What changed in Aeva Technologies, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, Aeva Technologies, Inc. (AEVAW) added 203 paragraphs, removed 143, and edited 109 between the 2022 and 2023 10-K filings. The biggest movers are Item 7A. Quantitative and Qualitative Disclosures About Market Risk (+203/−143).

Where does this AEVAW 10-K diff come from?

The source filings are Aeva Technologies, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Aeva Technologies, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Aeva Technologies, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+203 added−143 removedSource: 10-K (2024-03-15) vs 10-K (2023-03-24)

Top changes in Aeva Technologies, Inc.'s 2023 10-K

203 paragraphs added · 143 removed · 109 edited across 1 sections

Item 7A. Quantitative and Qualitative Disclosures About Market Risk+203 / −143 · 109 edited

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

109 edited+94 added−34 removed93 unchanged

2022 filing

2023 filing

Biggest changeCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common stock Additional paid-in Other Comprehensive Accumulated Total stockholders Shares Amount capital loss deficit equity Balance at December 31, 2019 151,014,472 $ 15 $ 84,103 $ — $ ( 35,514 ) $ 48,604 Stock-based compensation 3,806 3,806 Issuance of common stock upon exercise of stock options 351,037 — 73 — — 73 Net loss — — — — ( 25,570 ) ( 25,570 ) Balance as of December 31, 2020 151,365,509 $ 15 $ 87,982 $ — $ ( 61,084 ) $ 26,913 Business combination and PIPE financing, net of acquired private placement warrant of $ 3,014 59,343,104 6 557,757 — — 557,763 Offering cost in connection with Business combination and PIPE financing — — ( 47,708 ) — — ( 47,708 ) Stock-based compensation — — 22,237 — — 22,237 Issuance of common stock upon exercise of stock options 3,701,243 — 911 — — 911 Issuance of common stock upon release of restricted stock units 758,945 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 171,787 ) — ( 1,338 ) — — ( 1,338 ) Unrealized loss on available-for-sale securities — — — $ ( 524 ) — ( 524 ) Net loss — — — — ( 101,878 ) ( 101,878 ) Balance as of December 31, 2021 214,997,014 $ 21 $ 619,841 $ ( 524 ) $ ( 162,962 ) $ 456,376 Stock-based compensation — — 24,285 — — 24,285 Issuance of common stock upon exercise of stock options 1,464,760 1 349 — — 350 Issuance of common stock upon release of restricted stock units 2,521,081 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 234,552 ) — ( 720 ) — — ( 720 ) Issuance of common stock upon exercise of warrants 120 — 1 — — 1 Unrealized loss on available-for-sale securities — — ( 3,061 ) — ( 3,061 ) Net loss — — — ( 147,305 ) ( 147,305 ) Balance as of December 31, 2022 $ 218,748,423 $ 22 $ 643,756 $ ( 3,585 ) $ ( 310,267 ) $ 329,926 The accompanying notes are an integral part of these consolidated financial statements. 63 AEVA TECHNOLOGIES, INC.

Biggest changeCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Common stock Additional paid-in Other Comprehensive Accumulated Total stockholders Shares Amount capital loss deficit equity Balance at December 31, 2020 151,365,509 $ 15 $ 87,982 $ — $ ( 61,084 ) $ 26,913 Business combination and PIPE financing, net of acquired private placement warrant of $ 3,014 59,343,104 6 557,757 — — 557,763 Offering cost in connection with Business combination and PIPE financing — — ( 47,708 ) — — ( 47,708 ) Stock-based compensation — — 22,237 — — 22,237 Issuance of common stock upon exercise of stock options 3,701,243 — 911 — — 911 Issuance of common stock upon release of restricted stock units 758,945 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 171,787 ) — ( 1,338 ) — — ( 1,338 ) Unrealized loss on available-for-sale securities — — ( 524 ) — ( 524 ) Net loss — — — — ( 101,878 ) ( 101,878 ) Balance as of December 31, 2021 214,997,014 $ 21 $ 619,841 $ ( 524 ) $ ( 162,962 ) $ 456,376 Stock-based compensation — — 24,285 — — 24,285 Issuance of common stock upon exercise of stock options 1,464,760 1 349 — — 350 Issuance of common stock upon release of restricted stock units 2,521,081 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 234,552 ) — ( 720 ) — — ( 720 ) Issuance of common stock upon exercise of warrants 120 — 1 — — 1 Unrealized loss on available-for-sale securities — — — ( 3,061 ) — ( 3,061 ) Net loss — — — — ( 147,305 ) ( 147,305 ) Balance as of December 31, 2022 218,748,423 $ 22 $ 643,756 $ ( 3,585 ) $ ( 310,267 ) $ 329,926 Issuance of common stock in private placement, net of issuance cost of $ 818 36,802,299 4 20,633 20,637 Stock-based compensation — — 23,675 — — 23,675 Issuance of common stock upon exercise of stock options 657,242 — 238 — — 238 Issuance of common stock upon release of restricted stock units 6,027,613 — — — — — Shares withheld for the withholding tax on vesting of restricted stock units ( 290,773 ) — ( 199 ) — — ( 199 ) Unrealized gain on available-for-sale securities — — 3,498 — 3,498 Net loss — — — ( 149,333 ) ( 149,333 ) Balance as of December 31, 2023 261,944,804 $ 26 $ 688,103 $ ( 87 ) $ ( 459,600 ) $ 228,442 The accompanying notes are an integral part of these consolidated financial statements. 62 AEVA TECHNOLOGIES, INC.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - InterPrivate’s trust and cash (net of redemption) $ 240,777 Cash - Private offering 320,000 Less: transaction costs and advisory fees paid ( 47,708 ) Net Business Combination and Private Offering $ 513,069 The number of shares of common stock issued immediately following the consummation of the Business Combination were: Common stock, outstanding prior to Business Combination 24,150,000 Less: redemption of IPV shares ( 30,874 ) Common stock of IPV Corp 24,119,126 IPV founder shares 6,905,500 Shares issued in PIPE 28,318,478 Business Combination and PIPE shares 59,343,104 Legacy Aeva shares (1) 152,066,648 Total shares of common stock immediately after Business Combination 211,409,752 Aeva exercise of warrants — Total shares of common stock at March 12, 2021 211,409,752 (1) The number of Legacy Aeva shares was determined as follows: 74 Aeva shares Aeva shares, effected for Exchange Ratio Balance at December 31, 2019 8,031,018 72,894,258 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019 8,606,780 78,120,214 Exercise of common stock options - 2020 38,675 351,037 Exercise of common stock options - 2021 (pre-Closing) 77,247 701,139 Total 152,066,648 Note 3.

