UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-39204

AEVA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3080757
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
555 Ellis Street Mountain View, CA	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s 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 registered
Common stock, $0.0001 par value per share	AEVA	~~New~~The ~~York~~Nasdaq Stock ~~Exchange~~Market LLC
Warrants to purchase one share of common stock	AEVA.WS	New York Stock Exchange
Warrants to purchase common stock	AEVAW	The Nasdaq Stock Market LLC

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 period 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 Regulation 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 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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1, ~~2024~~2025, the registrant had 5355,~~882~~022,~~801~~644 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2021
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), 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 fact, 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”, 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 assumptions, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 under the heading “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time 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. 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 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, 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 subsidiaries unless the context indicates otherwise.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT PAR VALUE)

(UNAUDITED)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	3021,~~462~~211		$	3828,~~547~~864
Marketable securities		~~104~~59,~~355~~785			~~182~~83,~~481~~143
Accounts receivable		~~575~~775			~~628~~1,187
Inventories		23,~~125~~882			2,~~374~~345
Other current assets		76,~~752~~127			57,~~195~~761
Total current assets		~~145~~91,~~269~~780			~~229~~123,~~225~~300
Operating lease right-of-use assets		42,~~713~~924			73,~~289~~826
Property, plant and equipment, net		1112,~~389~~339			1210,~~114~~332
Intangible assets, net		1,~~950~~500			21,~~625~~725
Other noncurrent assets		56,~~815~~006			68,~~132~~306
Total assets	$	~~169~~114,~~136~~549		$	~~257~~147,~~385~~489
Liabilities and stockholders' equity
Accounts payable	$	3,~~010~~965		$	35,~~602~~453
Accrued liabilities		4,~~632~~585			25,~~648~~710
Accrued employee costs		4,~~456~~712			65,~~043~~783
Lease liability, current portion		32,~~385~~634			3,~~587~~039
Other current liabilities		1816,~~132~~008			219,~~524~~174
Total current liabilities		3331,~~615~~904			1839,~~404~~159
Lease liability, noncurrent portion		~~1,306~~175			~~3,767~~720
Warrant liability		413,~~955~~658			68,~~772~~258
Total liabilities		3945,~~876~~737			2848,~~943~~137
Commitments and contingencies (Note 15)
Convertible preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding		—			—
Common stock $0.0001 par value; 422,000 shares authorized; 53,832 and 52,389 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		6			5
Common stock $0.0001 par value; 422,000 shares authorized; 54,949 and 54,140 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		6			6
Additional paid-in capital		~~704~~715,~~853~~541			~~688~~711,~~124~~160
Accumulated other comprehensive income (loss)		~~116~~(7	)		~~(87~~47	)
Accumulated deficit		(~~575~~646,~~715~~728	)		(~~459~~611,~~600~~861	)
Total stockholders' equity		~~129~~68,~~260~~812			~~228~~99,~~442~~352
Total liabilities and stockholders' equity	$	~~169~~114,~~136~~549		$	~~257~~147,~~385~~489

See accompanying notes to the unaudited condensed consolidated financial statements.

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue	$	23,~~250~~368		$	~~810~~2,107		$	~~6,369~~		$	~~2,701~~
Cost of revenue		23,~~971~~058			23,~~525~~499			~~9,330~~			~~7,715~~
Gross loss		(721	)		(1,715	)		(2,961	)		(5,014	)
Gross profit (loss)		310			(1,392	)
Operating expenses:
Research and development expenses		2721,~~116~~569			2325,~~787~~012			~~78,324~~			~~76,306~~
General and administrative expenses		87,~~456~~217			8,~~474~~411			~~25,530~~			~~24,020~~
Selling and marketing expenses		1,~~583~~942			12,~~520~~529			~~5,818~~			~~5,603~~
Litigation settlement, net		—			—			11,500			—
Total operating expenses		30,728			35,952
Total operating expenses		37,155			33,781			121,172			105,929
Operating loss		(30,418	)		(37,344	)
Operating loss		(37,876	)		(35,496	)		(124,133	)		(110,943	)
Interest income		1,007			2,457
Interest income		1,770			2,219			6,327			6,508
Other income (expense), net		(5,399	)		(439	)
Other income (expense), net		(1,268	)		39			1,836			68
Loss before income taxes		(34,810	)		(35,326	)
Loss before income taxes		(37,374	)		(33,238	)		(115,970	)		(104,367	)
Income tax provision		57			—
Income tax provision		22			—			145			—
Net loss	$	(34,867	)	$	(35,326	)
Net loss	$	(37,396	)	$	(33,238	)	$	(116,115	)	$	(104,367	)
Unrealized loss on available-for-sale securities, net of tax		(54	)		(161	)
Unrealized gain on available-for-sale securities		352			915			203			2,604
Total comprehensive loss	$	(34,921	)	$	(35,487	)
Total comprehensive loss	$	(37,044	)	$	(32,323	)	$	(115,912	)	$	(101,763	)
Net loss per share, basic and diluted	$	(0.64	)	$	(0.67	)
Net loss per share, basic and diluted	$	(0.70	)	$	(0.75	)	$	(2.18	)	$	(2.36	)
Weighted-average shares used in computing net loss per share, basic and diluted		54,750,088			52,742,725
Weighted-average shares used in computing net loss per share, basic and diluted		53,704,039			44,565,164			53,149,318			44,200,670

