1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF
2、1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39204 AEVA TECHNOLOGIES,INC.(Exact name of Registrant as specified in its Charter)Delaware84-3080757(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)555 Ellis StreetMountain View,CA94043(A
3、ddress of principal executive offices)(Zip Code)Registrants telephone number,including area code:(650)481-7070 Securities registered pursuant to Section 12(b)of the Act:Title of each class TradingSymbol(s)Name of each exchange on which registeredCommon stock,$0.0001 par value per share AEVA The Nasd
4、aq Stock Market LLCWarrants to purchase common stock AEVAW The Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YES NO Indicate by check mark if t
5、he Registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.YES NO Indicate by check mark whether the Registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter p
6、eriod that the Registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.YES NO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulati
7、on S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submit such files).YES NO Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller reporting company,or
8、an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company I
9、f an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has fil
10、ed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registe
11、red pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12
12、b-2 of the Exchange Act).YES NO The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant,based on the closing price of the shares of common stock on The New York Exchange Stock Market on June 30,2024 was$63.2 million.The number of shares of Regis
13、trants common stock outstanding as of March 1,2025,was 54,713,688.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm1/117 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm2/117 iTable of Contents
14、 PagePART I Item 1.Business3Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments43Item 1C.Cybersecurity43Item 2.Properties44Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures44 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Sec
15、urities45Item 6.Reserved45Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk54Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements with Accountants on Accou
16、nting and Financial Disclosure86Item 9A.Controls and Procedures86Item 9B.Other Information87Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections87 PART III Item 10.Directors,Executive Officers and Corporate Governance88Item 11.Executive Compensation88Item 12.Security Ownership
17、 of Certain Beneficial Owners and Management and Related Stockholder Matters88Item 13.Certain Relationships and Related Transactions,and Director Independence88Item 14.Principal Accounting Fees and Services88 PART IV Item 15.Exhibits,Financial Statement Schedules89Item 16.Form 10-K Summary89 2025/5/
18、19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm3/117 2PART ISPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended(the“Securities Act”)
19、,and Section 21E of the Securities Exchange Act of 1934,as amended(the“Exchange Act”)regarding future events and our future results that are subject to the safe harbors created under the Securities Act and the Exchange Act.All statements contained in this report other than statements of historical f
20、act,including statements regarding our future results of operations and financial position,our business strategy and plans,and our objectives for future operations,are forward-looking statements.The words“believe,”“may,”“will,”“estimate,”“continue,”“anticipate,”“goal,”“plan,”“intend,”“expect,”“seek”
21、,and similar expressions are intended to identify forward-looking statements.We have based these forward-looking statements largely on our current expectations and projections about future events and trends.These forward-looking statements are subject to a number of risks,uncertainties and assumptio
22、ns,including our a history of losses,and limited sales;risk our programs are not fully developed and commercialized,or if such programs experience significant delays;our limited operating history;our strategic initiatives designed to grow our business may not be successful or may prove more costly t
23、han we currently anticipate;if our products are not selected for inclusion in development programs for assisted driving systems(“ADAS”)or autonomous driving systems(“AD”),industrial automation,consumer device and security applications,or are not adopted by customers;the lengthy period of time from a
24、 design win to implementation,and the risks of cancellation or postponement of the contract or unsuccessful implementation;our forward looking estimates of certain financial metrics,including but not limited to Order Book may prove inaccurate;is the risk that we may be unable to effectively manage o
25、ur supply chain;the complexity of Aevas products could result in unforeseen delays or expenses from undetected defects,errors or reliability issues in hardware or software which could reduce the market adoption of new products,damage our reputation with current or prospective customers,expose Aeva t
26、o product liability and other claims and adversely affect our operating costs;continued pricing pressures,automotive original equipment manufacturer(“OEM”)cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs;Aeva expects to incur substan
27、tial R&D costs and devote significant resources to identifying and commercializing new products;market adoption of LiDAR,including Aevas 4D LiDAR technology,is uncertain;Aevas transition to an outsourced manufacturing business model may not be successful;Aeva may be subject to product liability or w
28、arranty claims that could result in significant direct or indirect costs;Aeva is highly dependent on the services of Soroush Salehian Dardashti and Mina Rezk,its two founders;Aeva may be affected by the interruption or failure of our information technology and communication systems and cybersecurity
29、 risks to our operational systems,security systems,infrastructure,integrated software in our LiDAR solutions and those risks described under“Part I,Item 1A.Risk Factors,”and elsewhere in this report.Moreover,we operate in a very competitive and rapidly changing environment.New risks emerge from time
30、 to time.It is not possible for our management to predict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements we may make
31、.In light of these risks,uncertainties and assumptions,the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.You should not rely upon forward-looking statements
32、as predictions of future events.The events and circumstances reflected in the forward-looking statements may not be achieved or occur.Although we believe that the expectations reflected in the forward-looking statements are reasonable,we cannot guarantee future results,levels of activity,performance
33、,or achievements.We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.As used in this report,the terms“Aeva,”“we,”“us,”“our,”and“the Company”mean Aeva Technologies,Inc.and its sub
34、sidiaries unless the context indicates otherwise.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm4/117 3Item 1.Business.Overview Our vision is to bring perception to broad applications.Through our Frequency Modulated Continuous Wave(“FMCW”)sensin
35、g technology,we believe we are introducing the worlds first 4D LiDAR-on-chip that,along with our proprietary software applications,have the potential to enable the adoption of LiDAR across broad applications.Founded in 2017 by former Apple engineers Soroush Salehian and Mina Rezk and led by a multid
36、isciplinary team of engineers and operators experienced in the field of sensing and perception,Aevas mission is to bring the next wave of perception technology to broad applications from automated driving to industrial automation,consumer device applications,and security.Our 4D LiDAR-on-chip combine
37、s silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.Unlike legacy 3D LiDAR,which relies on Time-of-Flight(“ToF”)technology and measures only depth and reflectivity,Aevas solution leverages a
38、 proprietary FMCW technology to measure velocity in addition to depth,reflectivity and inertial motion.We believe the ability of Aevas solution to measure instant velocity for every pixel is a major advantage over ToF-based sensing solutions.Furthermore,Aevas technology is free from interference fro
39、m other LiDAR or,the beams and sunlight,and our core innovations within FMCW are intended to enable vehicles to see at significantly higher distances of up to 500 meters.We believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chi
40、p with superior performance at scale,with the potential to enable higher level of automation for vehicles and the potential to drive new categories of perception across industrial automation,consumer device applications,and security markets.Technology Overview With the worlds first LiDAR that is int
41、egrated onto a silicon photonics chip module,Aevas proprietary FMCW technology combines instant velocity measurement for each pixel,superior long-range performance,immunity from any LiDAR or sunlight interference,at low optical power.Aevas 4D LiDAR Technology Our 4D LiDAR technology is based on an a
42、pproach that is fundamentally different from 3D ToF technology and traditional FMCW LiDAR technologies.Our technology differentiation is rooted in Aevas:proprietary FMCW design;integrated silicon photonics technology;custom digital processing application-specific integrated circuit(“ASIC”);and 4D Pe
43、rception software.Aevas Proprietary FMCW Design Unlike legacy 3D LiDAR,which relies on ToF technology to transmit high power pulses of light to measure an objects range,Aevas 4D LiDAR uses a continuous,low power laser beam to measure the change in frequency of the waveform as it reflects off an obje
44、ct.This allows our 4D LiDAR to detect the instant velocity of every point with centimeters per second precision and measure range at distances up to 500 meters.Aevas 4D LiDAR is also free of interference from other LiDAR or sunlight and operates at fractions of the optical power that is typically re
45、quired to achieve long range performance in 3D ToF systems.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm5/117 4We believe that Aevas proprietary 4D LiDAR technology approach addresses some of the critical hurdles that have previously slowed th
46、e broad adoption of automotive LiDAR that is based on legacy 3D ToF technology:Integration on silicon photonics enables compact form factorIntegrating the key optical components of a LiDAR onto one small silicon photonics module allows for a compact form factor for volume scale.Free of interferenceB
47、y carrying a unique signature for each beam,our 4D LiDAR can block any source of power that does not carry the unique signature,rendering it free of interference from other LiDAR or sunlight.High sensitivityAevas 4D LiDAR is highly sensitive,which allows for long range performance up to 500 meters.H
48、igh dynamic rangeAevas 4D LiDAR is not prone to noise effects observed in ToF technologies when measuring highly reflective objects such as traffic signs on the road.Higher sensitivity in inclement weatherAevas 4D LiDAR has the potential to perform better in inclement weather by taking advantage of
49、the continuous transmission of laser beams as opposed to short pulses in ToF LiDARs.Instantaneous measurement of velocityAevas 4D LiDAR can directly measure the instantaneous velocity of every pixel by measuring the Doppler effects caused by the dynamic motion of objects.Laser SafetyDue to a low pow
50、er continuous beam,Aevas 4D LiDAR has better laser safety margins by design compared to ToF LiDAR approaches that require high power laser pulses.Aevas technology also differs from other FMCW LiDAR technologies across multiple areas:Point density and maximum range:Aevas implementation of an innovati
51、ve FMCW technology approach breaks the dependency between maximum range and point density,enabling long range capability at high resolutions simultaneously,which has been a critical limitation of other FMCW LiDAR technologies.Highly scalable laser solution:Aevas customized laser solution is fiber-le