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’ equity for the year ended December 31, 2021 (in thousands): Cash - InterPrivate’s trust and cash (net of redemption) $ 240,777 Cash - Private offering 320,000 Less: transaction costs and advisory fees paid ( 47,708 ) Net Business Combination and Private Offering $ 513,069 The number of shares of common stock issued immediately following the consummation of the Business Combination were: Common stock, outstanding prior to Business Combination 24,150,000 Less: redemption of IPV shares ( 30,874 ) Common stock of IPV Corp 24,119,126 IPV founder shares 6,905,500 Shares issued in PIPE 28,318,478 Business Combination and PIPE shares 59,343,104 Legacy Aeva shares (1) 152,066,648 Total shares of common stock immediately after Business Combination 211,409,752 Aeva exercise of warrants — Total shares of common stock at March 12, 2021 211,409,752 (1) The number of Legacy Aeva shares was determined as follows: Aeva shares Aeva shares, effected for Exchange Ratio Balance at December 31, 2019 8,031,018 72,894,258 Recapitalization applied to Convertible Preferred Stock outstanding at December 31, 2019 8,606,780 78,120,214 Exercise of common stock options - 2020 38,675 351,037 Exercise of common stock options - 2021 (pre-Closing) 77,247 701,139 Total 152,066,648 73 Note 3.

The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent.

Leases The lease liability is determined as the present value of future lease payments using an incremental borrowing rate that the Company would have to pay to borrow equivalent funds on a collateralized basis at the lease commencement date. The right-of-use asset is based on the liability adjusted for any prepaid or deferred rent.

To date, research and development expenses have been expensed as incurred and included in the statements of operations. Stock-based Compensation The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model.

To date, research and development expenses have been expensed as incurred and included in the statements of operations. 69 Stock-based Compensation The Company measures the cost of share-based awards granted to employees and directors based on the grant-date fair value of the awards. The grant-date fair value of the stock options is calculated using a Black-Scholes option pricing model.

Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. 71 The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations.

Recognized income tax positions are measured at the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statement of operations.

For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit 67 loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others.

For marketable securities in an unrealized loss position, the Company assesses whether such declines are due to credit loss based on factors such as changes to the rating of the security by a ratings agency, market conditions and supportable forecasts of economic and market conditions, among others.

If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net.

If either condition is met, the security’s amortized cost basis is written down to fair value and is recognized through other income, net. 66 If neither condition is met, declines as a result of credit losses, if any, are recognized as an allowance for credit loss, limited to the amount of unrealized loss, through other income, net.

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.

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 86 such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

The Company may modify contracts to change the scope or price (or both) of a contract. When a modification results in an increase to the scope or price of a contract of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification.

Contract modifications. The Company may modify contracts to change the scope or price (or both) of a contract. When a modification results in an increase to the scope or price of a contract of the additional products and services are generally considered distinct from those products or services transferred to the customer before the modification.

Upon the Closing, the outstanding 78 shares of preferred stock were converted into common stock of Aeva, Inc., and then into common stock of the Company at a ratio of 1: 9.07659 , the exchange rate established in the BCA.

Upon the Closing, the outstanding shares of preferred stock were converted into common stock of Aeva, Inc., and then into common stock of the Company at a ratio of 1 : 9.07659 , the exchange rate established in the BCA.

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.

Revenue Disaggregation of Revenues The Company disaggregate 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.

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 Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on our evaluation under the COSO framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022, 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.

Based on our evaluation under the COSO framework, our management has concluded that our internal control over financial reporting was effective as of December 31, 2023, 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.

Principle of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 65 The Company has funded its operations primarily through the Business Combination and issuances of stock.

Principle of Consolidation and Liquidity The consolidated financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 64 The Company has funded its operations primarily through the Business Combination and issuances of stock.

Judgement is required to determine whether and when a contract modification is approved by the parties or implied by customary business practices. Judgement is also required in the identification of performance obligations within the Company’s contracts with customers, especially those for certain custom products that require engineering and development.

Judgments and estimates. Judgement is required to determine whether and when a contract modification is approved by the parties or implied by customary business practices. Judgement is also required in the identification of performance obligations within the Company’s contracts with customers, especially those for certain custom products that require engineering and development.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, using the criteria established in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria established in Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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 87 decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

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 89 decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aeva Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, consolidated statements of stockholders' equity, and consolidated statements of cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements").

Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Aeva Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, consolidated statements of stockholders' equity, and consolidated statements of cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively, referred to as, the "financial statements").

Option holders have a ten-year period to exercise the options before they expire. The fair value of stock option awards was determined on the grant date using the Black-Scholes option-pricing model. No new options were granted during the year ended December 31, 2021.

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 15.

Immediately prior to the closing of the Business Combination, each issued and outstanding share of Aeva, Inc.’s redeemable, convertible preferred stock, was converted into shares of common stock based on a one-to-one ratio (see Note 10).

The Company has not accrued any interest on uncertain tax benefits associated with unrecognized tax benefits and had immaterial cumulative interest and penalties as of December 31, 2022, 2021 and 2020. The Company does no t expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

The Company has not accrued any interest on uncertain tax benefits associated with unrecognized tax benefits and had immaterial cumulative interest and penalties as of December 31, 2023, 2022 and 2021. 85 The Company does no t expect that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, 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.

Based on the evaluation of our disclosure controls and procedures as of December 31, 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.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America (GAAP).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Capital Structure As of December 31, 2021, the Compan y had authorized a total of 432,000,000 shares for issuance, with 422,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock.

Capital Structure As of December 31, 2023, the Compan y had authorized a total of 432,000,000 shares for issuance, with 422,000,000 shares designated as common stock and 10,000,000 shares designated as preferred stock.

The following table presents the hypothetical change in fair values in the financial instruments we held at December 31, 2022 that are sensitive to changes in interest rates.

The following table presents the hypothetical change in fair values in the financial instruments we held at December 31, 2023 that are sensitive to changes in interest rates.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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 December 31, 2022.

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 December 31, 2023.

The Company evaluates variable consideration in arrangements with contract terms such as rights of return, price concessions and acceptance clauses. The Company generally uses the expected value method, primarily 70 relying on its history, to estimate variable consideration. However, when the Company believes it to provide a better estimate, it uses the most likely amount method.

The Company evaluates variable consideration in arrangements with contract terms such as price concessions and acceptance clauses. The Company generally uses the expected value method, primarily relying on its history, to estimate variable consideration. However, when the Company believes it to provide a better estimate, it uses the most likely amount method.

St ock-based compensation capitalized will be recognized as cost when the related non recurring service revenue is recognized. Note 13.

St ock-based compensation capitalized will be recognized as cost when the related non-recurring service revenue is recognized. Note 14.