See accompanying notes to the unaudited condensed consolidated financial statements.

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

									Accumulated
	Common stock					Additionalpaid-in			~~othercomprehensive~~OtherComprehensive				Accumulated			Total stockholders'
	Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2023		52,388,961		$	5	$	688,124		$	(87	)		$	(459,600	)	$	228,442
Balance at December 31, 2024		54,139,560		$	6	$	711,160		$	47			$	(611,861	)	$	99,352
Share-based compensation		—			—		54,~~261~~564			—				—			54,~~261~~564
Issuance of common stock upon exercise of stock options		~~28,227~~273			—		39—			—				—			39—
Issuance of common stock upon release of restricted stock units		~~423~~857,~~869~~209			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		(2547,~~286~~758	)		—		(55183	)		—				—			(55183	)
Unrealized gain (loss) on available-for-sale securities		—			—		—			(161	)			—			(161	)
Unrealized loss on available-for-sale securities		—			—		—			(54	)			—			(54	)
Net loss					—		—			—				(3534,~~326~~867	)		(3534,~~326~~867	)
Balance as of March 31, 2024		52,815,771		$	5	$	693,369		$	(248	)	`	$	(494,926	)	$	198,200
Balance as of March 31, 2025		54,949,284		$	6	$	715,541		$	(7	)		$	(646,728	)	$	68,812
Share-based compensation		—			—		5,364			—				—			5,364
Issuance of common stock upon exercise of stock options		5,682			—		15			—				—			15
Issuance of common stock upon release of restricted stock units		411,670			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		(56,463	)		—		(238	)		—				—			(238	)
Unrealized gain (loss) on available-for-sale securities		—			—		—			12				—			12
Net loss		—			—		—			—				(43,393	)		(43,393	)
Balance as of June 30, 2024		53,176,660		$	5	$	698,510		$	(236	)		$	(538,319	)	$	159,960
Share-based compensation		—			—		6,505			—				—			6,505
Issuance of common stock upon exercise of stock options		8,340			1		22			—				—			23
Issuance of common stock upon release of restricted stock units		710,300			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		(63,243	)		—		(184	)		—				—			(184	)
Unrealized gain (loss) on available-for-sale securities		—			—		—			352				—			352
Net loss		—			—		—			—				(37,396	)		(37,396	)
Balance as of September 30, 2024		53,832,057		$	6	$	704,853		$	116			$	(575,715	)	$	129,260

See accompanying notes to the unaudited condensed consolidated financial statements.

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AEVA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)

