items]
Revenue	$ 197	$ 22	$ 668	$ 47
% of Revenue	24.00%	2.00%	25.00%	1.00%

XML

Revenue - Additional Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($) Customer	Sep. 30, 2022 Customer	Sep. 30, 2023 USD ($) Customer	Sep. 30, 2022 Customer	Dec. 31, 2022 USD ($)
Disaggregation of Revenue [Line Items]
Contract assets	$ 111		$ 111		$ 247
Customer Concentration Risk [Member] | Revenue [Member]
Disaggregation of Revenue [Line Items]
Number Of customers meeting concentration risk threshold | Customer	2	1	2	2
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	40.00%	55.00%	27.00%	40.00%
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member]
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	11.00%		13.00%	27.00%
Other current assets [Member]
Disaggregation of Revenue [Line Items]
Contract assets	$ 100		$ 100		200
Other current liabilities [Member]
Disaggregation of Revenue [Line Items]
Contract liabilities	$ 0		$ 0		$ 0

XML

Financial Instruments - Summary of Financial assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Available-for-sale [Abstract]
Cash	$ 19,976	$ 17,980
Adjusted Cost	234,672	327,397
Unrealized Losses	(981)	(3,585)
Fair Value	233,691	323,812
Cash and cash equivalents	40,550	67,420
Marketable Securities	193,141	256,392
Warrant liabilities	22	90
Total liabilities	22	90
Fair Value, Inputs, Level 2 [Member]
Available-for-sale [Abstract]
Adjusted Cost	203,573	264,974
Unrealized Losses	(981)	(3,585)
Fair Value	202,592	261,389
Cash and cash equivalents	9,451	4,997
Marketable Securities	193,141	256,392
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member]
Available-for-sale [Abstract]
Warrant liabilities	22	90
Total liabilities	22	90
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Available-for-sale [Abstract]
Adjusted Cost	11,123	44,443
Fair Value	11,123	44,443
Cash and cash equivalents	11,123	44,443
U.S. agency securities [Member] | Fair Value, Inputs, Level 2 [Member]
Available-for-sale [Abstract]
Adjusted Cost	70,918	65,493
Unrealized Losses	(499)	(1,518)
Fair Value	70,419	63,975
Marketable Securities	70,419	63,975
U.S. Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Available-for-sale [Abstract]
Adjusted Cost	3,491	14,953
Unrealized Losses	(24)	(111)
Fair Value	3,467	14,842
Cash and cash equivalents	1,991
Marketable Securities	1,476	14,842
Commercial Paper [Member] | Fair Value, Inputs, Level 2 [Member]
Available-for-sale [Abstract]
Adjusted Cost	38,794	40,859
Unrealized Losses	(40)	(100)
Fair Value	38,754	40,759
Cash and cash equivalents	7,460	4,997
Marketable Securities	31,294	35,762
Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member]
Available-for-sale [Abstract]
Adjusted Cost	90,370	143,669
Unrealized Losses	(418)	(1,856)
Fair Value	89,952	141,813
Marketable Securities	$ 89,952	$ 141,813

XML

Financial Instruments - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value, Beginning Balance	$ 90	$ 1,060
Change in the fair value included in other income (expense), net	(68)	(970)
Fair Value, Ending Balance	$ 22	$ 90

XML

Financial Instruments - Schedule of Black-Scholes Option Pricing Model For Private Warrants (Details)	Sep. 30, 2023	Dec. 31, 2022
Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	2.4	3.2
Expected Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	95.3	88.2
Risk-free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.92	4.22
Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	11.5

XML

Acquisition and Intangible Assets (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 0.2	$ 0.2	$ 0.7	$ 0.7

XML

Acquisition and Intangible Assets - Schedule of expected amortization expense relating to purchased intangible assets (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 225
2024	900
2025	900
2026	825
Total future amortization	$ 2,850