The RSUs are subject to a time-based vesting condition and a performance condition tied to the completion of the merger with InterPrivate, both of which must be satisfied in order for the RSUs to be vested and settled for shares of Common Stock. The performance vesting condition for these RSU were met on March 12, 2021.

PBRSUs are subject to a time-based vesting condition and a performance condition tied to the completion of the merger with InterPrivate, both of which must be satisfied in order for the PBRSUs to be vested and settled for shares of Common Stock. The performance vesting condition for these PBRSU were met on March 12, 2021.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year ended December 31, 2022 2021 2020 Unrecognized tax benefits as of the beginning of the year $ 4,702 $ 1,934 $ 1,088 Increase related to prior year tax provisions ( 100 ) 107 — Decrease related to prior year tax provisions — — — Increase related to current year tax provisions 4,270 2,661 846 Statue lapse — — — Unrecognized tax benefits as of the end of the year $ 8,872 $ 4,702 $ 1,934 Included in the balance of unrecognized tax benefits as of December 31, 2022, 2021 and 2020, are no amounts that, if recognized, would affect the effective tax rate.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year ended December 31, 2023 2022 2021 Unrecognized tax benefits as of the beginning of the year $ 8,872 $ 4,702 $ 1,934 Increase related to prior year tax provisions — ( 100 ) 107 Decrease related to prior year tax provisions — — — Increase related to current year tax provisions 4,937 4,270 2,661 Statue lapse — — — Unrecognized tax benefits as of the end of the year $ 13,809 $ 8,872 $ 4,702 Included in the balance of unrecognized tax benefits as of December 31, 2023, 2022 and 2021, are no amounts that, if recognized, would affect the effective tax rate.

The modeling technique used measures the change in fair values arising from selected potential changes in interest rates on our investment portfolio, which had a fair value of $287.4 million at December 31, 2022. Market changes reflect immediate hypothetical parallel shifts in the yield curve of plus or minus 100 and 50 basis points (“BPS”).

The modeling technique used measures the change in fair values arising from selected potential changes in interest rates on our investment portfolio, which had a fair value of $198.9 million at December 31, 2023. Market changes reflect immediate hypothetical parallel shifts in the yield curve of plus or minus 100 and 50 basis points (“BPS”).

Income Taxes Components of Income Before Taxes For financial reporting purposes, income before income taxes includes the following components (in thousand): Year ended December 31, 2022 2021 2020 Domestic $ ( 147,314 ) $ ( 101,878 ) $ ( 25,570 ) Foreign 9 — — Income (loss) before income taxes $ ( 147,305 ) $ ( 101,878 ) $ ( 25,570 ) 82 Components of Tax Expense There has historically been no federal, state or foreign provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

Income Taxes Components of Income Before Taxes For financial reporting purposes, income before income taxes includes the following components (in thousand): Year ended December 31, 2023 2022 2021 Domestic $ ( 149,540 ) $ ( 147,314 ) $ ( 101,878 ) Foreign 207 9 — Income (loss) before income taxes $ ( 149,333 ) $ ( 147,305 ) $ ( 101,878 ) Components of Tax Expense There has historically been no federal, state or foreign provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets.

Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Aeva was determined to be the accounting acquirer under Financial Accounting Standards Board (“FASB”)’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).

Basis of Presentation The Business Combination is accounted for as a reverse recapitalization as the pre-combination Aeva was determined to be the accounting acquirer under FASB’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) .

The Company’s major tax ju risdictions are the United States, California and other states. Due to the net operating loss carryforward since inception, all tax years are open for examination. There have been no examinations of our income tax returns by any tax authority. Note 14.

The Company’s major tax ju risdictions are the United States, various states and India. Due to the net operating loss carryforward since inception, all tax years are open for examination. There have been no examinations of our income tax returns by any tax authority. Note 15.

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 2022.

Contract Assets and Contract Liabilities As of December 31, 2022 and 2021, the Company had contract assets of $ 0.2 million and $ 4.1 million, respectively, recognized in other current assets. The Company had no contract liability, as of December 31, 2022 and 2021.

Contract Assets and Contract Liabilities As of December 31, 2023 and 2022, the Company had contract assets of $ 0.1 million and $ 0.2 million, respectively, recognized in other current assets. As of December 31, 2023, the Company had contract liability of $ 2.1 million, recognized in other current liability.

The assumptions for the Black-Scholes model for options granted during the period ended December 31, 2022 and 2020 were as follows: Year ended December 31, 2022 2021 Expected term (years)(1) 6.02 5.79 - 6.02 Expected volatility(2) 48.7 % - 49.0 % 43.2 % - 48.2 % Common Stock Value 2.92 - 3.28 6.86 - 14.13 Risk-free interest rate(3) 2.73 % - 2.93 % 1.79 % - 2.55 % Dividend yield(4) 0 % 0 % (1) Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated.

The assumptions for the Black-Scholes model for options granted during the period ended December 31, 2022 were as follows: Expected term (years)(1) 6.02 Expected volatility(2) 48.7 % - 49.0 % Common Stock Value 2.92 - 3.28 Risk-free interest rate(3) 2.73 % - 2.93 % Dividend yield(4) 0 % (1) Expected term is the length of time the grant is expected to be outstanding before it is exercised or terminated.

As of December 31, 2022, expected amortization expense relating to purchased intangible assets over the remaining life was as follows (in thousands): Intangibles 2023 $ 900 2024 900 2025 900 2026 825 Total future amortization $ 3,525 Note 6.

As of December 31, 2023, expected amortization expense relating to purchased intangible assets over the remaining life was as follows (in thousands): Intangibles 2024 $ 900 2025 900 2026 825 Total future amortization $ 2,625 76 Note 6.

The following table summarizes our RSU activity (includes performance-based restricted stock units) for the year ended December 31, 2022: Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2019 — $ — Granted 1,536,195 7.74 Released — — Forfeited — — Outstanding as of December 31, 2020 1,536,195 $ 7.74 Granted 6,206,975 10.51 Released ( 758,945 ) 9.34 Forfeited ( 353,146 ) 9.83 Outstanding as of December 31, 2021 6,631,079 $ 10.04 Granted 9,200,047 3.20 Released ( 2,521,081 ) 8.75 Forfeited ( 1,364,670 ) 8.45 Outstanding as of December 31, 2022 11,945,375 $ 5.22 The total fair value of restricted stock and performance based restricted stock awards vested for the years ended December 31, 2022 and 2021, was $ 8.3 million and $ 6.6 million, respectively.