52、ss and based on scalable semiconductor manufacturing processes.Long range performance:By leveraging our proprietary digital signal processing and our custom integrated photonics technology,Aevas technology is designed to achieve superior range performance up to 500 meters.Low transceiver count:Aevas
53、 innovative FMCW technology approach allows for a low number of transceivers required to provide high resolution performance across the entire Field of View(“FOV”).Integrated photonics built on proven processes:Aevas 4D LiDAR leverages proven semiconductor components integrated on scalable Complemen
54、tary Metal Oxide Semiconductor(“CMOS”)based silicon photonics processes and does not rely on any exotic materials that are typically challenging to produce in volume.Integrated Silicon Photonics Technology Built on existing silicon CMOS and III-V technologies and semiconductor manufacturing processe
55、s,our solution measures depth,reflectivity and velocity for every pixel.We believe that our technologies in the field of integrated photonics have the potential to enable 4D LiDAR-on-chip for broad applications:Transmitter:Aeva uses its own proprietary semiconductor laser based on an existing low-co
56、st III-V process already in production for telecom applications.Our fiber-less laser solution is power efficient and designed for Aevas proprietary signal processing to provide long range performance.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.h
57、tm6/117 5Detector:Aevas custom detector solution is based on existing and scalable semiconductor processes.Low cost photodetectors are integrated on a silicon photonics platform without the use of any exotic materials that are not producible in volume or higher cost detectors used in other LiDARs su
58、ch as single-photon avalanche diode(“SPAD”)and avalanche photodetectors.Silicon photonics platform:The core optics of Aevas 4D LiDAR is made of silicon photonics technology that brings together an integrated and mass-manufacturable optical sensing module in a compact form factor.Custom Digital Signa
59、l Processing ASIC Aevas complex digital signal processing(“DSP”)algorithms have been designed and developed to process the returned optical signal to enable our 4D LiDAR to achieve superior performance across all detectable targets.The result of these DSP algorithms is a high fidelity point cloud of
60、 4D data(3D position as x,y,z plus instantaneous velocity)for every pixel.The custom design of DSP algorithms for Aevas ASIC is the result of extensive development and validation of real-world road data,spanning a variety of road types,geographic and environmental conditions over multiple years.Aeva
61、s proprietary DSP algorithms have been designed to provide the following benefits:Optimized detection algorithms custom developed for Aevas photonics solution enabling long range performance up to 500 meters;High point density at low processing power enabled by proprietary detection algorithms that
62、accelerate computationally intensive processing;Accurate range and velocity measurements for targets across the entire field of view;Low false alarm rates enables high confidence detections and reliable point cloud data;and Real-time perception software utilizing 4D point cloud data.We believe our c
63、ustom digital signal processing has the potential to enable a high-performance,low-power ASIC solution that can operate across a variety of environmental conditions while meeting the stringent automotive grade safety and security requirements for production.4D Perception Software When combined with
64、Aevas powerful perception software,our product allows for fast object detection and classification as well as precision tracking that is essential for a highly automated driving system.In addition,our vehicle state estimation software produces high quality vehicle dynamics and positioning informatio
65、n without the added inertial motion sensing hardware and software typically used in todays vehicles.Object Detection With Aevas instantaneous velocity measurement per pixel,the complex task of finding moving objects,such as vehicles,pedestrians,and bicycles is not only made simple and precise but al
66、so fast.Whereas legacy 3D LiDAR systems require accumulating measurements over several samples to determine if an object is moving,Aevas instantaneous velocity measurement per pixel allows the task of detecting moving objects to be executed on a single sample,reducing the reaction time and improving
67、 the overall safety of the system.Object Classification and Tracking We believe our products can enhance our detection capabilities to track and classify dynamic detected objects using 4D LiDARs instant velocity data.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/00009501702504284
68、9/aeva-20241231.htm7/117 Vehicle State Estimation Through the instantaneous measurement of velocity,Aevas 4D LiDAR can produce high quality estimates of vehicle positioning and dynamic properties,such as velocity,acceleration,and rate of turn.Whereas high quality vehicle state estimation can be obta
69、ined today with expensive hardware solutions,such as fiber optic based gyroscopes and high precision inertial motion sensors,Aevas 4D LiDAR as an edge device can provide high quality and precise estimates without the use of any additional hardware,thereby further reducing the requirements and costs
70、of such additional hardware.These high quality estimates can be used to produce high fidelity 3D maps of the environment and inform the vehicle computer about the current dynamics state of the vehicle.Ground Segmentation and Lane Detection With Aevas precise static pixel measurement,the task of esti
71、mating where the ground lies in front of the vehicle to determine drivable regions is straightforward.This information can be used by the vehicle to determine drivable regions and lane markings on the road.Our solutions and products We provide perception solutions that enable our customers to see th
72、e world around them more clearly and in new ways.We believe that our products,based on Aevas proprietary 4D LiDAR technology have the potential to enable a diverse set of perception applications.We have the following product offerings for different market applications:Aeries II:a 4D LiDAR solution,c
73、onsisting of our 4D LiDAR sensing system with embedded software designed for automotive grade production across passenger car,trucking and mobility applications.We believe that our Aeries II product meets the stringent long range performance and velocity sensing needs of our automotive customers for
74、 their autonomous vehicle development programs.Aeries II provides over 120 field of view for distances up to 500 meters and can measure the instant velocity of every pixel with centimeter per second precision.Aeries II is also free from any LiDAR or sunlight-based interference.Atlas:In January 2024,
75、we announced a new high-performance FMCW 4D LiDAR with simultaneous velocity and range detection designed for mass production and built to meet automotive-grade requirements.Atlas is powered by Aevas custom silicon technology including our CoreVisionTM LiDAR-on-chip module and the Aeva X1TM system-o
76、n-chip(SoC)LiDAR processor.Atlas Ultra:In January 2025,we announced Aeva Atlas Ultra,our newest 4D LiDAR sensor built to meet the performance demands of SAE Level 3 and 4 automated driving systems in passenger and commercial vehicles.Designed to enable safe travel at highway speeds,Atlas Ultra provi
77、des up to three times the resolution of the standard Atlas,and configurable field of views with up to 150 degrees of vision across the horizon.On-sensor perception software enables unique detection capabilities at a maximum detection range of up to 500 meters.A 35%slimmer design than the standard At
78、las is designed to make Atlas Ultra ideal for passenger cars in roofline and behind windshield integrations with minimal impact to vehicle styling and aerodynamics.Our solutions are generally expected to be incorporated into final products,such as automobiles,industrial equipment and consumer device
79、s.We expect that,after a rigorous,multi-year product design and engineering validation process,customers would select our solutions to be designed into specific final product models,and our solutions would be sold at agreed rates per unit for the lifetime of the customers product programs.Within the
80、 automotive sector,we expect our 4D LiDAR solution to be integrated into the vehicle as part of the vehicle integration and production processes to provide perception sensing capability as part of the vehicles overall autonomous driving stack.We expect our 4D LiDAR solutions to be compatible for int
81、egration into passenger vehicles,trucks and new mobility vehicle platforms,and we are engaged with customers in each of these categories for the potential integration of our solutions into such vehicle platforms.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aev
82、a-20241231.htm8/11762025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm9/117 Within industrial applications,we expect our 4D LiDAR solution would be incorporated as part of an industrial automation platform solution(such as industrial metrology prod
83、ucts or cargo moving robots used for factory automation).Within security applications,we expect our 4D LiDAR solution would be incorporated as part of security monitoring systems that may use other sensing and computer electronics systems.We expect to leverage the synergies of our supply chain and m
84、anufacturing counterparties within automotive applications to sell our solutions directly to industrial automation companies that develop manufacturing automation solutions for other industrial companies and to manufacture and distribute our products using our existing manufacturing counterparties.M
85、arket We believe that our innovative products can improve safety,reduce development effort of perception software and reduce costs of automated driving systems.In addition,we believe that our solutions have the potential to address perception problems across a broad set of market applications,includ
86、ing the automotive,consumer devices,industrial automation,and security markets.Automotive The automotive industry is undergoing a transformative change towards advanced levels of automation in driver assistance systems and autonomy that is driven by fundamental shifts in consumer behavior as well as
87、 an industry response to environmental,social and governance(“ESG”)initiatives.Rising safety and security concerns,increasing demand for a more reliable transportation system,and transition from car ownership to“Mobility as a Service”,are expected to also increase the demand for advanced driver assi
88、stance systems and autonomous vehicles.Advanced driver-assistance systems Level 1 and Level 2 Passenger cars.Growth in population,urbanization,and rising disposable income have driven higher demand for passenger cars.The autonomous passenger car industry is expected to see steady growth as consumer
89、behavior continues to evolve.Currently,Level 1 passenger vehicles still account for a majority of the global autonomous passenger vehicles market,but automotive OEMs are collaborating with technology providers to provide Level 2 ADAS systems for passenger cars.Autonomous driving Level 3,Level 4 and
90、Level 5 Autonomous trucking.The autonomous trucking industry is expected to grow,with North America currently the largest market,and other geographies such as Europe and Asia still in the early stages of adoption.Growing demand from the logistics and construction sectors and growth from other indust
91、rial sectors have contributed to the expansion of the autonomous trucking industry.Additionally,more stringent government rules and safety considerations have also generated demand for automated driving technology in this sector.Many truck OEMs are partnering with AD technology manufacturing compani
92、es to produce autonomous truck systems.Suppliers of top truck OEMs have also collaborated with several technology companies to develop autonomous systems.We believe the autonomous trucking industry has the potential to rely heavily on high performance long range LiDAR sensing solutions for the detec
93、tion of objects at long distance in order to provide safe braking distance and otherwise achieve safe automated driving functionality on the highway.We believe Aeva 4D LiDARs long range and fast detection capability can position us to provide attractive solutions for this market.Passenger cars.We ex