									Accumulated
	Common stock					Additionalpaid-in			~~othercomprehensive~~OtherComprehensive				Accumulated			Total stockholders'
	Shares			Amount		capital			loss				deficit			equity
Balance at December 31, 2022		43,749,685		$	4	$	643,774		$	(3,585	)		$	(310,267	)	$	329,926
Balance at December 31, 2023		52,388,961		$	5	$	688,124		$	(87	)		$	(459,600	)	$	228,442
Share-based compensation		—			—		5,~~963~~261			—				—			5,~~963~~261
Issuance of common stock upon exercise of stock options		4728,~~328~~227			—		5739			—				—			5739
Issuance of common stock upon release of restricted stock units		~~215~~423,~~505~~869			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		(225,~~499~~286	)		—		(2055	)		—				—			(2055	)
Unrealized gain (loss) on available-for-sale securities		—			—		—			1,212				—			1,212
Unrealized loss on available-for-sale securities		—			—		—			(161	)			—			(161	)
Net loss		—			—		—			—				(35,~~174~~326	)		(35,~~174~~326	)
Balance as of March 31, 2023		44,010,019		$	4	$	649,774		$	(2,373	)	`	$	(345,441	)	$	301,964
Balance as of March 31, 2024		52,815,771		$	5	$	693,369		$	(248	)		$	(494,926	)	$	198,200
Share-based compensation		—			—		7,041			—				—			7,041
Issuance of common stock upon exercise of stock options		23,663			—		59			—				—			59
Issuance of common stock upon release of restricted stock units		144,694			—		—			—				—			—
Unrealized gain (loss) on available-for-sale securities		—			—		—			477				—			477
Net loss		—			—		—			—				(35,955	)		(35,955	)
Balance as of June 30, 2023		44,178,376		$	4	$	656,874		$	(1,896	)		$	(381,396	)	$	273,586
Share-based compensation		—			—		5,149			—				—			5,149
Issuance of common stock upon exercise of stock options		20,722			—		36			—				—			36
Issuance of common stock upon release of restricted stock units		445,484			—		—			—				—			—
Shares withheld for the withholding tax on vesting of restricted stock units		(11,159	)		—		(43	)		—				—			(43	)
Unrealized loss on available-for-sale securities		—			—		—			915				—			915
Net loss		—			—		—			—				(33,238	)		(33,238	)
Balance as of September 30, 2023		44,633,423		$	4	$	662,016		$	(981	)		$	(414,634	)	$	246,405

See accompanying notes to the unaudited condensed consolidated financial statements.

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AEVA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
Cash flows from operating activities:
Net loss	$	(~~116~~34,~~115~~867	)	$	(~~104~~35,~~367~~326	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		41,~~042~~388			31,~~145~~345
Impairment of inventories		~~883~~33			~~170~~465
Change in fair value of warrant liability		(1,817	)		(68	)
Change in fair value of warrant liabilities		5,400			437
Stock-based compensation		174,~~130~~564			185,~~153~~261
Amortization of right-of-use assets		~~2,576~~902			~~2,278~~845
Amortization of premium and accretion of discount on available-for-sale securities, net		(~~2,932~~477	)		(21,~~102~~087	)
Other		298			—
Changes in operating assets and liabilities:
Accounts receivable		53412			~~2,118~~(350	)
Inventories		(~~634~~1,570	)		89(251	)
Other current assets		(21,~~557~~634	)		~~(147~~312	)
Other noncurrent assets		~~317~~(192	)		~~(204~~70	)
Accounts payable		(~~563~~2,454	)		(~~2,402~~89	)
Accrued liabilities		~~1,985~~(378	)		(~~6,291~~10	)
Accrued employee costs		(1,~~626~~071	)		~~139~~(3,600	)
Lease liability		(~~2,663~~950	)		(~~2,253~~866	)
Other current liabilities		15(3,~~608~~166	)		~~250~~1,882
Net cash used in operating activities		(8630,~~015~~792	)		(9130,~~492~~962	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(~~2,969~~459	)		(31,~~423~~648	)
Purchase of available-for-sale securities		(6215,~~848~~969	)		(9738,~~642~~881	)
Proceeds from maturities of available-for-sale securities		~~144~~39,~~108~~750			~~165~~62,~~597~~565
Net cash provided by investing activities		7823,~~291~~322			6422,~~532~~036
Cash flows from financing activities:
Payments of taxes withheld on net settled vesting of restricted stock units		(~~438~~183	)		(6255	)
Proceeds from exercise of stock options		77—			~~152~~39
Net cash (used in) provided by financing activities		(361	)		90
Net cash provided by (used in) financing activities		(183	)		(16	)
Net decrease in cash and cash equivalents		(87,~~085~~653	)		(268,~~870~~942	)
Beginning cash and cash equivalents		3828,~~547~~864			6738,~~420~~547
Ending cash and cash equivalents	$	3021,~~462~~211		$	4029,~~550~~605
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	~~116~~35		$	—
Supplemental disclosures of non-cash investing and financing activities:
Unpaid property, plant and equipment purchases	$	611,055		$	~~604~~—
Right-of-use asset obtained in exchange for lease liability	$	—		$	2,646
Taxes withheld on net settled vesting of restricted stock units	$	39		$	—

See accompanying notes to the unaudited condensed consolidated financial statements.