The following table summarizes our RSU activity (includes performance-based restricted stock units) for the year ended December 31, 2023: Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2020 1,536,195 $ 7.74 Granted 6,206,975 10.51 Released ( 758,945 ) 9.34 Forfeited ( 353,146 ) 9.83 Outstanding as of December 31, 2021 6,631,079 $ 10.04 Granted 9,200,047 3.20 Released ( 2,521,081 ) 8.75 Forfeited ( 1,364,670 ) 8.45 Outstanding as of December 31, 2022 11,945,375 $ 5.22 Granted 25,715,759 1.21 Released ( 6,027,613 ) 3.77 Forfeited ( 5,612,635 ) 3.64 Outstanding as of December 31, 2023 26,020,886 $ 1.93 The total fair value of restricted stock and performance based restricted stock awards vested for the years ended December 31, 2023, 2022 and 2021, was $ 6.2 million $ 8.3 million and $ 6.6 million, respectively.

Commitments and Contingencies Leases The weighted-average remaining lease terms were 1.9 years and 2.1 years as of December 31, 2022 and 2021, respectively. The weighted-average discount rates were 5.25 % and 5.25 % as of December 31, 2022 and 2021, respectively.

Commitments and Contingencies Leases The weighted-average remaining lease terms were 2.0 years and 1.9 years as of December 31, 2023 and 2022, respectively. The weighted-average discount rates were 6.04 % and 5.25 % as of December 31, 2023 and 2022, respectively.

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 RSUs may be granted to employees. Under the Stock Plans, the Company has 26,705,443 shares available for issuance as of December 31, 2022.

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 RSUs may be granted to employees. Under the Stock Plans, the Company has 8,684,181 shares available for issuance as of December 31, 2023.

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 $ 310.3 million as of December 31, 2022.

The Company also has federal and California research and development tax credit carryforwards of $ 13.7 million and $ 8.6 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely.

The Company also has federal and California research and development tax credit carryforwards of $ 21.2 million and $ 13.5 million, respectively. The federal research credit carryforwards will expire in 2036 and California research credits can be carried forward indefinitely.

For the year ended December 31, 2022, 2021 and 2020, the Company recognized no provision related to income taxes.

For the years ended December 31, 2023, 2022 and 2021, the Company recognized no provision related to income taxes.

Total revenue for the years ended December 31, 2022, 2021 and 2020, based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 2,965 71 % $ 8,816 95 % $ 4,225 88 % EMEA 1,085 26 % 232 3 % 497 10 % Asia 142 3 % 217 2 % 121 2 % Total $ 4,192 100 % $ 9,265 100 % $ 4,843 100 % Revenue by timing of recognition: Recognized at a point in time $ 2,735 65 % $ 1,776 19 % $ 1,534 32 % Recognized over time 1,457 35 % 7,489 81 % 3,309 68 % Total $ 4,192 100 % $ 9,265 100 % $ 4,843 100 % The point in time revenue was primarily related to the product revenue and overtime revenue was from non-recurring engineering services.

Total revenue for the years ended December 31, 2023, 2022 and 2021, based on the disaggregation criteria described above are as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Revenue by primary geographical market: North America $ 2,815 65 % $ 2,965 71 % $ 8,816 95 % EMEA 728 17 % 1,085 26 % 232 3 % Asia 769 18 % 142 3 % 217 2 % Total $ 4,312 100 % $ 4,192 100 % $ 9,265 100 % Revenue by timing of recognition: Recognized at a point in time $ 3,877 90 % $ 2,735 65 % $ 1,776 19 % Recognized over time 435 10 % 1,457 35 % 7,489 81 % Total $ 4,312 100 % $ 4,192 100 % $ 9,265 100 % The point in time revenue was primarily related to the product revenue and overtime revenue was from non-recurring engineering services.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2022 (in thousands): Operating Leases 2023 $ 2,977 2024 2,748 2025 1,969 2026 290 Total minimum lease payments 7,984 Less: imputed interest ( 528 ) Total lease liability $ 7,456 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.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of December 31, 2023 (in thousands): Operating Leases 2024 $ 3,949 2025 3,157 2026 729 Total minimum lease payments 7,835 Less: imputed interest ( 481 ) Total lease liability $ 7,354 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.

Decrease in interest rate Increase in interest rate (in thousands) -100 BPS -50 BPS 50 BPS 100 BPS Total fair market value $ 288,959 $ 288,181 $ 286,627 $ 285,849 Percentage change in fair market value 0.5 % 0.3 % -0.3 % -0.5 % Foreign Currency Exchange Risk There was no material foreign currency risk for the year ended December 31, 2022. 57 INDEX TO CONSO LIDATED FI NANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 59 Consolidated Balance Sheets 61 Consolidated Statements of Operations 62 Consolidated Statements of Stockholders’ Equity 63 Consolidated Statements of Cash Flows 64 Notes to Consolidated Financial Statements 65 58 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Aeva Technologies, Inc.

Decrease in interest rate Increase in interest rate (in thousands) -100 BPS -50 BPS 50 BPS 100 BPS Total fair market value $ 199,849 $ 199,389 $ 198,469 $ 198,009 Percentage change in fair market value 0.5 % 0.2 % -0.2 % -0.5 % Foreign Currency Exchange Risk There was no material foreign currency risk for the year ended December 31, 2023. 56 INDEX TO CONSO LIDATED FI NANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 58 Consolidated Balance Sheets 60 Consolidated Statements of Operations 61 Consolidated Statements of Stockholders’ Equity 62 Consolidated Statements of Cash Flows 63 Notes to Consolidated Financial Statements 64 57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Aeva Technologies, Inc.

Financial Instruments The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: 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.

Financial Instruments The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2023 Adjusted Cost Unrealized Gain Unrealized Losses Fair Value Cash and Cash Equivalent Marketable Securities (in thousands) Assets Cash $ 21,799 $ — $ — $ 21,799 $ 21,799 $ — Level 1 Money market funds 6,266 — — 6,266 6,266 — Level 2 U.S.

Intangible assets have been determined to have finite lives and are amortized on a straight-line basis over their estimated remaining economic lives, which is estimated at five years.

Intangible assets have been determined to have finite lives and are amortized on a straight-line basis over their estimated remaining economic lives, which is estimated at five years. Amortization expense is included in general and administrative expenses.

Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $ 99.7 million as of December 31, 2022 and a net 83 valuation allowance on its deferred tax assets of $ 51.8 million as of December 31, 2021. The valuation allowance increased by $ 47.9 million for the year ended December 31, 2022.

Accordingly, the Company established and recorded a full valuation allowance on its net deferred tax assets of $ 120.8 million as of December 31, 2023 and a net valuation allowance on its deferred tax assets of $ 99.7 million as of December 31, 2022. The valuation allowance increased by $ 21.1 million for the year ended December 31, 2023.

Operating lease costs for the year ended December 31, 2022 and 2021, were $ 3.3 million and $ 2.3 million, respectively. The rent expense for the year ended December 31, 2020 was $ 0.7 million. 84 Short-term lease costs for the year ended December 31, 2022 and 2021, were $ 0.1 million and $ 0.1 million, respectively.