94、pect the transition to Level 3,Level 4 and eventually Level 5 vehicles to be a significant factor for the growth of LiDAR technology and our solutions.Autonomous passenger cars depend on several types of automotive sensors such as camera,radar,and LiDARs,along with comprehensive software technology
95、solutions to provide automated driving function such as highway automation and urban self-driving functionality.We believe automotive OEMs and Tier 1s will continue to partner with the most advanced technology companies to implement the best sensing perception systems that enable safe automated driv
96、ing function at production scale.New mobility.Over the past several years,a number of emerging mobility and technology players have entered into the autonomous driving market with a vision to develop fully autonomous vehicles.This segment has 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data
97、/1789029/000095017025042849/aeva-20241231.htm10/11772025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm11/117 8experienced substantial investments in research and development in anticipation of the roll-out of driverless mobility services to consume
98、rs.Some players have focused their research and development efforts on developing Level 4 and Level 5 robo-taxis for the delivery of people and goods.Additionally,autonomous technology providers collaborate with automotive OEMs and Tier 1 component providers to develop autonomous vehicles.Industrial
99、 automation As manually intensive tasks become more automated,we believe the opportunity for our sensing solutions in industrial workplaces has the potential to expand.Aevas 4D LiDAR technology has the potential to offer robots,industrial metrology machines and other automation equipment a way to pe
100、rceive their surroundings in a more clear,accurate and cost-effective manner.The growth of automation poses numerous benefits for industrial applications,including increased efficiency,lower labor costs,and enabling workers to allocate their time to more productive tasks.We believe that some of the
101、same benefits that our 4D LiDAR technology provides for automotive safety applications are beneficial for increasing safety and improving production efficiencies in industrial manufacturing and factory automation environments.Competition Given the emerging nature of the automated driving industry an
102、d other industries where LiDAR solutions are applicable,there are a number of companies developing LiDAR technologies for automotive,industrial and other applications,including companies developing ToF LiDAR solutions and other FMCW LiDAR solutions that may be similar to ours.In addition,certain aut
103、omotive players may have their own internal LiDAR development programs.We believe a significant portion of these other companies are developing legacy 3D LiDAR systems,all of which utilize some variant of ToF technology architectures which we believe have certain limitations in performance,or requir
104、e high power or are high cost.There may be new companies that are independently developing FMCW LiDAR solutions that may be similar to ours.However,we believe that our innovative product design,substantial real world collected road data,intellectual property portfolio together with a strong engineer
105、ing and operations team provide us with certain advantages.Contracts and Customers Thus far,we have generally entered into strategic partnership agreements,development agreements and similar agreements with customers in automotive and industrial markets.Pursuant to these agreements,we have sold or o
106、therwise provided product prototypes and non-recurring engineering services for the purpose of research and development and testing of our customers development programs.Since our inception,these types of arrangements have accounted for nearly all of our revenues.However,there can be no assurance th
107、at any of our customers development programs will ever be developed and commercialized,and even if they are,there can be no assurance that we will receive production purchase orders from our customers.Intellectual Property Our success and competitive advantage depends in part upon our ability to dev
108、elop and protect our core technology and intellectual property.We own a growing portfolio of intellectual property,confidential technical information,and expertise in the development of LiDAR technology,coherent sensing,integrated silicon photonics,algorithms and software.We have filed patent and tr
109、ademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights.The applications cover a broad range of system level and component level aspects of LiDAR technology.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/e
110、dgar/data/1789029/000095017025042849/aeva-20241231.htm12/117 9As of December 31,2024,we had approximately 245 issued patents and 155 pending patent applications worldwide.In addition,we have a number of issued and pending trademarks applications.Our patent applications cover a broad range of system
111、level hardware and component level aspects of our key technologies including,among other things,FMCW LiDAR system,integrated photonics,laser solutions and perception software technology.We also rely on trade secrets,experiences,design and manufacturing know-how,continuing technological innovations,a
112、nd licensing and exclusivity opportunities to maintain and improve our competitive position.Additionally,we protect our proprietary rights through agreements with our commercial partners,supply-chain vendors,employees and consultants,as well as close monitoring of the developments and products in th
113、e industry.Manufacturing Process Since inception,we have entered into arrangements with third-party manufacturers to develop and manufacture our products for our customers development programs.We intend to continue to rely on third-party manufacturers,to commercialize our products for automotive gra
114、de production.We have entered into development agreements,memorandums of understanding and similar agreements with third-party manufacturers that typically include collaborations to develop,assemble,test and distribute our automotive grade 4D LiDAR system to OEMs and automotive customers for their v
115、ehicle programs.We intend to utilize our production counterparties capabilities for the final assembly and test of our products and to produce our products at global manufacturing plants to provide our 4D LiDAR system,including our 4D LiDAR-on-chip,to our customers.Research and Development The marke
116、ts in which Aeva competes are new and rapidly evolving across hardware and software applications.We invest significant resources into ongoing research and development programs because we believe our ability to grow our market position depends,in part,on innovative technologies that offer a unique va
117、lue proposition for our customers and differentiation from our competitors.Our research and development activities occur primarily in the United States and India.Our research and development team is responsible for developing our 4D LiDAR technology,creating new technologies and expanding our LiDAR
118、and perception software solutions functionality.The team also designs our 4D LiDAR products,ensures these products are designed for manufacturability and conducts required validation and verification activities.The research and development team also partners with our operations and supply chain team
119、s with the goal of developing scalable commercial and reliable manufacturing processes and direct production material procurement and distribution.Our team consists of engineers,technicians,scientists,operators and professionals with experience from a wide variety of the worlds leading sensing,engin
120、eering,consumer electronics and automotive organizations.Sales and Marketing We take an insight-driven,account-based marketing approach to build and expand our relationships with customers and commercial counterparties.We collect feedback directly from our commercial counterparties to garner insight
121、s that help drive our business and products forward.Government Regulation As the cars that carry our sensors go into production,we will be subject to existing stringent requirements under the National Traffic and Motor Vehicle Safety Act of 1966,or the Vehicle Safety Act,including a duty to report,s
122、ubject to strict timing requirements,safety defects with our products.The Vehicle Safety Act imposes potentially significant civil penalties for violations including the failure to comply with such reporting requirements.We are also subject to the existing U.S.Transportation Recall Enhancement,Accou
123、ntability and Documentation Act,or TREAD,which requires equipment manufacturers,such as us,to comply with“Early Warning”2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm13/1172025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095
124、017025042849/aeva-20241231.htm14/117 10requirements by reporting certain information to the NHTSA,such as information related to defects or reports of injury related to our products.TREAD imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injur
125、y.In addition,the National Traffic and Motor Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S.federal motor vehicle safety standards.Sales into foreign countries may be subject to similar regulations.As
126、 the development of federal and state regulation of autonomous machines and vehicles continues to evolve,we may be subject to additional regulatory schemes.As a LiDAR technology company,we are subject to the Electronic Product Radiation Control Provisions of the Federal Food,Drug,and Cosmetic Act an
127、d related FDA regulations.These requirements are enforced by the FDA.Electronic product radiation includes laser technology.Regulations governing these products are intended to protect individuals from hazardous or unnecessary exposure.Manufacturers are required to certify in product labeling and re
128、ports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing,testing,and distribution records for their products.Like all companies operating in similar industries,we are subject to environmental regulation,including water use;air emissions;use
129、of recycled materials;energy sources;the storage,handling,treatment,transportation and disposal of hazardous materials;and the remediation of environmental contamination.Compliance with these rules may include permits,licenses and inspections of our facilities and products.Facilities Our corporate h
130、eadquarters is located in Mountain View,California,where we lease two buildings with approximately 28,000 and 30,000 of square feet,respectively,pursuant to lease that expires in June 2026 and July 2025,respectively.Our headquarters contains engineering,research and development,assembly and administ
131、rative functions.Additionally,we lease approximately 96,000 square feet located in Milpitas,California for our testing facility.This lease expires in April 2026.We believe that our facilities are adequate for our current needs and,should we need additional space,we believe we will be able to obtain
132、additional space on commercially reasonable terms.Legal ProceedingsFrom time to time,Aeva may be involved in actions,claims,suits and other proceedings in the ordinary course of business,including assertions by third parties relating to intellectual property infringement,breaches of contract or warr
133、anties or employment-related matters.When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated,we record a liability for such loss contingencies.Our estimates regarding potential losses and materiality are based on our judgment and assessment
134、of the claims utilizing currently available information.Although we will continue to reassess our reserves and estimates based on future developments,our objective assessment of the legal merits of any such claims may not always be predictive of the outcome and actual results may vary from our curre
135、nt estimates.On March 7,2024,a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against InterPrivate Acquisition Management LLC,InterPrivate LLC,and former directors and officers of IPV.The lawsuit was captioned Louis Smith v.Ahmed M.Fattouh,et al.,No.2024-02
136、21(Del.Ch.),and later as No.1:24-cv-00484(D.Del.)following its removal to federal court.On June 3,2024,a second putative class action lawsuit was filed in the Court of Chancery of the State of Delaware against IPV and Soroush Salehian and Mina Rezk(collectively,the“Delaware Stockholder Litigation”).