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AEVA TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Aeva Technologies, Inc. (the “Company”), through its Frequency Modulated Continuous Wave (“FMCW”) sensing technology, designs a 4D LiDAR-on-chip that, along with its proprietary software applications, has the potential to enable the adoption of LiDAR across broad applications from automated driving to consumer electronics, consumer health, industrial automation and security application.

The Company’s common stock and warrants are listed on the ~~New~~Nasdaq ~~York~~Global ~~Stock~~Select ~~Exchange~~Market ~~stock market~~ under the symbols “AEVA” and "~~AEVA.WS~~AEVAW", respectively.

Basis of Presentation and Unaudited Interim Financial Statements

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, comprehensive loss and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

These condensed consolidated financial statements and other information presented in this Form 10-Q should be read in conjunction with the consolidated financial statements and the related notes included in ~~our~~the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024 filed with the SEC.

On March 18, 2024, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.0001 par value (the “common stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. Accordingly, unless indicated otherwise, all the current period and historical per share data, number of shares issued and outstanding, stock awards, and other common stock equivalents for the periods presented in this Interim Report on Form 10-Q have been adjusted retroactively, where applicable, to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under the Company's equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Principles of Consolidation and Liquidity

The condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company has funded its operations primarily through the ~~Business~~business ~~Combination~~combination ~~(the “Business Combination”)~~ with InterPrivate Acquisition Corp. (the Company’s predecessor, which was originally incorporated in Delaware as a special purpose acquisition company (“IPV”)), on March 12, 2021, (the “Business Combination”) and issuances of stock. As of ~~September~~March 3031, ~~2024~~2025, the Company’s existing sources of liquidity included cash and cash equivalents and marketable securities of $~~134~~81.80 million. The Company has a limited history of operations and has incurred negative cash flows from operating activities and losses from operations in the past as reflected in the accumulated deficit of $~~575~~646.7 million as of ~~September~~March 3031, ~~2024~~2025. The Company expects to continue to incur operating losses due to the investments it intends to make in its business, including product development. Management believes that existing cash and cash equivalents, marketable securities, and the Standby Equity Purchase Agreement (the "“Facility Agreement,"” Note 10) will be sufficient to fund operating and capital expenditure requirements through at least 12 months from the date of issuance of these condensed consolidated financial statements.

Significant Risks and Uncertainties

The Company is subject to those risks common in the technology industry and also those risks common to early stage companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, technological obsolescence, competition, dependence on key personnel and key external alliances, the successful protection of its proprietary technologies, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities, and trade receivables. The Company maintains the majority of its cash and cash equivalents in accounts with large financial institutions. At times, balances in these accounts may exceed federally insured limits; however, to date, the Company has not incurred any losses on its deposits of cash and cash equivalents and believes the exposure to risk of loss is not material. Risks associated with the Company’s marketable securities is mitigated by investing in investment-grade rated securities when purchased.

The Company’s accounts receivable are derived from customers located in North America, Asia, and Europe. The Company mitigates its credit risks by performing ongoing credit evaluations of its customers’ financial conditions and requires customer advance payments in certain circumstances. The Company generally does not require collateral.

As of ~~September~~March 3031, ~~2024~~2025, ~~five~~four customers accounted for 2331%, 1719%, 1216%, ~~11%,~~ and 1110% of accounts receivable, respectively. As of December 31, ~~2023~~2024, ~~one~~five ~~customer~~customers accounted 18%, ~~for~~16%, 4213%, 11% and 10% of accounts receivable, respectively. As of ~~September~~March 3031, ~~2024~~2025, two vendors accounted for 1728% and 1311% of the accounts payable, respectively. As of December 31, ~~2023~~2024, ~~three~~one ~~vendors~~vendor accounted for 1240%, ~~11%, and 11% each~~ of the accounts payable~~, respectively~~.