XML

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 2,357	$ 2,743
Work-in-progress	59	42
Finished goods	275	166
Total inventory	$ 2,692	$ 2,951

XML

Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 18,804	$ 14,925
Less: accumulated depreciation	(7,605)	(5,205)
Total property, plant and equipment, net	11,199	9,720
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	2,443	2,363
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	6,388	5,055
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	3,030	2,961
Construction In Progress [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,083	1,488
Testing Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	1,268	692
Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	4,025	1,831
Furniture, Fixtures and Other Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property, plant and equipment	$ 567	$ 535

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 0.8	$ 0.6	$ 2.5	$ 1.6

XML

Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 2,899	$ 2,343
Contract assets	111	247
Vendor deposits	806	1,398
Other current assets	1,804	1,485
Total other current assets	$ 5,620	$ 5,473

XML

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities, Current [Abstract]
Total other current liabilities	$ 444	$ 194

XML

Capital Structure - Additional Information (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Class Of Stock [Line Items]
Common stock, shares authorized	422,000,000	422,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Pre-combination Aeva preferred stock outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Public Warrants [Member]
Class Of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 11.5
Class of Warrant or Right, Outstanding	12,074,880
Private Warrants [Member]
Class Of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 11.5
Class of Warrant or Right, Outstanding	384,000

XML

Earnings (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss attributable to common stockholders	$ (33,238)	$ (36,503)	$ (104,367)	$ (104,631)
Denominator:
Weighted average shares of common stock outstanding - Basic	222,825,819	217,888,470	221,003,348	216,937,433
Dilutive effect of potential common stock	0	0	0	0
Weighted average shares of common stock outstanding - Diluted	222,825,819	217,888,470	221,003,348	216,937,433
Net loss per share, Basic	$ (0.15)	$ (0.17)	$ (0.47)	$ (0.48)
Net loss per share, Diluted	$ (0.15)	$ (0.17)	$ (0.47)	$ (0.48)

XML

Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	60,659,319	24,485,527
Stock Options [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	12,497,254	13,686,976
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	26,144,366	10,798,551
Restricted Stock [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	9,558,823	0
Warrant [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	12,458,876	0

XML

Stock-based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	May 31, 2023	Sep. 30, 2023	Nov. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
First 12 Months [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock options vesting		25.00%
Remaining 36 Months [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of stock options vesting		75.00%
2016 Stock Incentive Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common Stock, Authorized		10,334,897
Stock Options [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 1,200,000
Unrecognized stock-based compensation expense, weighted average recognition period		1 year 1 month 6 days
Number of Options, Granted		0
Restricted Stock Units (RSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 47,700,000
Restricted stock units, vesting period		3 years 1 month 6 days
Performance-Based Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense		$ 3,400,000
Unrecognized stock-based compensation expense, weighted average recognition period		2 years 2 months 12 days
Weighted-average grant date fair value		$ 1.02
Number of Options, Granted	5,882,353	9,558,823
Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common Stock, Authorized			12,769,233
Purchase price of share is lower then fair value market		85.00%
Annual purchase restriction		$ 25,000
Shares issued		0
Employee Stock Purchase Plan [Member] | Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Purchase of common stock through payroll deduction		15.00%
Market-based PBRSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense, weighted average recognition period		3 years 6 months
Unrecognized stock-based compensation expense related to the restricted stock		$ 900,000
Weighted-average grant date fair value		$ 0.28
Number of Options, Granted		3,676,470