Operating lease costs for the year ended December 31, 2023, 2022 and 2021, were $ 3.7 million, $ 3.3 million and $ 2.3 million, respectively. Short-term lease costs for the years ended December 31, 2023 and 2022, were $ 0.1 million and $ 0.1 million, respectively.

CONSOLIDATED STAT EMENTS OF OPERATIONS (In thousands, except share and per share data) Year Ended December 31, 2022 2021 2020 Revenue $ 4,192 $ 9,265 $ 4,843 Cost of revenue 8,447 5,833 2,741 Gross profit (loss) ( 4,255 ) 3,432 2,102 Operating expenses: Research and development expenses 109,587 74,768 20,497 General and administrative expenses 31,070 28,407 5,664 Selling and marketing expenses 7,043 4,443 1,682 Total operating expenses 147,700 107,618 27,843 Operating loss ( 151,955 ) ( 104,186 ) ( 25,741 ) Interest income 3,707 372 195 Other income (expense), net 943 1,936 ( 24 ) Net loss before income taxes ( 147,305 ) ( 101,878 ) ( 25,570 ) Income tax provision — — — Net loss $ ( 147,305 ) $ ( 101,878 ) $ ( 25,570 ) Unrealized loss on available-for-sale securities ( 3,061 ) ( 524 ) — Total comprehensive loss ( 150,366 ) ( 102,402 ) ( 25,570 ) Net loss per share, basis and diluted $ ( 0.68 ) $ ( 0.51 ) $ ( 0.18 ) Weighted-average shares used in computing net loss per share, basic and diluted 217,307,896 200,849,663 141,741,752 The accompanying notes are an integral part of these consolidated financial statements. 62 AEVA TECHNOLOGIES, INC.

CONSOLIDATED STAT EMENTS OF OPERATIONS (In thousands, except share and per share data) Year Ended December 31, 2023 2022 2021 Revenue $ 4,312 $ 4,192 $ 9,265 Cost of revenue 10,198 8,447 5,833 Gross profit (loss) ( 5,886 ) ( 4,255 ) 3,432 Operating expenses: Research and development expenses 102,503 109,587 74,768 General and administrative expenses 31,761 31,070 28,407 Selling and marketing expenses 7,638 7,043 4,443 Total operating expenses 141,902 147,700 107,618 Operating loss ( 147,788 ) ( 151,955 ) ( 104,186 ) Interest income 8,925 3,707 372 Other income (expense), net ( 10,470 ) 943 1,936 Net loss before income taxes ( 149,333 ) ( 147,305 ) ( 101,878 ) Income tax provision — — — Net loss $ ( 149,333 ) $ ( 147,305 ) $ ( 101,878 ) Unrealized gain (loss) on available-for-sale securities 3,498 ( 3,061 ) ( 524 ) Total comprehensive loss ( 145,835 ) ( 150,366 ) ( 102,402 ) Net loss per share, basis and diluted $ ( 0.66 ) $ ( 0.68 ) $ ( 0.51 ) Weighted-average shares used in computing net loss per share, basic and diluted 227,060,773 217,307,896 200,849,663 The accompanying notes are an integral part of these consolidated financial statements. 61 AEVA TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 147,305 ) $ ( 101,878 ) $ ( 25,570 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 3,265 1,147 798 Impairment of inventories 1,664 — — Loss on write down of fixed assets — 52 — Change in fair value of warrant liability ( 970 ) ( 1,954 ) — Stock-based compensation 24,247 22,237 3,806 Amortization of right-of-use assets 2,882 1,901 — Realized loss on available-for-sale securities 29 — — Amortization of premium on available-for-sale securities 389 1,498 — Changes in operating assets and liabilities: Accounts receivable ( 546 ) ( 2,200 ) 228 Inventories ( 2,552 ) ( 844 ) ( 865 ) Other current assets 3,634 ( 7,285 ) ( 3,513 ) Other noncurrent assets ( 3 ) ( 795 ) ( 5 ) Accounts payable 1,287 2,667 1,360 Accrued liabilities 4,953 3,202 2,263 Accrued employee costs 2,525 1,474 256 Lease liability ( 2,871 ) ( 1,785 ) — Other current liabilities ( 539 ) 458 5 Other noncurrent liabilities — — 6 Net cash used in operating activities ( 109,911 ) ( 82,105 ) ( 21,231 ) Cash flows from investing activities: Purchase of property, plant, and equipment ( 7,439 ) ( 3,850 ) ( 855 ) Purchase of available-for-sale securities ( 210,197 ) ( 571,925 ) — Proceeds from sale of available-for-sale securities — 20,123 — Proceeds from maturities of available-for-sale securities 328,526 171,580 — Purchase of intangible assets — ( 4,500 ) — Net cash provided by (used in) investing activities 110,890 ( 388,572 ) ( 855 ) Cash flows from financing activities: Proceeds from business combination and private offering — 560,777 — Transaction costs related to business combination and private offering — ( 47,487 ) — Payments of taxes withheld on net settled vesting of restricted stock units ( 720 ) ( 1,338 ) — Proceeds from exercise of stock options 350 911 73 Proceeds from exercise of warrants 1 — — Net cash provided by (used in) financing activities ( 369 ) 512,863 73 Net increase (decrease) in cash and cash equivalents 610 42,186 ( 22,013 ) Beginning cash and cash equivalents 66,810 24,624 46,637 Ending cash and cash equivalents $ 67,420 $ 66,810 $ 24,624 Supplemental disclosures of cash flow information: Cash paid for interest $ — $ — $ — Cash paid for income taxes $ — $ — $ — Supplemental disclosure of noncash investing and financing activities: Unpaid property, plant and equipment purchases $ 79 $ 796 $ 2 Private placement of warrants acquired as part of merger $ — $ 3,014 $ — Right-of-use asset obtained in exchange for lease liability $ — $ 10,515 $ — Non-cash lease adoption $ — $ 1,671 $ — The accompanying notes are an integral part of these consolidated financial statements. 64 AEVA TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net loss $ ( 149,333 ) $ ( 147,305 ) $ ( 101,878 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,622 3,265 1,147 Impairment of inventories 224 1,664 — Loss on write down of fixed assets — — 52 Fair value at issuance of Series A warrants 6,500 — — Change in fair value of warrant liabilities 182 ( 970 ) ( 1,954 ) Stock-based compensation 23,675 24,247 22,237 Amortization of right-of-use assets 3,108 2,882 1,901 Realized loss on available-for-sale securities — 29 — Amortization of premium and accretion of discount on available-for-sale securities, net ( 2,973 ) 389 1,498 Changes in operating assets and liabilities: Accounts receivable 2,259 ( 546 ) ( 2,200 ) Inventories 353 ( 2,552 ) ( 844 ) Other current assets 279 3,634 ( 7,285 ) Other noncurrent assets ( 270 ) ( 3 ) ( 795 ) Accounts payable ( 1,592 ) 1,287 2,667 Accrued liabilities ( 6,415 ) 4,953 3,202 Accrued employee costs 1,322 2,525 1,474 Lease liability ( 3,097 ) ( 2,871 ) ( 1,785 ) Other current liabilities 2,330 ( 539 ) 458 Net cash used in operating activities ( 118,826 ) ( 109,911 ) ( 82,105 ) Cash flows from investing activities: Purchase of property, plant, and equipment ( 6,104 ) ( 7,439 ) ( 3,850 ) Purchase of non-marketable equity investments ( 5,000 ) — — Purchase of available-for-sale securities ( 152,364 ) ( 210,197 ) ( 571,925 ) Proceeds from sale of available-for-sale securities — — 20,123 Proceeds from maturities of available-for-sale securities 232,745 328,526 171,580 Purchase of intangible assets — — ( 4,500 ) Net cash provided by (used in) investing activities 69,277 110,890 ( 388,572 ) Cash flows from financing activities: Proceeds from business combination and private offering — — 560,777 Transaction costs related to business combination and private offering — — ( 47,487 ) Proceeds from issuance of stock in private placement 21,455 — — Transaction costs related to issuance of stock in private placement ( 818 ) — — Payments of taxes withheld on net settled vesting of restricted stock units ( 199 ) ( 720 ) ( 1,338 ) Proceeds from exercise of stock options 238 350 911 Proceeds from exercise of warrants — 1 — Net cash provided by (used in) financing activities 20,676 ( 369 ) 512,863 Net increase (decrease) in cash and cash equivalents ( 28,873 ) 610 42,186 Beginning cash and cash equivalents 67,420 66,810 24,624 Ending cash and cash equivalents $ 38,547 $ 67,420 $ 66,810 Supplemental disclosures of cash flow information: Cash paid for interest $ — $ — $ — Cash paid for income taxes $ — $ — $ — Supplemental disclosure of noncash investing and financing activities: Unpaid property, plant and equipment purchases $ 90 $ 79 $ 796 Private placement of warrants acquired as part of merger $ — $ — $ 3,014 Right-of-use asset obtained in exchange for lease liability $ 2,995 $ — $ 10,515 Non-cash lease adoption $ — $ — $ 1,671 The accompanying notes are an integral part of these consolidated financial statements. 63 AEVA TECHNOLOGIES, INC.