Recent Accounting Pronouncements

In ~~November~~December 2023, the FASB issued ~~Accounting Standards Update (~~ASU) 2023-0709 ~~"Segment~~“Income ~~Reporting~~Taxes (~~Topic~~Topics ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures"” ~~which~~to ~~expands~~expand ~~annual~~the ~~and interim~~ disclosure requirements for ~~reportable~~income ~~segments~~taxes, ~~primarily~~specifically ~~through~~related ~~enhanced~~to ~~disclosures~~the ~~about~~rate ~~significant~~reconciliation ~~segment~~and ~~expenses~~income taxes paid. ~~ASU~~Upon ~~2023-07~~adoption isthe ~~effective~~Company ~~for~~will ~~our~~be ~~annual~~required ~~periods~~to ~~beginning~~disclose ~~January~~additional 1,specified ~~2024,~~categories in the rate reconciliation in both percentage and ~~for~~dollar ~~interim~~amounts. ~~periods~~The ~~beginning~~Company ~~January~~will 1,also ~~2025~~be required to disclose the amount of income taxes paid disaggregated by jurisdiction, ~~with~~among ~~early~~other ~~adoption~~disclosure ~~permitted~~requirements. The standard is effective annual periods beginning January 1, 2025, the Company is currently ~~evaluating~~assessing the ~~potential~~ effect that the updated standard will have on the condensed consolidated financial statements and related disclosures.

In ~~December~~November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0903 "“Income ~~Taxes (Topics 740)~~Statement: ~~Improvements~~Reporting toComprehensive Income-Expense ~~Tax~~Disaggregation Disclosures" (Subtopic 220-40)” to ~~expand~~improve the ~~disclosure~~disclosures ~~requirements~~about ~~for~~an ~~income~~entity’s ~~taxes~~expenses. Upon adoption, ~~specifically~~we ~~related~~will be required to disclose in the ~~rate~~notes ~~reconciliation~~to ~~and~~the ~~income~~financial ~~taxes~~statements ~~paid~~a disaggregation of certain expense categories included within the expense captions on the face of the income statement. ~~ASU~~The ~~2023-09~~standard is effective for our 2027 annual period, and our interim periods beginning ~~January~~in 12028, ~~2025,~~ with early adoption permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the potential effect that the updated standard will have on the condensed consolidated financial statements and related disclosures.

Note 2. Revenue

Disaggregation of Revenues

The Company disaggregates its revenue from contracts with customers by geographic region based on the primary billing address of the customer and timing of transfer of goods or services to customers (point-in-time or over time), as it believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors. Total revenue for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, based on the disaggregation criteria described above were as follows (in thousands):

	Three Months Ended September 30,
	Three Months Ended March 31,
	2024					2023
	2025					2024
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	13,~~886~~157		8494	%	$	~~445~~1,674		5579	%
Europe		78		3	%		168		21	%
EMEA		52		2	%		229		11	%
Asia		~~286~~159		135	%		~~197~~204		2410	%
Total	$	23,~~250~~368		100	%	$	~~810~~2,107		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	12,~~395~~481		6274	%	$	~~810~~1,714		~~100~~81	%
Recognized over time		~~855~~887		3826	%		-393		019	%
Total	$	23,~~250~~368		100	%	$	~~810~~2,107		100	%

The revenue recognized at a point in time was related to product revenue and revenue recognized over time was from non-recurring engineering services.

For the three months ended March 31, 2025, two customers accounted for 59% and 19% of the Company’s revenue, respectively. For the three months ended March 31, 2024, two customers accounted for 39% and 36% of the Company’s revenue, respectively.

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Total revenue for the nine months ended September 30, 2024 and 2023, based on the disaggregation criteria described above are as follows (in thousands):

	Nine Months Ended September 30,
	2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue
Revenue by primary geographical market:
North America	$	5,511		87	%	$	1,464		54	%
Europe		347		5	%		569		21	%
Asia		511		8	%		668		25	%
Total	$	6,369		100	%	$	2,701		100	%
Revenue by timing of recognition:
Recognized at a point in time	$	4,503		71	%	$	2,267		84	%
Recognized over time		1,866		29	%		434		16	%
Total	$	6,369		100	%	$	2,701		100	%

The revenue recognized at a point in time was related to product revenue and revenue recognized over time was from non-recurring engineering services.

For the three months ended September 30, 2024, one customer accounted for 67% of the Company’s revenue. For the three months ended September 30, 2023, two customers accounted for 40% and 11% of the Company’s revenue, respectively.

