Aeva Technologies, Inc.

Previous wording

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.

Current wording

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 primarily 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.

Previous wording

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 our revenue targets and profitability in the time frame we anticipate. 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 or highly dilutive to our stockholders.

Current wording

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. Our 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. The protracted development cycle required for customers to reach the commercialization phase, as well as any delays of our current and future customers’ programs could result in us being unable to achieve our revenue targets and profitability in the time frame we anticipate. This 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 or highly dilutive to our stockholders.

Previous wording

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

Current wording

Other income and expense primarily consist of foreign currency transaction gains and losses, as well as realized gains and losses on marketable securities.

Previous wording

The following table sets forth Aeva’s results of operations data for the periods presented:

Current wording

The following table sets forth our results of operations data for the periods presented:

Previous wording

Revenue increased by $1.3 million or 60% during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Current wording

Revenue increased by $3.5 million, or 174% during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers.

Previous wording

Cost of revenue decreased by $0.4 million or 13%, during the three months ended March 31, 2025, from the three months ended March 31, 2024. The decrease was primarily due to a decrease in the production cost related to units sold during the current period as compared to the prior period.

Current wording

Cost of revenue increased by $5.4 million, or 188%, during the three months ended June 30, 2025, from the three months ended June 30, 2024. The increase was primarily due to a $3.8 million loss recognized on a joint development agreement and also due to an increase in the production cost related to units sold during the current period as compared to the prior period.

Previous wording

Research and development expenses decreased by $3.4 million, or 14%, to $21.6 million for the three months ended March 31, 2025, from $25.0 million for the three months ended March 31, 2024. Research and development expenses decreased primarily due to a $2.2 million decrease in payroll related expense, a $1.0 million decrease in stock based compensation expense, a $0.2 million decrease in research and development material expense, a $0.3 million decrease in consulting expense, and a $0.1 million decrease in travel expense, partially offset by a $0.4 million increase in software license expense.

Current wording

Research and development expenses decreased by $3.4 million, or 13%, to $22.8 million for the three months ended June 30, 2025, from $26.2 million for the three months ended June 30, 2024. The decrease was primarily due to a $2.4 million decrease in payroll related expense, a $1.4 million decrease in research and development material expense, a $0.8 million decrease in stock based compensation expense, a $0.3 million decrease in consulting expense, a $0.4 million decrease in software license expense and a $0.3 million decrease in facility expense, partially offset by a $2.2 million increase in research and development services.

Previous wording

General and administrative expenses decreased by $1.2 million, or 14%, to $7.2 million for the three months ended March 31, 2025, from $8.4 million for the three months ended March 31, 2024. General and administrative expenses decreased primarily due to a $0.5 million decrease in payroll related expense, a $0.6 million decrease in professional fee expense, a $0.2 million decrease in insurance expense, a $0.2 million decrease in other employee related expense and a $0.2 million decrease in legal fees, partially offset by a $0.5 million increase in stock based compensation expense.

Current wording

General and administrative expenses decreased by $0.7 million, or 8%, to $8.0 million for the three months ended June 30, 2025, from $8.7 million for the three months ended June 30, 2024. The decrease was primarily due to a $1.3 million decrease in legal fees, a $0.3 million decrease in payroll related expense, a $0.5 million decrease in professional fee expense, a $0.2 million decrease in other employee related expense and a $0.1 million decrease in travel expense, partially offset by a $1.4 million increase in stock based compensation expense, a $0.2 million increase in software license expense and a $0.1 increase in recruiting expense.

Previous wording

Interest income decreased by $1.5 million, or 59%, during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

Interest income decreased by $1.5 million, or 71%, during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.

Previous wording

Selling and marketing expenses decreased by $0.6 million, or 23%, to $1.9 million for the three months ended March 31, 2025, from $2.5 million for the three months ended March 31, 2024. The decrease was primarily due to a decrease in marketing expense by $0.4 million and payroll related expense by $0.2 million.

Current wording

Selling and marketing expenses decreased by $0.9 million, or 21%, to $3.3 million for the six months ended June 30, 2025, from $4.2 million for the six months ended June 30, 2024. The decrease was primarily due to a $0.4 million decrease in payroll related expense by and a $0.5 million decrease in marketing expense.

Previous wording

Aeva’s capital requirements will depend on many factors, including production capacity and sales volume, the timing and spending to support research and development efforts, investments in information technology, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features.

Current wording

Our capital requirements will depend on many factors, including production capacity and sales volume, the timing and spending to support research and development efforts, investments in information technology, the expansion of sales and marketing activities, and market adoption of new and enhanced products and features.