XML

Stock-based Compensation - Schedule of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Options, Outstanding, Beginning as of December 31, 2022 | shares	13,434,083
Number of Options, Exercised | shares	(458,565)
Number of Options, Forfeited | shares	(418,700)
Number of Options, Expired | shares	(59,564)
Number of Options, Outstanding, Ending At September 30, 2023 | shares	12,497,254	13,434,083
Number of Options, Vested and exercisable as of September 30, 2023 | shares	11,528,748
Number of Options, Vested and expected to vest as of September 30, 2023 | shares	12,497,254
Weighted- Average Exercise Price, Outstanding, Beginning as of December 31, 2022 | $ / shares	$ 0.67
Weighted- Average Exercise Price, Exercised | $ / shares	0.33
Weighted- Average Exercise Price, Forfeited | $ / shares	2.99
Weighted- Average Exercise Price, Expired | $ / shares	0.26
Weighted- Average Exercise Price, Outstanding, Ending as of September 30, 2023 | $ / shares	0.6	$ 0.67
Weighted- Average Exercise Price, Vested and exercisable as of September 30, 2023 | $ / shares	0.52
Weighted- Average Exercise Price, Vested and expected to vest as of September 30, 2023 | $ / shares	$ 0.6
Weighted-Average Remaining Contractual Life (Years), Outstanding	5 years 9 months 25 days	6 years 9 months 7 days
Weighted-Average Remaining Contractual Life (Years), Vested and exercisable as of September 30, 2023	5 years 8 months 8 days
Weighted-Average Remaining Contractual Life (Years), Vested and expected to vestas of September 30, 2023	5 years 9 months 25 days
Aggregate Intrinsic Value, Outstanding | $	$ 4,151	$ 11,593
Aggregate Intrinsic Value, Vested and exercisable as of September 30, 2023 | $	4,034
Aggregate Intrinsic Value, Vested and expected to vest as of September 30, 2023 | $	$ 4,151

XML

Stock-based Compensation - Schedule of Restricted Stock Activity (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning as of December 31, 2022	13,434,083
Number of Options, Outstanding, Ending At September 30, 2023	12,497,254
Performance-Based Restricted Stock Units [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Outstanding, Beginning as of December 31, 2022	11,945,375
Shares, Granted	23,022,625
Shares, Released	(4,028,417)
Shares, Forfeited	(4,795,217)
Number of Options, Outstanding, Ending At September 30, 2023	26,144,366
Weighted Average Graint Date Fair Value per Share, Outstanding, Beginningas of December 31, 2022 | $ / shares	$ 5.22
Weighted Average Graint Date Fair Value per Share, Granted | $ / shares	1.28
Weighted Average Grant Date Fair Value per Share, Released | $ / shares	4.36
Weighted Average Graint Date Fair Value per Share, Forfeited | $ / shares	3.8
Weighted Average Graint Date Fair Value per Share, Outstanding, Ending as of September 30, 2023 | $ / shares	$ 2.15

XML

Stock-based Compensation - Schedule of Fair Value Weighted-Average Assumptions (Details) - Market-based PBRSU [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected volatility	70.90%
Risk-free interest rate	3.29%
Dividend yield	0.00%
Share price	$ 1.02
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 months
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	4 years 8 months 12 days

XML

Stock-based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 5,149	$ 6,140	$ 18,153	$ 18,358
Cost of Revenue [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	161	396	858	738
Research and Development Expenses [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	3,094	4,177	12,717	13,152
General and Administrative Expenses [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	1,654	1,263	3,989	3,767
Sales and Marketing Expenses [Member]
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 240	$ 304	$ 589	$ 701

XML

Income Taxes - Schedule of Income before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Domestic	$ (33,238)	$ (36,503)	$ (104,367)	$ (104,631)
Foreign	0	0	0	0
Loss before income taxes	$ (33,238)	$ (36,503)	$ (104,367)	$ (104,631)

XML

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Federal provision for income taxes			$ 0	$ 0
State provision for income taxes	$ 0	$ 0
Provision for income taxes	$ 0	$ 0	$ 0	$ 0

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Loss Contingencies [Line Items]
Weighted average discount rate	6.27%		6.27%		5.25%
Operating lease cost	$ 0.9	$ 0.8	$ 2.7	$ 2.5
Weighted-average remaining lease term	2 years 4 months 24 days		2 years 4 months 24 days		2 years 9 months 18 days