For the nine months ended September 30, 2024, two customers accounted for 60% and 19% of the Company’s revenue, respectively. For the nine months ended September 30, 2023, two customers accounted for 27% and 13% of the Company’s revenue, respectively.

Contract Assets and Contract Liabilities

As of March 31, 2025 and December 31, ~~2023~~2024, the Company had contract assets of $0.1 million recognized in other current assets. ~~The Company had no contract assets as of September 30, 2024.~~ As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the Company had contract liabilities of $31.1 million and $24.10 million, respectively, included in other current liabilities.

Remaining Performance Obligations

As of March 31, 2025, the total amount of the transaction price allocated to unsatisfied performance obligations for contracts with an original duration greater than one year was $47.3 million, of which approximately 15% is expected to be recognized as revenue over the next 12 months, and the remainder thereafter. Total revenue estimates are based on negotiated contract prices and demand quantities, and could be influenced by risks and uncertainties, including manufacturing or supply chain constraints, modifications to customer agreements, and regulatory changes, among other factors. Accordingly, the actual revenue recognized for the remaining performance obligation in future periods may significantly fluctuate from these estimates.

Note 3. Financial Instruments

The following tables summarize the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy:

	September 30, 2024
	March 31, 2025
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	1812,~~586~~311	$	—	$	—		$	1812,~~586~~311	$	1812,~~586~~311	$	—
Level 1
Money market funds		~~492~~5,404		—		—			~~492~~5,404		~~492~~5,404		—
Level 2
U.S. agency securities		13,802		23		—			13,825		—		13,825
U.S. Agency securities		17,618		2		(3	)		17,617		—		17,617
U.S. Treasury securities		264,~~229~~149		14—		—(1	)		264,~~243~~148		~~11,384~~—		144,~~859~~148
Commercial paper		2019,~~240~~741		253		—(4	)		2019,~~265~~740		—3,496		2016,~~265~~244
Corporate bonds		5521,~~352~~780		655		(119	)		5521,~~406~~776		—		5521,~~406~~776
Subtotal		~~115~~63,~~623~~288		~~127~~10		(1117	)		~~115~~63,~~739~~281		113,~~384~~496		~~104~~59,~~355~~785
Total assets	$	~~134~~81,~~701~~003	$	~~127~~10	$	(1117	)	$	~~134~~80,~~817~~996	$	3021,~~462~~211	$	~~104~~59,~~355~~785
Liabilities
Level 3
Warrant liabilities	$	—	$	—	$	—		$	413,~~955~~658	$	—	$	—
Total liabilities	$	—	$	—	$	—		$	413,~~955~~658	$	—	$	—

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	December 31, 2023
	December 31, 2024
	Adjusted Cost		Unrealized Gain		Unrealized Losses			Fair Value		Cash and Cash Equivalent		Marketable Securities
	(in thousands)
Assets
Cash	$	2114,~~799~~237	$	—	$	—		$	2114,~~799~~237	$	2114,~~799~~237	$	—
Level 1
Money market funds		610,~~266~~645		—		—			610,~~266~~645		610,~~266~~645		—
Level 2
U.S. agency securities		35,962		8		(97	)		35,873		—		35,873
U.S. Government securities		17,492		14		(2	)		17,504		—		17,504
U.S. Treasury securities		1810,~~323~~957		16		~~(14~~—	)		1810,~~310~~963		102,~~482~~000		78,~~828~~963
Commercial paper		3812,~~491~~711		259		(164	)		3812,~~500~~716		—1,982		3810,~~500~~734
Corporate bonds		~~100~~45,~~274~~918		~~136~~31		(~~130~~7	)		~~100~~45,~~280~~942		—		~~100~~45,~~280~~942
Subtotal		~~193~~87,~~050~~078		~~170~~60		(~~257~~13	)		~~192~~87,~~963~~125		103,~~482~~982		~~182~~83,~~481~~143
Total assets	$	~~221~~111,~~115~~960	$	~~170~~60	$	(~~257~~13	)	$	~~221~~112,~~028~~007	$	3828,~~547~~864	$	~~182~~83,~~481~~143
Liabilities
Level 3
Warrant liabilities	$	—	$	—	$	—		$	68,~~772~~528	$	—	$	—
Total liabilities	$	—	$	—	$	—		$	68,~~772~~528	$	—	$	—

The fair value of the private placement warrants and Series A warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option-pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate, and dividend yield.

