Attached files

file filename
EX-10.5 - SERVICES AGREEMENT BETWEEN THE COMPANY AND MINESH PATEL. - Aeva Technologies, Inc.f8k020320ex10-5_interpri.htm
EX-99.1 - PRESS RELEASE - Aeva Technologies, Inc.f8k020320ex99-1_interpri.htm
EX-10.6 - FORM OF INDEMNIFICATION AGREEMENT. - Aeva Technologies, Inc.f8k020320ex10-6_interpri.htm
EX-10.4 - ADMINISTRATIVE SERVICES AGREEMENT BETWEEN THE COMPANY AND INTERPRIVATE LLC. - Aeva Technologies, Inc.f8k020320ex10-4_interpri.htm
EX-10.3 - REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS. - Aeva Technologies, Inc.f8k020320ex10-3_interpri.htm
EX-10.2 - ESCROWAGREEMENT BETWEEN THE REGISTRANT, CONTINENTAL STOCK TRANSFER & TRUST COMPA - Aeva Technologies, Inc.f8k020320ex10-2_interpri.htm
EX-10.1 - INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST - Aeva Technologies, Inc.f8k020320ex10-1_interpri.htm
EX-4.1 - WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COM - Aeva Technologies, Inc.f8k020320ex4-1_interpri.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Aeva Technologies, Inc.f8k020320ex3-1_interpri.htm
EX-1.2 - BUSINESS COMBINATION MARKETING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITA - Aeva Technologies, Inc.f8k020320ex1-2_interpri.htm
EX-1.1 - UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND EARLYBIRDCAPITAL, INC., AS REPRES - Aeva Technologies, Inc.f8k020320ex1-1_interpri.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 3, 2020

 

INTERPRIVATE ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39204   84-3080757
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

1350 Avenue of the Americas

New York, NY 10019

(Address of Principal Executive Offices) (Zip Code)

 

(212) 647-0166

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

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

 

Title of each class

  Trading
Symbol(s)
  Name of each exchange on
which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant   IPVU   The New York Stock Exchange
Common stock, par value $0.0001 per share   IPV   The New York Stock Exchange
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share   IPVWS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On February 3, 2020 the Registration Statement on Form S-1 (SEC File No. 333-235849) (the “Registration Statement”) relating to the initial public offering of units of InterPrivate Acquisition Corp. (the “Company”) was declared effective by the Securities and Exchange Commission (“SEC”).

 

On February 3, 2020, the Company entered into various agreements filed as exhibits to the Registration Statement. The Company also filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The material terms of such agreements and the amended and restated certificate of incorporation are fully described in the Company’s final prospectus, dated February 3, 2020 as filed with the SEC on February 5, 2020. This Current Report on Form 8-K is being filed solely to file such executed agreements and amended and restated certificate of incorporation.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 1.01 is hereby incorporated by reference.

 

Item 9.01. Financial Statement and Exhibits.

 

(d)Exhibits:

 

Exhibit   Description
     
1.1   Underwriting Agreement between the Company and EarlyBirdCapital, Inc., as representative of the underwriters.
     
1.2   Business Combination Marketing Agreement between the Company and EarlyBirdCapital, Inc.
     
3.1   Amended and Restated Certificate of Incorporation.
     
4.1   Warrant Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.1   Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company.
     
10.2   Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholder.
     
10.3   Registration Rights Agreement between the Company and certain security holders.
     
10.4   Administrative Services Agreement between the Company and InterPrivate LLC.
     
10.5   Services Agreement between the Company and Minesh Patel.
     
10.6   Form of Indemnification Agreement.
     
99.1   Press Release.

 

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SIGNATURE

 

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

 

Dated: February 6, 2020

 

  INTERPRIVATE ACQUISITION CORP.
     
  By: /s/ Ahmed M. Fattouh
    Name: Ahmed M. Fattouh
    Title: Chairman & Chief Executive Officer

 

 

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