As of December 31, 2022, the Company had $ 206.0 million of U.S. federal and $ 246.1 million of state net operating loss carryforwards available to reduce future taxable income, of which $ 202.8 million will be carried forward indefinitely for U.S. federal tax purposes and the remainder of losses will expire beginning in 2036 for federal and state tax purposes.

As of December 31, 2023, the Company had $ 232.2 million of U.S. federal and $ 189.9 million of state net operating loss carryforwards available to reduce future taxable income, of which $ 229.0 million will be carried forward indefinitely for U.S. federal tax purposes and the remainder of losses will expire beginning in 2036 for federal and 2031 for state tax purposes.

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.

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. The Company is in the process of preparing a Sec. 382 study through December 31, 2023.

Variable lease costs for the year ended December 31, 2022 and 2021, were $ 0.5 million and $ 0.3 million, respectively.

Variable lease costs for the years ended December 31, 2023 and 2022, were $ 0.5 million and $ 0.5 million, respectively.

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. 75 The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): December 31, 2023 December 31, 2022 Fair value, beginning balance $ 90 $ 1,060 Fair value at issuance of Series A warrants 6,450 — Change in the fair value of Series A warrants included in other income (expense), net 300 — Change in the fair value of private placement warrants included in other income (expense), net ( 68 ) ( 970 ) Fair value, closing balance $ 6,772 $ 90 The key inputs into the Black-Scholes option pricing model for the private warrants were as follows for the relevant periods: December 31, 2023 December 31, 2022 Expected term (years) 2.2 3.2 Expected volatility 94.1 % 88.2 % Risk-free interest rate 4.23 % 4.22 % Dividend yield 0 % 0 % Exercise Price $ 11.50 $ 11.50 The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods: December 31, 2023 December 18, 2023 Expected term (years) 4.0 4.0 Expected volatility 87.2 % 86.4 % Risk-free interest rate 3.89 % 4.00 % Dividend yield 0 % 0 % Exercise Price $ 1.00 $ 1.00 Note 5.

As of December 31, 2022, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $ 323.8 million.

As of December 31, 2023, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $ 221.0 million.

If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset exceeds its fair value. There was no impairment of long-lived assets during the years ended December 31, 2022 or 2021.

The warrants became exercisable 30 days after the completion of the Business Combination, subject to other conditions, including with respect to the effectiveness of a registration statement covering the shares of common stock underlying such warrants, and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. 73 In connection with the Business Combination • certain IPV stockholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 30,874 shares of IPV common stock for gross redemption payments of $ 0.3 million; and • a number of investors purchased from the Company an aggregate of 28,318,478 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share, $ 11.50 per share or $ 16.00 per share, as applicable, for an aggregate purchase price of $ 320.0 million pursuant to separate subscription agreements (the “PIPE”).

In connection with the Business Combination • certain IPV stockholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 30,874 shares of IPV common stock for gross redemption payments of $ 0.3 million; and • a number of investors purchased from the Company an aggregate of 28,318,478 shares of common stock (the “PIPE Shares”), for a purchase price of $ 10.00 per share, $ 11.50 per share or $ 16.00 per share, as applicable, for an aggregate purchase price of $ 320.0 million pursuant to separate subscription agreements (the “PIPE”).

Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews the need for an allowance for credit loss quarterly based on historical experience with each customer and the specifics of each arrangement. As of December 31, 2022 and 2021, the Company did no t have an allowance for credit losses or write-offs.

This cost is expected to be recognized over a weighted-average period of 1.7 years. As of December 31, 2021, the Company recognized $ 1.1 million of the additional compensation expense for certain stock option grants that had a performance vesting condition that was satisfied as of the Closing of the BCA.

As of December 31, 2021, the Company recognized $ 1.1 million of the additional compensation expense for certain stock option grants that had a performance vesting condition that was satisfied as of the Closing of the BCA.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. It em 9B. Other Information. None. It em 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 88 PART III

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. It em 9B. Other Information.

Note 8. Other current assets Other current assets consist of the following (in thousands): As of December 31, 2022 2021 Prepaid expenses $ 2,343 $ 2,819 Contract assets 247 4,069 Vendor deposits 1,398 1,057 Other current assets 1,485 1,125 Total other current assets $ 5,473 $ 9,070 Note 9.