137、The lawsuit is captioned Todd Katz v.Ahmed M.Fattouh et al.,No.2024-0598(Del.Ch.).Among other remedies,the complaints seek damages and attorneys fees and costs.In connection with the Business Combination(as defined in Note 1 to our consolidated financial statements included elsewhere in this report)
138、,we agreed to assume certain indemnification obligations to IPVs former directors and officers.On July 2,2024,the Company 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 is subject to court appro
139、val,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 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/00009
140、5017025042849/aeva-20241231.htm15/117 11Combination and expect to recover$2.5 million from an 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 liab
141、ility of$14.0 million in other current liabilities on the accompanying balance sheets included in our consolidated financial statements elsewhere in this report in connection with the settlement of the Delaware Stockholder Litigation,and a$2.5 million insurance recovery in other current assets on th
142、e accompanying consolidated balance sheets.We have also incurred legal expenses in connection with the Delaware Stockholder Litigation,which have been expensed as incurred and are included in general and administrative expenses in the statements of operations and comprehensive loss included in our c
143、onsolidated financial statements elsewhere in this report.Human Capital Our employees are critical to our success.As of December 31,2024,we had 276 full-time employees based primarily in Mountain View,California.We also engage numerous consultants and contractors to supplement our permanent workforc
144、e.A majority of our employees are engaged in research and development and related functions.To date,we have not experienced any work stoppages and consider our relationship with our employees to be in good standing.None of our employees are subject to a collective bargaining agreement or represented
145、 by a labor union.We recognize that attracting,hiring,motivating,and retaining diverse talent at all levels is vital to continuing our success.The principal purposes of our equity and cash incentive plans are to attract,retain and reward personnel through the granting of stock-based and cash-based c
146、ompensation awards in order to increase stockholder value and the success of our Company by motivating such individuals to perform the best of their abilities and achieve our objectives.We believe that compensation should not only be competitive,it should be equitable and should enable employees to
147、share in the Companys success as stockholders of the Company.By continuing to foster an engaging work environment and focus on continued improvements to employee retention,we improve our ability to support and protect Aevas long-term interests.The Company recognizes our people are most likely to thr
148、ive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives.Corporate Information Our principal offices are located at 555 Ellis Street,Mountain View,CA 94043,and our telephone number is(650)481-7070.Aeva is our registered tradema
149、rk in the United States and in various international jurisdictions.Aeva,the Aeva logo and all of our product names appearing in this report are our trademarks.Other trademarks appearing in this report are the property of their respective holders.Available Information We make our Annual Reports on Fo
150、rm 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and amendments to those reports,available free of charge at our website as soon as reasonably practicable after they have been filed with the SEC.Our website address is https:/.The information contained on,or that can be accessed thr
151、ough,our website is not part of this report.The SEC maintains a website that contains the materials we file with the SEC at www.sec.gov.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm16/117 12Item 1A.Risk Factors.Our operating and financial resu
152、lts are subject to various risks and uncertainties.You should carefully consider the following risk factors,which could materially affect our business,financial condition or results of operations in future periods.These risks are not the only risks we face.Additional risks and uncertainties not curr
153、ently known to us or that we currently deem to be immaterial also may materially adversely affect our business,financial condition or results of operations in future periods.Summary of Principal Risk FactorsOur business is subject to numerous material and other risks that you should be aware of befo
154、re making an investment decision.These risks include,among others:We are an early stage company,with a history of losses,and have primarily sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such customers development progr
155、ams.If such programs are not fully developed and commercialized,or if such programs experience significant delays,Aevas business,financial condition and results of operations will be materially adversely affected and we may never achieve or sustain profitability.Aevas limited operating history makes
156、 it difficult to evaluate our future prospects and the risks and challenges we may encounter.Aevas strategic initiatives designed to grow the business may not be successful or may prove more costly than we currently anticipate.If Aevas products are not selected for inclusion in development programs
157、for ADAS or AD,or are not adopted by customers,Aevas business will be materially and adversely affected.The period of time from a design win to implementation is long,potentially spanning several years,and we are subject to the risks of cancellation or postponement of the contract or unsuccessful im
158、plementation.Our forward looking estimates of certain financial metrics may prove inaccurate.If we are unable to effectively manage our supply chain,our business may be materially and adversely impacted.The complexity of Aevas products could result in unforeseen delays or expenses from undetected de
159、fects,errors or reliability issues in hardware or software which could reduce the market adoption of new products,damage our reputation with current or prospective customers,expose Aeva to product liability and other claims and adversely affect our operating costs.Continued pricing pressures,automot
160、ive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in lower than anticipated margins,or losses,which may adversely affect Aevas business.Aeva expects to incur substantial R&D costs and devote significant resources to
161、 identifying and commercializing new products,which could significantly reduce our profitability or increase our losses and may never result in revenue to Aeva.Market adoption of LiDAR,including Aevas 4D LiDAR technology,is uncertain.We may not have sufficient resources to fund our operating costs o
162、r all of our future research and development and capital expenditures or possible acquisitions or joint ventures.Aevas transition to an outsourced manufacturing business model may not be successful,which could harm our ability to deliver products and recognize revenue.Aeva may be subject to product
163、liability or warranty claims that could result in significant direct or indirect costs,which could adversely affect our business and operating results.We are highly dependent on the services of Soroush Salehian Dardashti and Mina Rezk,our two founders.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/e
164、dgar/data/1789029/000095017025042849/aeva-20241231.htm17/117 We may be affected by the interruption or failure of our information technology and communication systems and cybersecurity risks to our operational systems,security systems,infrastructure,and integrated software in our LiDAR solutions.Ris
165、ks Related to Aevas Business and IndustryWe are an early stage company,with a history of losses,and have primarily sold or otherwise provided prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such customers development programs.If such programs are
166、not fully developed and commercialized,or if such programs experience significant delays,Aevas business,financial condition and results of operations will be materially adversely affected and Aeva may never achieve or sustain profitability.We have incurred net losses on an annual basis since incepti
167、on.Aeva incurred a net loss of$152.3 million,$149.3 million,and$147.3 million for the years ended December 31,2024,2023 and 2022,respectively.To date,Aeva has primarily sold or otherwise provided prototypes and non-recurring engineering services and has made immaterial commercial deliveries.We belie
168、ve that we will continue to incur operating and net losses each quarter until at least the time we begin broad-based commercial deliveries of our products,which are not expected to occur in 2025 and may not occur at all.Even if we are able to successfully develop and sell our products,there can be n
169、o assurance that they will be commercially successful.Aevas potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of our products,which may not occur.Because Aeva will incur the costs and expenses of developing and commercializing
170、our products before we receive any significant revenues with respect thereto,Aevas losses in future periods may be significant.Aeva may never achieve or sustain profitability.We expect the rate at which we will incur losses to fluctuate significantly in future periods as we:utilize third-party partn
171、ers for design,testing and commercialization;expand our design,development and servicing capabilities;incur expenses related to maintaining increasing levels of inventory;andincrease our sales and marketing activities and develop our distribution infrastructures.Aevas success in developing and comme
172、rcializing our products depends in large part on our customers success in developing and commercializing their own products that utilize Aevas products and services.There can be no guarantee that Aevas customers will be able to fully develop and commercialize products that utilize Aevas products or
173、that such customers will continue to utilize Aevas products.Such customers development programs may not ever be developed and commercialized or such programs may be delayed.If such customers development programs are not fully developed and commercialized,experience delays or otherwise do not incorpo
174、rate Aevas products,Aevas business,financial condition and results of operations will be materially adversely affected.Aevas limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.We began operations in 2017 and have not yet fully
175、developed and commercialized any of our products.This relatively limited operating history makes it difficult to evaluate Aevas future prospects and the risks and challenges we may encounter.Risks and challenges we have faced or expect to face include our ability to:develop and commercialize our pro
176、ducts;produce and deliver products of acceptable performance;forecast our revenue and budget for and manage our expenses;attract new customers and retain and expand existing commercial relationships;develop and protect intellectual property;comply with existing and new or modified laws and regulatio
177、ns applicable to our business;2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm18/117132025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm19/117 14plan for and manage capital expenditures for our