XML

Commitments and Contingencies - Summary of Maturity Analysis of the Annual Undiscounted Cash Flows of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2023	$ 921
2024	3,757
2025	3,008
2026	728
Total minimum lease payments	8,414
Less: imputed interest	(566)
Total lease liability	$ 7,848

XML

Segment Information - Additional Information (Details) - Segment	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Entity Wide Revenue Major Customer [Line Items]
Number of Operating Segments			1
Customer Concentration Risk [Member] | Revenue [Member] | Customer One [Member]
Entity Wide Revenue Major Customer [Line Items]
Concentration risk, percentage	40.00%	55.00%	27.00%	40.00%
Customer Concentration Risk [Member] | Revenue [Member] | Customer Two [Member]
Entity Wide Revenue Major Customer [Line Items]
Concentration risk, percentage	11.00%		13.00%	27.00%

XML

Segment Information - Schedule of Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 11,199	$ 9,720
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	9,526	8,236
APAC [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	1,641	1,379
EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 32	$ 105

XML

Subsequent Events (Additional Information) (Details)		9 Months Ended
	Nov. 08, 2023 USD ($) Segment $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Subsequent Event [Line Items]
Common Stock, Shares, Issued | shares		223,167,000	218,748,000
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001	$ 0.0001
Common Stock, Value, Issued		$ 22,000	$ 22,000
Preferred Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001	$ 0.0001
Common Stock [Member] | Sylebra [Member]
Subsequent Event [Line Items]
Common stock, conversion basis		(i) 9% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate one director, who will initially be Chris Eberle and (ii) 14% of the Common Stock (on an as converted basis), Sylebra will have the right to nominate an additional director, who shall be an automotive executive or relevant industry expert.
Subsequent Event [Member]
Subsequent Event [Line Items]
Program Award 1 | Segment	50,000
Facility Fees	$ 2,500,000
Origination Fee	625,000
Administrative Fees Expense	$ 312,500
Subsequent Event [Member] | Pipe Share [Member]
Subsequent Event [Line Items]
Share Price | $ / shares	$ 0.58
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Common Stock, Value, Issued	$ 10,000
Price of the Common Stock Exceeds	250.00%
Percentage Of Common Stock Outstanding	19.90%
Trading price of the Common Stock	$ 3,000
Warrants issued to purchase shares of common stock | shares	15,000,000
Warrants issued to purchase shares of common stock, Exercise price | $ / shares	$ 1
Subsequent Event [Member] | Common Stock [Member] | Pipe Share [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued | shares	36,802,299
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0.0001
Proceeds from issuance of common stock	$ 21,400,000
Subsequent Event [Member] | Common Stock [Member] | Sylebra [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued | shares	24,795,027
Proceeds from issuance of common stock	$ 14,400,000
Subsequent Event [Member] | Common Stock [Member] | Adage [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued | shares	12,007,272
Proceeds from issuance of common stock	$ 7,000,000
Subsequent Event [Member] | Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, sale of stock, aggregate value	$ 125,000,000
Preferred Stock, Par or Stated Value Per Share | $ / shares	$ 10,000
Percentage of Dividend payble per Annum	7.00%
Preferred Stock, Liquidation Preference Per Share | $ / shares	$ 12,000
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt Instrument, Convertible, Threshold Trading Days | Segment	30
Reasonable Fees and Expenses	$ 350,000
Subsequent Event [Member] | Maximum [Member] | Preferred Stock [Member] | Sylebra [Member]
Subsequent Event [Line Items]
Preferred stock, sale of stock, aggregate value	$ 25,000,000
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Debt Instrument, Convertible, Threshold Trading Days | Segment	20
Subsequent Event [Member] | Minimum [Member] | Preferred Stock [Member] | Sylebra [Member]
Subsequent Event [Line Items]
Preferred stock, sale of stock, aggregate value	$ 50,000,000