Note 8. Other current assets Other current assets consist of the following (in thousands): As of December 31, 2023 2022 Prepaid expenses $ 2,228 $ 2,343 Contract assets 140 247 Vendor deposits 1,104 1,398 Other current assets 1,723 1,485 Total other current assets $ 5,195 $ 5,473 Note 9.

Compensation expense Total stock-based compensation expense by function was as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of revenue $ 1,161 $ 1,483 $ 470 Research and development expenses 17,197 12,754 1,895 Sales and marketing expenses 917 371 26 General and administrative expenses 4,972 7,629 1,415 Total $ 24,247 $ 22,237 $ 3,806 Stock-based compensation of $ 38 thousand was capitalized in deferred cost for the year ended December 31, 2022.

No ESPP shares were purchased during 2023. 83 Compensation expense Total stock-based compensation expense by function was as follows (in thousands): Year ended December 31, 2023 2022 2021 Cost of revenue $ 965 $ 1,161 $ 1,483 Research and development expenses 16,760 17,197 12,754 Sales and marketing expenses 819 917 371 General and administrative expenses 5,131 4,972 7,629 Total $ 23,675 $ 24,247 $ 22,237 Stock-based compensation of $ 38 thousand was capitalized in deferred cost for the year ended December 31, 2022.

The Company generally does not require collateral. As of December 31, 2022 and 2021, one customer accounted for 66 % and 90 % of accounts receivable, respectively. As of December 31, 2022 and 2021, two vendors accounted for 20 % and 37 % of accounts payable, respectively. Use of Estimates The preparation of financial statements in conformity with U.S.

As of December 31, 2023 and 2022, one customer accounted for 42 % and 66 % of accounts receivable, respectively. As of December 31, 2023, three vendors accounted for 34 % accounts payable and as of December 31, 2022, two vendors accounted for 20 % of accounts payable. Use of Estimates The preparation of financial statements in conformity with U.S.

Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): As of December 31, 2022 2021 Computer equipment $ 2,363 $ 1,572 Lab equipment 5,055 2,760 Leasehold improvements 2,961 1,330 Construction in progress 1,488 980 Testing equipment 692 521 Manufacturing equipment 1,831 374 Furniture, fixtures and other equipment 535 439 Total property, plant and equipment 14,925 7,976 Less: accumulated depreciation ( 5,205 ) ( 2,840 ) Total property, plant and equipment, net $ 9,720 $ 5,136 Depreciation related to property, plant and equipment was $ 2.4 million, $ 1.1 million and $ 0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): As of December 31, 2023 2022 Computer equipment $ 2,795 $ 2,363 Lab equipment 7,151 5,055 Leasehold improvements 3,148 2,961 Construction in progress 1,434 1,488 Testing equipment 1,455 692 Manufacturing equipment 4,269 1,831 Furniture, fixtures and other equipment 458 535 Total property, plant and equipment 20,710 14,925 Less: accumulated depreciation ( 8,596 ) ( 5,205 ) Total property, plant and equipment, net $ 12,114 $ 9,720 Depreciation related to property, plant and equipment was $ 3.7 million, $ 2.4 million and $ 1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

For the year ended December 31, 2022 and 2021, one customer accounted for 81 % and 80 % of the Company’s revenue, respectively. For the year ended December 31, 2020, three customers accounted for 65 %, 11 %, and 10 %, respectively, of the Company’s revenue.

For the year ended December 31, 2023 two customers accounted for 23 % and 22 % of the Company's revenue. For the year ended December 31 2022 and 2021, one customer accounted for 81 % and 80 % of the Company’s revenue, respectively.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Aeva, Inc. issuing stock for the net assets of IPV, accompanied by a recapitalization. The net assets of IPV are stated at historical cost, with no goodwill or intangible assets recorded.

Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Aeva, Inc. issuing stock for the net assets of IPV, accompanied by a recapitalization.

Inventories Inventories consist of the following (in thousands): As of December 31, 2022 2021 Raw materials $ 2,743 $ 1,668 Work-in-progress 42 116 Finished goods 166 279 Total inventories $ 2,951 $ 2,063 77 Note 7.

Inventories Inventories consist of the following (in thousands): As of December 31, 2023 2022 Raw materials $ 2,178 $ 2,743 Work-in-progress 136 42 Finished goods 60 166 Total inventories $ 2,374 $ 2,951 Note 7.

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, Asia, 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.

The Company’s accounts receivable are derived from customers located in the United States, Asia, 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. The Company generally does not require collateral.

The Company maintains 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.

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.

Product Warranty The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized.

There was no impairment of long-lived assets during the years ended December 31, 2023 or 2022. 67 Product Warranty The Company typically provides a warranty on its products of one year or less. Estimated future warranty costs are accrued to cost of revenue in the period in which the related revenue is recognized.

The following table summarized the stock option activity and related information under all stock option plans: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 11,913,780 $ 0.24 8.73 $ 15,707 Granted 7,393,347 0.55 — — Exercised ( 351,037 ) 0.20 — — Forfeited ( 1,006,417 ) 0.40 — — Expired ( 147,687 ) 0.27 — — Outstanding as of December 31, 2020 17,801,986 $ 0.36 8.27 $ 140,560 Exercised ( 3,701,243 ) 0.25 — — Forfeited ( 242,387 ) 0.41 — — Outstanding as of December 31, 2021 13,858,356 $ 0.39 7.47 $ 99,406 Granted 1,335,000 3.08 — — Exercised ( 1,464,760 ) 0.24 — — Forfeited ( 294,513 ) 0.51 — — Outstanding as of December 31, 2022 13,434,083 $ 0.67 6.77 $ 11,593 Vested and exercisable as of December 31, 2022 10,555,579 $ 0.46 6.48 $ 10,074 Vested and expected to vest as of December 31, 2022 13,434,083 $ 0.67 6.77 $ 11,593 The intrinsic value of options exercised during years ended December 31, 2022, 2021 and 2020 was $ 7.2 million, $ 32.0 million, and $ 4.8 million, respectively. 80 As of December 31, 2022, the Company had $ 2.1 million of unrecognized stock-based compensation expense related to the stock options.