178、current and future products,and manage our supply chain and supplier relationships related to our current and future products;anticipate and respond to macroeconomic changes and changes in the markets in which we operate;maintain and enhance the value of our reputation and brand;effectively manage o
179、ur growth and business operations;andhire,integrate and retain talented people at all levels of our organization.If we fail to address the risks and difficulties that Aeva faces,including those associated with the challenges listed above as well as those described elsewhere in this“Risk Factors”sect
180、ion,Aevas business,financial condition and results of operations could be adversely affected.Further,because Aeva has limited historical financial data and operates in a rapidly evolving market,any predictions about Aevas future revenue and expenses may not be as accurate as they would be if we had
181、a longer operating history or operated in a more predictable market.Aeva has encountered in the past,and will encounter in the future,risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries.If our assumptions regarding these
182、 risks and uncertainties,which we use to plan and operate our business,are incorrect or change,or if we do not address these risks successfully,Aevas results of operations could differ materially from our expectations and Aevas business,financial condition and results of operations could be adversel
183、y affected.Our strategic initiatives designed to grow the business may not be successful or may prove more costly than we currently anticipate.We continue to make investments and implement initiatives designed to grow Aevas business,including:partnering with customers and potential customers to deve
184、lop and commercialize Aevas products;investing in R&D;developing a highly skilled workforce;expanding our sales and marketing efforts to attract new customers;investing in new applications and markets for Aevas products;partnering with third-parties to develop manufacturing processes;andinvesting in
185、 legal,accounting,and other administrative functions necessary to support Aevas operations as a public company.These initiatives may prove more expensive than we currently anticipate,and we may not succeed in increasing our revenue,if at all,in an amount sufficient to offset these higher expenses an
186、d to achieve and maintain profitability.The market opportunities we are pursuing are at an early stage of development,and it may be many years before the end markets we expect to serve generate demand for our products at scale,if at all.Our ability to generate revenue may be adversely affected for a
187、 number of reasons,including the development and/or market acceptance of new technology that competes with Aevas products,failure of our customers to develop and commercialize the programs that include Aevas products or technology,our inability to effectively manage inventory or manufacture products
188、 at scale,our inability to enter new markets or help our customers adapt Aevas products for new applications or our failure to attract new customers or expand orders from existing customers or increasing competition.Furthermore,it is difficult to predict the size and growth rate of our target market
189、s,customer demand for Aevas products,commercialization timelines,developments in autonomous sensing and related technology,the entry of competitive products,or the success of existing competitive products and services.For these reasons,we do not expect to achieve profitability in the near term.If Ae
190、vas revenue does not grow over the long term,our ability to achieve and maintain profitability will be adversely affected,and the value of Aevas business may significantly decrease.Our ability to effectively manage our anticipated growth and expansion of operations will also require us to continue t
191、o enhance Aevas operational,financial and management controls and infrastructure,human resources 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm20/1172025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241
192、231.htm21/117 15policies and reporting systems.These continued enhancements and improvements will require significant capital expenditures,investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources.Aevas future financial performa
193、nce and ability to execute on our business plan will depend,in part,on our ability to effectively manage any future growth and expansion.There are no guarantees Aeva will be able to do so in an efficient or timely manner,or at all.If Aevas products are not selected for inclusion in development progr
194、ams for ADAS or autonomous driving systems(“AD”),or are not adopted by customers,Aevas business will be materially and adversely affected.We are currently developing products for use in our customers development programs,which are in varying stages of development.In many cases,Aevas customers and th
195、eir suppliers are designing and developing these programs and the related technology over several years.Many of these programs,including development programs for ADAS,automotive OEMs,automotive tier 1 companies,mobility or technology or industrial companies or their respective suppliers,require exte
196、nsive testing or qualification processes prior to the customer placing orders for large quantities of products such as Aevas,because such products will function as part of a larger system or platform and must meet certain other specifications.The selection of Aevas products for a development program
197、 is referred to by us as a design win.We spend significant time and resources to have Aevas products considered for these programs,and there is no guarantee that these efforts will result in a design win.In the case of AD and ADAS technology,a design win may mean Aevas product has been selected for
198、use in a particular vehicle model.If we do not achieve a design win with respect to a particular vehicle model,we may not have an opportunity to supply Aevas products to the automotive OEM for that vehicle model for a period of time.In many cases,this period can be as long as five to seven years,or
199、more.If we fail to win a significant number of vehicle models from one or more automotive OEMs or their suppliers,Aevas business,results of operations and financial condition will be materially and adversely affected.If our products are not selected for a particular program or if our products are no
200、t successful in such program,it is unlikely that Aevas products will be deployed in other programs of that customer.Our growth depends on successfully developing and commercializing Aevas products and services.We currently provide prototypes and non-recurring engineering services to customers for pu
201、rposes of R&D and have not yet commercialized our products or services in a material amount.We may never be able to commercialize our products or may be delayed in doing so.In addition,the successful commercialization of Aevas products depends in part on our collaborators successfully developing and
202、 commercializing their own development programs,and such programs may not ultimately be developed or commercialized.The period of time from a design win to implementation is long,potentially spanning several years,and we are subject to the risks of cancellation or postponement of the contract or uns
203、uccessful implementation.Prospective customers,including those in the automotive industry,generally must make significant commitments of resources to test and validate Aevas products and confirm that they can integrate with other technologies before including them in any particular system,product or
204、 application.None of our customers make contractual commitments to use our products at volume or at all until all test and validation activities have been completed,they have finalized plans for integrating our systems,have a positive expectation of the market demand for our features,and unrelated t
205、o us,have determined that vehicle is ready for market and there is appropriate consumer demand.We expect that only after this point will our customers place definitive volume production orders with us.As of the date of this report,none of our customers have completed their on-going testing and valid
206、ation or entered into definitive volume production agreements with us and there is no assurance or guarantee that any of our customers,including any for which we have announced a design win,will ever complete such testing and validation or enter into a definitive volume production agreement with us,
207、or that we will receive any revenues in connection with such win.The development cycles of our products with new customers vary widely depending on the application,market,customer and the complexity of the product.In the automotive market,for example,this development cycle can be as long as seven or
208、 more years.The development cycle in certain other markets can be several months to a few years.These development cycles result in us investing our resources prior to realizing any revenue from the commercialization or obtaining any firm commitments of pricing,volume or timing of purchases of our pr
209、oducts by our customers.Further,we are subject to the risk that customers cancel or postpone implementation of our technology,as well as that customers will not be able to integrate our technology successfully into a larger system 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000
210、095017025042849/aeva-20241231.htm22/1172025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm23/117 16with other sensing modalities.Additionally,our revenue could be materially less than forecasted if the system,product or vehicle model that includes o
211、ur LiDAR products is unsuccessful,including for reasons unrelated to our technology.Long development cycles and product cancellations or postponements may adversely affect our business,results of operations and financial condition.Thus,even if we have been successful in obtaining major commercial wi
212、ns,long development cycles and product cancellations or postponements and failures to successfully integrate our technology may materially and adversely affect Aevas business,results of operations and financial condition.Our forward-looking estimates of certain financial metrics may prove inaccurate
213、.We use various estimates in formulating our business plans.We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies,many of which are beyond our control.Specifically,we use“Order Book”as a metric to measure p
214、erformance against anticipated achievement of planned key milestones of our business.We define“Order Book”as the forward-looking cumulative billings estimate of Aevas products over the estimated lifetime of given production programs which we expect to be integrated into or provided for,based primari
215、ly on projected pricing terms and our good faith estimates of“take rate”of Aevas technology on production programs.“Take rates”are the anticipated percentage of new vehicles or products to be equipped with Aevas technology based on Aevas projected product offerings and growth rates.Our use of the Or
216、der Book estimate is a forward-looking statement.There is no assurance or guarantee that any of our customers,including any programs which we included in our Order Book estimates will ever complete such testing and validation with us or that we will receive any billings or revenues forecasted in con