Previous wording

On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, and on December 6, 2024 entered into a formal settlement agreement, which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we have agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims related to the business combination and expect to recover $2.5 million from insurance carrier. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of December 31, 2024, we have accrued a contingent liability of $14.0 million connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery. See Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the Delaware Stockholder Litigation.

Current wording

On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, and on December 6, 2024 entered into a formal settlement agreement, which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we have agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of June 30, 2025, we have paid an amount of $2.8 million and accrued a contingent liability of $11.2 million in other current liabilities on the condensed consolidated balance sheets in connection with the settlement of the Delaware Stockholder Litigation. We have also recovered $2.5 million from an insurance carrier. See Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the Delaware Stockholder Litigation.

Previous wording

To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $646.7 million as of March 31, 2025. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of March 31, 2025, we had cash and cash equivalents and marketable securities totaling $81.0 million. We also have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of March 31, 2025, all conditions to draw under the Facility Agreement were met. We believe that our liquidity, including financing available to us through the Facility Agreement, will be sufficient to fund our operating and capital expenditure for at least 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $839.5 million as of June 30, 2025. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of June 30, 2025, we had cash and cash equivalents and marketable securities totaling $49.8 million. We also have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of June 30, 2025, all conditions to draw under the Facility Agreement were met. We believe that our liquidity, including financing available to us through the Facility Agreement will be sufficient to fund our operating and capital expenditure for at least 12 months from the date of issuance of the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

For the three months ended March 31, 2025, net cash used in operating activities was $30.8 million, attributable to a net loss of $34.9 million and a net change in net operating assets and liabilities of $7.7 million, partially offset by non-cash charges of $11.8 million. Non-cash charges primarily consisted of $4.6 million in stock-based compensation, $1.4 million in depreciation and amortization expense, $0.9 million in amortization of right of use assets and $5.4 million change in the fair value of warrant liability, partially offset by a $0.5 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $3.2 million decrease in other current liabilities, a $2.5 million decrease in accounts payable, a $1.6 million increase in inventories, a $1.1 million decrease in accrued employee costs, a $1.0 million decrease in lease liability, a $0.4 million decrease in accrued liabilities, and $0.2 million increase in other non-current assets, partially offset by a $1.6 million decrease in other current assets and a $0.4 million decrease in accounts receivable.

Current wording

For the six months ended June 30, 2025, net cash used in operating activities was $60.6 million, attributable to a net loss of $227.6 million and a net change in net operating assets and liabilities of $15.1 million, partially offset by non-cash charges of $182.1 million. Non-cash charges primarily consisted of $93.9 million change in the fair value of warrant liability, $70.0 million change in the fair value loss on share subscription liability, $10.6 million in stock-based compensation, $3.8 million of loss on joint development agreement, $2.7 million in depreciation and amortization expense, and $1.8 million in amortization of right of use assets, partially offset by a $0.8 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $5.8 million decrease in other current liabilities, a $1.8 million decrease in accounts payable, a $1.4 million increase in inventories, a $3.3 million decrease in accrued employee costs, a $1.9 million decrease in lease liability, a $2.9 million decrease in accrued liabilities, and $2.7 million increase in accounts receivable, partially offset by a $2.8 million decrease in other current assets, a $1.5 million increase in other noncurrent liabilities and a $0.5 million decrease in other non-current assets.

Previous wording

For the three months ended March 31, 2025, net cash provided by investing activities was $23.3 million, attributable to maturity of available-for-sale investments of $40.0 million, partially offset by purchase of investments of $16.0 million and purchase of property, plant and equipment of $0.5 million.

Current wording

For the six months ended June 30, 2025, net cash provided by investing activities was $54.0 million, attributable to proceeds from maturities of available-for-sale investments of $79.1 million, partially offset by purchase of investments of $23.4 million and purchase of property, plant and equipment of $1.8 million.

Previous wording

For the three months ended March 31, 2025, net cash used in financing activities wasattributable to payment of taxes withheld on net settled vesting of restricted stock units.

Current wording

For the six months ended June 30, 2025, net cash used in financing activities wasattributable to payment of taxes withheld on net settlement of restricted stock units, partially offset by proceeds from option exercises.

Previous wording

As of March 31, 2025, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Current wording

As of June 30, 2025, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Previous wording

For the three months ended March 31, 2025 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 2024 Form 10-K and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

For the six months ended June 30, 2025 there were no significant changes to our critical accounting estimates except for as described below. For a more detailed discussion of our critical accounting policies and estimates, please refer to our 2024 Form 10-K and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.