(4) The Company has assumed a dividend yield of zero as they have no plans to declare dividends in the foreseeable future. 81 The following table summarized the stock option activity and related information under all stock option plans: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2020 17,801,986 $ 0.36 8.27 $ 140,560 Exercised ( 3,701,243 ) 0.25 — — Forfeited ( 242,387 ) 0.41 — — Outstanding as of December 31, 2021 13,858,356 $ 0.39 7.47 $ 99,406 Granted 1,335,000 3.08 — — Exercised ( 1,464,760 ) 0.24 — — Forfeited ( 294,513 ) 0.51 — — Outstanding as of December 31, 2022 13,434,083 $ 0.67 6.77 $ 11,593 Exercised ( 657,242 ) 0.36 — — Forfeited ( 703,264 ) 2.85 — — Outstanding as of December 31, 2023 12,073,577 $ 0.56 5.73 $ 4,004 Vested and exercisable as of December 31, 2023 11,538,928 $ 0.48 5.64 $ 3,972 Vested and expected to vest as of December 31, 2023 12,073,577 $ 0.56 5.73 $ 4,004 The intrinsic value of options exercised during years ended December 31, 2023, 2022 and 2021 was $ 0.5 million, $ 7.2 million, and $ 32.0 million, respectively.

CONSOLIDATED BALA NCE SHEET (In thousands, except per share data) As of December 31, 2022 2021 Assets Cash and cash equivalents $ 67,420 $ 66,810 Marketable securities 256,392 378,200 Accounts receivable 2,887 2,341 Inventories 2,951 2,063 Other current assets 5,473 9,070 Total current assets 335,123 458,484 Operating lease right-of-use assets 7,402 10,284 Property, plant, and equipment, net 9,720 5,136 Intangible assets, net 3,525 4,425 Other noncurrent assets 862 859 Total assets $ 356,632 $ 479,188 Liabilities and stockholders’ equity Accounts payable $ 5,182 $ 4,386 Accrued liabilities 9,063 4,110 Accrued employee costs 4,721 2,196 Lease liability, current portion 2,667 2,872 Other current liabilities 194 733 Total current liabilities 21,827 14,297 Lease liability, noncurrent portion 4,789 7,455 Warrant liability 90 1,060 Total liabilities 26,706 22,812 Commitments and contingencies (Note 14) Convertible preferred stock $ 0.0001 par value, 10,000 shares authorized; after recapitalization there are no shares issued and outstanding — — Common stock $ 0.0001 par value; 422,000 shares authorized; 218,748 and 214,997 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively 22 21 Additional paid-in capital 643,756 619,841 Accumulated other comprehensive loss ( 3,585 ) ( 524 ) Accumulated deficit ( 310,267 ) ( 162,962 ) Total stockholders’ equity 329,926 456,376 Total liabilities and stockholders’ equity $ 356,632 $ 479,188 The accompanying notes are an integral part of these consolidated financial statements. 61 AEVA TECHNOLOGIES, INC.

CONSOLIDATED BALA NCE SHEETS (In thousands, except per share data) As of December 31, 2023 2022 Assets Cash and cash equivalents $ 38,547 $ 67,420 Marketable securities 182,481 256,392 Accounts receivable 628 2,887 Inventories 2,374 2,951 Other current assets 5,195 5,473 Total current assets 229,225 335,123 Operating lease right-of-use assets 7,289 7,402 Property, plant, and equipment, net 12,114 9,720 Intangible assets, net 2,625 3,525 Other noncurrent assets 6,132 862 Total assets $ 257,385 $ 356,632 Liabilities and stockholders’ equity Accounts payable $ 3,602 $ 5,182 Accrued liabilities 2,648 9,063 Accrued employee costs 6,043 4,721 Lease liability, current portion 3,587 2,667 Other current liabilities 2,524 194 Total current liabilities 18,404 21,827 Lease liability, noncurrent portion 3,767 4,789 Warrant liabilities 6,772 90 Total liabilities 28,943 26,706 Commitments and contingencies (Note 15) Preferred stock $ 0.0001 par value, 10,000 shares authorized; no shares issued and outstanding as of December 31, 2023 and December 31, 2022 — — Common stock $ 0.0001 par value; 422,000 shares authorized; 261,945 and 218,748 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 26 22 Additional paid-in capital 688,103 643,756 Accumulated other comprehensive loss ( 87 ) ( 3,585 ) Accumulated deficit ( 459,600 ) ( 310,267 ) Total stockholders’ equity 228,442 329,926 Total liabilities and stockholders’ equity $ 257,385 $ 356,632 The accompanying notes are an integral part of these consolidated financial statements. 60 AEVA TECHNOLOGIES, INC.

Significant items subject to such estimates and assumptions include professional services revenue, valuation allowance for deferred tax assets, stock-based compensation, useful lives of property and equipment, valuation of inventory, useful lives of intangible assets, accrued liabilities, incremental borrowing rate for leases, and the valuation of the private warrants.

Significant items subject to such estimates and assumptions include but not limited to revenue recognition, valuation allowance for deferred tax assets, product warranty reserves, stock-based compensation, useful lives of property and equipment, inventory valuation and reserves, useful lives of intangible assets, accrued liabilities, incremental borrowing rate for leases, impairment of long-lived assets, allowance for expected credit losses, fair value estimates and impairment of investments, loss contingencies and the valuation of the warrants.

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): Year ended December 31, 2022 2021 2020 Numerator: Net loss $ ( 147,305 ) $ ( 101,878 ) $ ( 25,570 ) Net loss attributable per share to common stockholders ( 147,305 ) ( 101,878 ) ( 25,570 ) Denominator: Weighted average shares of common stock outstanding – Basic 217,307,896 200,849,663 141,741,752 Dilutive effect of potential common stock — — — Weighted average shares of common stock outstanding – Diluted 217,307,896 200,849,663 141,741,752 Net loss per share attributable to common stockholders – Basic and Diluted $ ( 0.68 ) $ ( 0.51 ) $ ( 0.18 ) 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: Year ended December 31, 2022 2021 2020 Common stock options issued and outstanding 13,434,083 13,858,356 17,801,986 Restricted stock units 11,945,375 6,631,079 1,536,195 Total 25,379,458 20,489,435 19,338,181 79 Note 12.

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): Year ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 149,333 ) $ ( 147,305 ) $ ( 101,878 ) Net loss attributable per share to common stockholders ( 149,333 ) ( 147,305 ) ( 101,878 ) Denominator: Weighted average shares of common stock outstanding – Basic 227,060,773 217,307,896 200,849,663 Dilutive effect of potential common stock — — — Weighted average shares of common stock outstanding – Diluted 227,060,773 217,307,896 200,849,663 Net loss per share attributable to common stockholders – Basic and Diluted $ ( 0.66 ) $ ( 0.68 ) $ ( 0.51 ) 80 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: Year ended December 31, 2023 2022 2021 Common stock options issued and outstanding 12,073,577 13,434,083 13,858,356 Restricted stock units 26,020,886 11,945,375 6,631,079 Performance-based restricted stock units 9,558,823 — — Common stock warrants 12,458,876 12,458,876 12,458,876 Series A warrants 15,000,000 — — Total 75,112,162 37,838,334 32,948,311 Note 13.

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Top changes in Aeva Technologies, Inc.'s 2023 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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