217、nection with such program.These risks and uncertainties,some of which are outside of our control,may cause our future actual sales to be materially different than that implied by the Order Book metric.The Order Book estimate may also be impacted by various factors,as described in this“Risk Factors”s
218、ection,including,but not limited to the following:(i)none of our customers make contractual commitments to use our LiDAR sensors and software until all test and validation activities have been completed,they have finalized plans for integrating our systems,have a positive expectation of the market d
219、emand for our features,and unrelated to us,have determined that their vehicles or products are ready for market and there is appropriate consumer demand.Consequently,there is no assurance that any of our customers,including any programs which we included in our Order Book estimates will ever complet
220、e such testing and validation or enter into a definitive volume production agreement with us or that we will receive any billings or revenues forecasted in connection with such programs;(ii)the development cycles of our products with new customers vary widely depending on the application,market,cust
221、omer and the complexity of the product.In the automotive market,for example,this development cycle can be as long as seven or more years.Variability in development cycles make it difficult to reliably estimate the pricing,volume or timing of purchases of our products;(iii)customers cancel or postpon
222、e implementation of our technology;(iv)we may not be able to integrate our technology successfully into a larger system with other sensing modalities;and(v)the product or vehicle model that is expected to include our LiDAR products may be unsuccessful,including for reasons unrelated to our technolog
223、y.If we are unable to effectively manage our supply chain,Aevas business may be materially and adversely impacted.Some of the components involved in the manufacture of Aevas products are sourced from third-party suppliers.To date,we have produced our products in relatively limited quantities for use
224、 in development programs.Although we do not have any experience in managing our supply chain to manufacture and deliver our products at scale,Aevas future success will depend on our ability to do so.Some of the key components used to manufacture 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/d
225、ata/1789029/000095017025042849/aeva-20241231.htm24/117 17Aevas products come from limited or single-source suppliers.We are therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that our suppliers discontinue or modify components used in Aevas
226、products.We have a global supply chain and the loss or disruption of such supply arrangements for any reason,including as a result of geopolitical conflicts,including tensions with China and Taiwan;ongoing conflict arising out of the Russian invasion of Ukraine and the hostilities and conflict in th
227、e Middle East;other acts of war or terrorism;trade sanctions;inflation;health epidemics or pandemics;labor disputes,work stoppages or interruptions;loss or impairment of key manufacturing sites,including due to a suppliers financial distress,natural disasters,looting or other external factors;inabil
228、ity to procure sufficient raw materials and/or quality control issues,may adversely affect our ability to source components in a timely or cost-effective manner from our third-party suppliers.For example,Aevas products depend on external semiconductor foundries.Any disruptions to those foundries cou
229、ld materially adversely affect our ability to manufacture Aevas products.In addition,the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules.We have in the past experienced,and may in the future experience,component shortages and
230、price fluctuations of certain key components and materials,and the predictability of the availability and pricing of these components may be limited.Component shortages or pricing fluctuations could be material in the future.In the event of a component shortage,supply interruption or material pricin
231、g change from suppliers of these components,we may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources.Developing alternate sources of supply for these components may be time-consuming,difficult,and costly and we may not be able to source thes
232、e components on terms that are acceptable to us,or at all,which may undermine our ability to meet our requirements or to fill customer orders in a timely manner.Any interruption or delay in the supply of any of these parts or components,or the inability to obtain these parts or components from alter
233、nate sources at acceptable prices and within a reasonable amount of time,would adversely affect our ability to meet scheduled product deliveries to our customers.This could adversely affect our relationships with our customers and channel partners and could cause delays in shipment of our products a
234、nd adversely affect Aevas operating results.In addition,increased component costs could result in lower gross margins.Even where we are able to pass increased component costs along to customers,there may be a lapse of time before we are able to do so such that we must absorb the increased cost.If we
235、 are unable to buy these components in quantities sufficient to meet our requirements on a timely basis,we will not be able to deliver products to customers,which may result in such customers using competitive products instead of Aevas.The complexity of Aevas products could result in unforeseen dela
236、ys or expenses from undetected defects,errors or reliability issues in hardware or software which could reduce the market adoption of our products,damage our reputation with current or prospective customers,expose Aeva to product liability and other claims and adversely affect our operating costs.Ae
237、vas products are highly technical and complex and require high standards to manufacture.Aevas products have in the past,and will likely in the future,experience defects,errors or reliability issues at various stages of development.We may be unable to timely release new products,manufacture existing
238、products,or correct problems that have arisen to our customers satisfaction.Additionally,undetected errors,defects or security vulnerabilities,especially as new products are introduced or as new versions are released,could result in serious injury to the end users of technology incorporating Aevas p
239、roducts,or those in the surrounding area;our customers never being able to commercialize technology incorporating Aevas products,litigation against Aeva,negative publicity and other consequences.These risks are particularly prevalent in the highly competitive AD and ADAS markets.Some errors or defec
240、ts in Aevas products may only be discovered after they have been tested,commercialized and deployed by customers.If that is the case,we may incur significant additional development costs and product recall,repair or replacement costs.These product-related issues may also result in claims,including c
241、lass actions,against Aeva by our customers or others.Our reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy our products,which could adversely affect our ability to retain existing customers and attract new customers and could adversely affect Aeva
242、s financial results.In addition,Aeva could face material legal claims for breach of contract,product liability,fraud,tort or breach of warranty as a result of these problems.Defending a lawsuit,regardless of its merit,could be costly and may divert managements attention and adversely affect the mark
243、ets perception of Aeva and our products.In addition,our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-
244、20241231.htm25/117 18Continued pricing pressures,automotive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in lower than anticipated margins,or losses,which may adversely affect Aevas business.Cost-cutting initiative
245、s adopted by our customers often result in increased downward pressure on pricing.We expect that our agreements with automotive OEMs may require step-downs in pricing over the term of the agreement or,if commercialized,over the period of production.In addition,our automotive OEM customers often rese
246、rve the right to terminate their supply contracts for convenience,which enhances their ability to obtain price reductions.Automotive OEMs also possess significant leverage over their suppliers,including Aeva,because the automotive component supply industry is highly competitive,serves a limited numb
247、er of customers and has a high fixed cost base.Accordingly,we expect to continue to be subject to substantial pressure from automotive OEMs and Tier 1 suppliers to reduce the price of our products.It is possible that pricing pressures could intensify beyond our forecasts as automotive OEMs pursue re
248、structuring,consolidation and cost-cutting initiatives.If we are unable to generate sufficient production cost savings in the future to offset price reductions,Aevas financial results would be adversely affected.We expect to continue to incur substantial R&D costs and devote significant resources to
249、 identifying and commercializing new products,which could significantly increase our losses and may never result in revenue to Aeva.Our future growth depends on developing Aevas products,penetrating new markets,adapting existing products to new applications and customer requirements,and introducing
250、new products that achieve market acceptance.We plan to continue to incur substantial R&D costs as part of our efforts to design,develop,manufacture and commercialize new products,and enhance existing products,and as such these costs may increase in the future.Because we account for R&D as an operati
251、ng expense,these expenditures will adversely affect Aevas results of operations in the future.Further,our R&D program may not produce successful results,and our new products may never achieve market acceptance,create additional revenue or become profitable.Market adoption of LiDAR,including Aevas 4D
252、 LiDAR technology,is uncertain.If market adoption of LiDAR,including Aevas 4D LiDAR technology,does not continue to develop,or develops more slowly than we expect,our business will be adversely affected.While Aevas 4D LiDAR technology can be applied to different use cases across end markets,a signif
253、icant portion of our revenue is primarily generated from the development of automotive applications.Despite the fact that the automotive industry has engaged in considerable effort to research and test LiDAR products,including our 4D LiDAR technology,for ADAS and AD applications,the automotive indus
254、try may not introduce LiDAR products in commercially available vehicles.We continually study emerging and competing sensing technologies and methodologies and may add new sensing technologies.However,LiDAR products remain relatively new and it is possible that other sensing modalities,or a new disru
255、ptive modality based on new or existing technology,including a combination of technologies,will achieve acceptance or leadership in the ADAS and AD industries.Even if LiDAR products are used in initial generations of AD technology and certain ADAS products,we cannot guarantee that LiDAR products wil
256、l be designed into or included in subsequent generations of such commercialized technology.In addition,we expect that initial generations of autonomous vehicles will be focused on limited applications,such as robo-taxis,and that mass market adoption of autonomous technology may lag behind these init
