This proxy statement supplement dated December 6, 2023 (this Supplement), supplements the
definitive proxy statement (the Proxy Statement) filed by Aeva Technologies, Inc. (the Company) with the Securities and Exchange Commission (the SEC) on November 30, 2023 and made available to the Companys
stockholders in connection with the solicitation of proxies by the Board of Directors of the Company for the annual meeting of stockholders (the Annual Meeting) of the Company to be held on December 18, 2023 at 10:00 am (Pacific
Time).
As previously disclosed in the Companys Proxy Statement, on November 27, 2023, a complaint was filed in the Delaware Court of Chancery
by a purported stockholder against the Company and its directors, captioned Wallace v. Salehian et al., C.A. No. 2023-1187 (Del. Ch.). The complaint asserts claims including breach of fiduciary duty with respect to Proposal 4 and demands
further disclosure with respect to Proposal 4.
While the Company believes that the disclosures set forth in the Proxy Statement comply fully with
all applicable law and denies the allegations in the complaint, in order to avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined to voluntarily supplement certain
disclosures in the Proxy Statement related to plaintiffs claims with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal
merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material.
The Supplemental Disclosures should be read in conjunction with the Proxy Statement. To the extent defined terms are used but not defined herein, they have
the meanings set forth in the Proxy Statement.
SUPPLEMENTAL DISCLOSURES
The disclosure in Proposal 4: Approval of Certain Security Issuances for Purposes of Complying with the NYSE Rules beginning on page 23 is hereby amended and
supplemented as follows:
Background of the Transaction
On a regular basis, the Board, together with the Companys management team, reviews and assesses the Companys performance, future growth prospects,
business strategies, opportunities, competitive position and challenges as part of its evaluation of the Companys prospects and strategies for enhancing stockholder value. These discussions have included, among other things, evaluating
potential financing transactions.
The transaction and the terms of the Facility Agreement are the result of negotiations conducted among representatives
of the Company, Sylebra and their respective advisors. The following is a summary of the principal events, meetings, negotiations and actions among the parties leading to the execution and public announcement of the Facility Agreement. When
referenced in this section, the Board refers to all directors of the Board other than Chris Eberle. Mr. Eberle was excluded from any Board meeting discussions of the financing options described herein, including the financing transaction
between Sylebra and the Company, due to Mr. Eberles relationship with Sylebra.
In March 2023, the Companys management and Sylebra had
preliminary discussions regarding the fact that potential access to additional capital on an as-needed basis could help strengthen the Companys position toward winning new customers in automotive and industrial sectors. Sylebra indicated a
potential interest in making new investments into the Company to help support the Company and strengthen its position within the automotive and industrial markets.
Over subsequent weeks, in March and April 2023, the Companys management and representatives of Sylebra had preliminary and high-level discussions about
the Companys interest to obtain additional capital on an as-needed basis to help the Company strengthen its position with prospective customers, and Sylebras ability and interest to provide such
financing.