257、ial applications significantly.The speed of market growth for ADAS or autonomous vehicles is difficult if not impossible to predict,and it is more difficult to predict this markets future growth in light of recent economic downturns and instability.In addition,we expect competition among providers o
258、f sensing technology based on LiDAR and other modalities to increase substantially.If commercialization of LiDAR products is not successful,or not as successful as we or the market expects,or if other sensing modalities gain acceptance by market participants,regulators,safety organizations or other
259、market participants,Aevas business,results of operations and financial condition will be materially and adversely affected.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm26/117 19We are investing in and pursuing market opportunities outside of t
260、he automotive markets,including industrial automation,consumer device applications,and security markets.We believe that Aevas future revenue growth,if any,will depend in part on our ability to expand within new markets such as these and to enter new markets as they emerge.Each of these markets prese
261、nts distinct risks and,in many cases,requires us to address the particular requirements of that market.Addressing these requirements can be time-consuming and costly.The market for LiDAR technology outside of automotive applications is relatively new,rapidly developing and unproven in many markets o
262、r industries.Many of our customers outside of the automotive industry are still in the testing and development phases and it cannot be certain that they will commercialize products or systems with Aevas 4D LiDAR technology or at all.We cannot be certain that LiDAR will be sold into these markets,or
263、any market outside of automotive market,at scale.Adoption of LiDAR products,including Aevas products,outside of the automotive industry will depend on numerous factors,including whether the technological capabilities of LiDAR and LiDAR-based products meet users current or anticipated needs,whether t
264、he benefits of designing LiDAR into larger sensing systems outweigh the costs,complexity and time needed to deploy such technology or replace or modify existing systems that may have used other modalities such as cameras and radar,whether users in other applications can move beyond the testing and d
265、evelopment phases and proceed to commercializing systems supported by LiDAR technology and whether LiDAR developers such as Aeva can keep pace with rapid technological change in certain developing markets.If LiDAR technology does not achieve commercial success outside of the automotive industry,or i
266、f the market develops at a pace slower than we expect,Aevas business,results of operation and financial condition will be materially and adversely affected.We may not have sufficient resources to fund our operating costs or all of our future research and development and capital expenditures or possi
267、ble acquisitions or joint ventures.We had$112 million in cash,cash equivalents and marketable securities as of December 31,2024,and an available equity facility of up to$125 million.Although we expect our current cash balance,combined with our future cash flows and financing available to us through
268、such facility,will address our capital needs through 2025,we cannot assure you that this will be the case.Our operating environment is increasingly challenging,and our business and strategic plans may consume resources faster than we presently anticipate.In order to remain competitive,we must make s
269、ubstantial investments in research and development.Our products may require significant resources to develop both hardware and software solutions.Challenges of integrating new functionality into vehicles and the evolution of our customers performance requirements during development may also increase
270、 R&D costs.Customer demands for changes to our products to meet such performance requirements are difficult to predict both in terms of timing and cost.We may be unable to fund all of our research and development and capital investment needs or possible acquisitions or joint ventures,and we may have
271、 to pass on valuable long-term opportunities that arise if we do not have sufficient capital resources.We may be required to raise additional capital which may not be available on acceptable terms or at all.See“Future issuances of equity or debt securities,including from the issuance of preferred st
272、ock to Sylebra or upon Sylebras exercise of warrants for our common stock,may adversely affect us,including the market price of the common stock and may be dilutive to existing stockholders.”An inability to fund our future R&D,capital expenditures and product development needs could have a material
273、adverse effect on our business,results of operations and financial condition.Aevas results of operations fluctuate on a quarterly and annual basis,which could cause our stock price to fluctuate or decline.Aevas quarterly results of operations have fluctuated in the past and may vary significantly in
274、 the future.As such,historical comparisons of our operating results may not be relevant,meaningful or indicative of future results.In particular,because our sales to date have primarily been of prototypes and non-recurring engineering services to customers for the purpose of R&D and testing of such
275、customers development programs,sales in any given quarter can fluctuate based on the timing and success of our customers development projects.Accordingly,the results of any one quarter should not be relied upon as an indication of future performance.Aevas quarterly financial results may fluctuate as
276、 a result of a variety of factors,many of which are outside of our control and may not fully reflect the underlying performance of Aevas business.These fluctuations could adversely affect our ability to meet our forecasts or those of securities analysts,ratings agencies or investors.If we do not mee
277、t these expectations for any 2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm27/117 20period,the value of Aevas business and securities could decline significantly.Factors that may cause these quarterly fluctuations include,without limitation,tho
278、se listed below:the timing and magnitude of orders and shipments of Aevas products in any quarter;the timing and magnitude of sales returns and warranty claims of Aevas products in any quarter;the timing and magnitude of non-recurring engineering services revenue in any quarter;pricing changes we ma
279、y adopt to drive market adoption or in response to competitive pressure;our ability to retain existing customers and attract new customers;our ability to develop,introduce,manufacture and ship in a timely manner products that meet customer requirements;disruptions in our sales channels or terminatio
280、ns of relationships with important channel partners;delays in customers purchasing cycles or deferments of customers purchases in anticipation of new products or updates from Aeva or our competitors;fluctuations in demand for Aevas products;the mix of products and services sold in any quarter;the ti
281、ming and rate of broader market adoption of autonomous systems utilizing Aevas products or technology across the automotive and other market sectors;market acceptance of LiDAR and further technological advancements by Aevas competitors and other market participants;the ability of our customers to co
282、mmercialize systems that incorporate Aevas products;any change in the competitive dynamics of our markets,including consolidation of competitors,regulatory developments and new market entrants;our ability to effectively manage our inventory;changes in the source,cost,availability of and regulations
283、pertaining to materials we use;adverse litigation,judgments,settlements or other litigation-related costs,or claims that may give rise to such costs;andgeneral economic,industry and market conditions,including trade disputes.Our transition to an outsourced manufacturing business model may not be suc
284、cessful,which could harm our ability to deliver products and recognize revenue.We are in the initial stages of transitioning from a manufacturing model in which we source components from third-parties and assemble our final products at our San Francisco Bay Area location,to one where we rely exclusi
285、vely on third-party manufacturers for both the manufacturing and assembly of Aevas products.We believe the use of third-party manufacturers in this manner will have benefits,but in the near term,while we begin working with new counterparties,Aeva may lose revenue,incur increased costs and potentiall
286、y harm our customer relationships.Moreover,we may not be able to establish relationships with third-party manufacturers in a timely manner.Reliance on third-party manufacturers reduces Aevas control over the production process,including reduced control over quality,product costs and product supply a
287、nd timing.We may experience delays in shipments or issues concerning product quality from our third-party manufacturers.If any of our third-party manufacturers experience interruptions,delays or disruptions in supplying its products,including due to health epidemics or pandemics;labor disputes,work
288、stoppages or interruptions;natural disasters,looting or other external factors,or inability to procure sufficient raw materials,our ability to ship products to distributors and customers would be delayed.In addition,2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849
289、/aeva-20241231.htm28/1172025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm29/117 21unfavorable economic conditions could result in financial distress among third-party manufacturers upon which we rely,thereby increasing the risk of disruption of su
290、pplies necessary to fulfill our production requirements and meet customer demands.Additionally,if any of our third-party manufacturers experience quality control problems in their manufacturing operations and Aevas products do not meet customer or regulatory requirements,we could be required to cove
291、r the cost of repair or replacement of any defective products.Any such delays or product quality issues could have an immediate and material adverse effect on our ability to fulfill orders and could have a negative effect on Aevas operating results.In addition,any such delays or product quality issu
292、es could adversely affect our reputation and relationship with our channel partners.If third-party manufacturers experience financial,operational,manufacturing capacity or other difficulties,or experience shortages in required components,or if they are otherwise unable or unwilling to continue to ma
293、nufacture Aevas products in required volumes or at all,our supply may be disrupted,we may be required to seek alternate manufacturers and we may be required to re-design our products.It would be time-consuming,and could be costly and impracticable,to begin to use new manufacturers and designs,and su
294、ch changes could cause significant interruptions in supply and could have an adverse effect on our ability to meet scheduled product deliveries and may subsequently lead to the loss of sales.While we take measures to protect our trade secrets,the use of third-party manufacturers may also risk disclo
295、sure of our innovative and proprietary manufacturing methodologies,which could adversely affect Aevas business.Aeva,our outsourcing partners and suppliers may rely on complex machinery and highly skilled labor for production,which involves a significant degree of risk and uncertainty.Aeva,our outsou
296、rcing partners and suppliers may rely on complex machinery for the production,assembly and installation of Aevas products,which involves a significant degree of uncertainty and risk in terms of operational performance and costs.The facilities of our outsourcing partners and suppliers consist of larg
297、e-scale machinery combining many components.These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations,which may not be available when needed.Unexpected malfunctions of these components may significantly affect the intended o
298、perational efficiency.In addition,Aeva and our outsourcing partners and suppliers also rely on highly skilled labor for assembly and production.If such highly skilled labor is unavailable,Aevas business could be adversely affected.Operational performance and costs can be difficult to predict and are
299、 often influenced by factors outside of our control,including scarcity of natural resources,environmental hazards and remediation,costs associated with decommissioning of machines,labor disputes and strikes,difficulty or delays in obtaining governmental permits,damages or defects in electronic syste
300、ms,industrial accidents,fire,seismic activity and other natural disasters.Should operational risks materialize,it may result in injury to or the death of workers,the loss of production equipment,damage to production facilities,monetary losses,delays and unanticipated fluctuations in production,envir
301、onmental damage,administrative fines,increased insurance costs and potential legal liabilities,all which could have a material adverse effect on Aevas business,prospects,financial condition or operating results.As part of growing our business,we may make acquisitions.If we fail to successfully selec
302、t,execute or integrate any acquisitions,then Aevas business,results of operations and financial condition could be materially adversely affected,and our stock price could decline.From time to time,we may undertake acquisitions to add new products and technologies,acquire talent,gain new sales channe
303、ls or enter into new markets or sales territories.In addition to possible stockholder approval,we may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations,which could result in increased delay and costs,and may d
304、isrupt our business strategy if we fail to do so.Furthermore,acquisitions and the subsequent integration of new assets,businesses,key personnel,customers,vendors and suppliers require significant attention from Aevas management and could result in a diversion of resources from Aevas existing busines
305、s,which in turn could have an adverse effect on Aevas operations.Acquired assets or businesses may not generate the financial results we expect.Acquisitions could result in the use of substantial amounts of cash,potentially dilutive issuances of equity securities,the occurrence of significant goodwi
306、ll impairment charges,amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.Moreover,the costs of identifying and consummating acquisitions may be significant.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/00009501
307、7025042849/aeva-20241231.htm30/117 22To date,we have no experience with acquisitions and the integration of acquired technology and personnel.Failure to successfully identify,complete,manage and integrate acquisitions could materially and adversely affect Aevas business,financial condition and resul
308、ts of operations and could cause our stock price to decline.Our sales and operations in international markets expose us to operational,financial and regulatory risks,including possible unfavorable regulatory,political,tax and labor conditions,which could harm Aevas business.International sales compr
309、ise a significant amount of Aevas overall revenue.We are committed to continuing to grow international sales,and while we have committed resources to expanding our international operations and sales channels,these efforts may not be successful.International operations are subject to a number of othe
310、r risks,including:exchange rate fluctuations;political and economic instability,international terrorism and anti-American sentiment,particularly in emerging markets;global or regional health crises,such as pandemics,epidemics and outbreaks;potential for violations of anti-corruption laws and regulat
311、ions,such as those related to bribery and fraud;preference for locally branded products,and laws and business practices favoring local competition;increased difficulty in managing inventory;delayed revenue recognition;less effective protection of intellectual property;stringent regulation of the aut
312、onomous or other systems or products using Aevas products and stringent consumer protection and product compliance regulations,including General Data Protection Regulation,European competition law,the Restriction of Hazardous Substances Directive,the Waste Electrical and Electronic Equipment Directi
313、ve and the European Ecodesign Directive that are costly to comply with and may vary from country to country;difficulties and costs of staffing and managing foreign operations;import and export laws and the impact of tariffs;changes in local tax and customs duty laws or changes in the enforcement,app
314、lication or interpretation of such laws;andthe U.S.governments restrictions on certain technology transfers to certain countries of concern.The occurrence of any of these risks could negatively affect our international sales and consequently Aevas business,operating results and financial condition.A
315、eva faces risks associated with manufacturing operations outside the United States.We heavily rely on third-party manufacturing operations outside the United States,and expect this reliance to continue or expand in the future.Manufacturing outside the United States is subject to several inherent ris
316、ks,including:foreign currency fluctuations;local economic conditions;political instability or unrest;conflicts,hostilities and acts of war;import or export requirements;2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm31/117 23foreign government r
317、egulatory requirements;reduced protection for intellectual property rights in some countries;tariffs,sanctions,boycotts and other trade barriers and restrictions;andpotentially adverse tax consequences.Such risks could increase our costs and decrease our gross profit margins.We are highly dependent
318、on the services of Soroush Salehian Dardashti and Mina Rezk,our two founders.We are highly dependent on our co-founders,Soroush Salehian Dardashti and Mina Rezk.Messrs.Salehian and Rezk remain deeply involved in all aspects of Aevas business,including product development.The loss of either of Messrs
319、.Salehian and Rezk would adversely affect our business because such loss could make it more difficult to,among other things,compete with other market participants,manage our R&D activities and retain existing customers or cultivate new ones.Negative public perception of,or negative news related to,e
320、ither of Messrs.Salehian and Rezk may adversely affect Aevas brand,relationship with customers or standing in the industry.Our business depends substantially on the efforts of highly skilled personnel,and our operations may be severely disrupted if we lost their services.Competition for highly-skill
321、ed personnel is often intense,especially in the San Francisco Bay Area,where Aevas headquarters is located,and we may incur significant costs to attract highly-skilled personnel.We may not be successful in attracting,integrating,or retaining qualified personnel to fulfill our current or future needs
322、.We have from time to time,experienced,and expect to continue to experience,difficulty in hiring and retaining highly skilled employees with appropriate qualifications.In addition,job candidates and existing employees often consider the value of the equity awards they receive in connection with thei
323、r employment.If the perceived value of Aevas equity or equity awards declines,it may adversely affect our ability to retain highly skilled employees.If we fail to attract new personnel or to retain and motivate current personnel,our business and future growth prospects could be adversely affected.We
324、 may be subject to product liability or warranty claims that could result in significant direct or indirect costs,which could adversely affect Aevas business and operating results.Our customers use Aevas products and technology in various applications,including AD and ADAS applications,which present
325、 the risk of significant injury,including fatalities.Aeva may be subject to claims if a product using our technology is involved in an accident and persons are injured or purport to be injured.Any insurance that Aeva carries may not be sufficient or it may not apply to all situations.Similarly,Aevas
326、 customers could be subjected to claims as a result of such accidents and bring legal claims against Aeva to attempt to hold Aeva liable.In addition,if lawmakers or governmental agencies were to determine that the use of Aevas products or similar technologies,including AD or certain ADAS application
327、s,increased the risk of injury to all or a subset of our customers or potential customers,they may pass laws or adopt regulations that limit the use of Aevas products or increase our liability associated with the use of Aevas products or that regulate the use of or delay the deployment the products
328、that use Aevas technology,including AD and ADAS technology.Any of these events could adversely affect Aevas brand,relationships with customers,operating results or financial condition.We typically provide a limited-time warranty on Aevas products.The occurrence of any material defects in Aeva produc
329、ts could make us liable for damages and warranty claims.In addition,we could incur significant costs to correct any defects,warranty claims or other problems,including costs related to product recalls.Any negative publicity related to the perceived quality of Aevas products could affect our brand im
330、age,partner and customer demand,and adversely affect Aevas operating results and financial condition.Also,warranty,recall and product liability claims may result in litigation,including class actions,the occurrence of which could be costly,lengthy and distracting and adversely affect Aevas business
331、and operating results.2025/5/19 09:4110-Khttps:/www.sec.gov/Archives/edgar/data/1789029/000095017025042849/aeva-20241231.htm32/117 24If we or our suppliers do not maintain sufficient inventory or do not adequately manage our respective inventory,we could lose sales or incur higher inventory-related
332、expenses,which could negatively affect Aevas operating results.To ensure adequate inventory supply,we and our suppliers must forecast inventory needs and expenses,place orders sufficiently in advance with our respective suppliers and manufacturing counterparties and manufacture products based on our
333、 estimates of future demand for particular products.Fluctuations in the market adoption of LiDAR may affect our ability to forecast Aevas future operating results,including revenue,gross margins,cash flows and profitability.Our ability to accurately forecast demand for our products could be affected by many factors,including the rapidly changing nature of the AD and ADAS markets in which we operat
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