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Fair value, beginning balance	$	68,~~772~~258		$	906,772
Fair value at issuance of Series A Warrants		—			6,450
Change in the fair value of Series A warrants included in other income (expense), net		5,400			1,500
Change in the fair value of Series A warrants included in other income (expense), net		(1,799	)		300
Change in the fair value of private placement warrants included in other income (expense), net		—			(14	)
Change in the fair value of private placement warrants included in other income (expense), net		(18	)		(68	)
Fair value, closing balance	$	13,658		$	8,258
Fair value, closing balance	$	4,955		$	6,772

The key inputs into the Black-Scholes option pricing model for the private placement warrants were as follows for the relevant periods:

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Expected term (years)		1.40			21.2
Expected volatility		8792.65	%		9490.10	%
Risk-free interest rate		3.8287	%		4.2321	%
Dividend yield		0	%		0	%
Exercise Price	$	57.50		$	57.50

The key inputs into the Black-Scholes option pricing model for the Series A warrants were as follows for the relevant periods:

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Expected term (years)		3.2.7			43.0
Expected volatility		8792.65	%		8790.20	%
Risk-free interest rate		3.5589	%		34.8923	%
Dividend yield		0	%		0	%
Exercise Price	$	5.00		$	5.00

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Note 4. Acquisition of Intangible Assets

As of ~~September~~March 3031, ~~2024~~2025, expected amortization expense relating to purchased intangible assets was as follows (in thousands):

Remainder of 2024	$	225
Remainder of 2025	$	675
2025		900
2026		825
Total future amortization	$	1,~~950~~500

The Company recorded amortization expense related to the acquired intangible assets of $0.2 million for each of the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~September 30, 2023, and $0.7 million for each of the nine months ended September 30,~~ 2024~~, and September 30, 2023~~.

Note 5. Inventories

Inventories consisted of the following (in thousands):

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Raw materials	$	1,~~416~~753	$	21,~~178~~550
Work-in-progress		~~142~~716		~~136~~88
Finished goods		~~567~~1,413		60707
Total inventories	$	23,~~125~~882	$	2,~~374~~345

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Computer equipment	$	3,~~023~~127		$	23,~~795~~121
Lab equipment		8,~~270~~345			78,~~151~~328
Leasehold improvements		3,~~362~~380			3,~~148~~374
Construction in progress		~~347~~3,419			~~1,434~~243
Testing equipment		1,~~956~~662			1,~~455~~847
Manufacturing equipment		5,~~825~~742			45,~~269~~597
Furniture, fixtures and other equipment		~~560~~571			~~458~~566
Total property, plant and equipment	$	2326,~~343~~246		$	2023,~~710~~076
Less: accumulated depreciation		(1113,~~954~~907	)		(812,~~596~~744	)
Total property, plant and equipment, net	$	1112,~~389~~339		$	1210,~~114~~332

Depreciation related to property, plant, and equipment was $1.12 million and $01.81 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~September 30, 2023, respectively, and $3.4 million and $2.5 million for the nine months ended September 30,~~ 2024, ~~and September 30, 2023,~~ respectively.

Note 7. Other current assets

Other current assets consisted of the following (in thousands):

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Prepaid expenses	$	2,~~536~~108	$	2,~~228~~287
Contract assets		—85		~~140~~85
Vendor deposits		~~1,436~~557		~~1,104~~971
Other current assets		3,~~780~~377		14,~~723~~418
Total other current assets	$	76,~~752~~127	$	57,~~195~~761

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Note 8. Other non-current assets

Other non-current assets consist of the following (in thousands):

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Non marketable equity investments	$	5,000	$	5,000
Security deposit		815	$	~~1,116~~815
Other non-current assets		—191		162,491
Total other non-current assets	$	56,~~815~~006	$	68,~~132~~306

In November 2023, the Company made an investment in 700,440 shares of preferred stock of a private company for a cash consideration of $5.0 million, which is classified as non-marketable equity investment. The Company’s investment in the private company represents less than 1% of total capitalization. The Company neither has significant influence over the private company nor does the investment amount to a controlling financial interest in the private company. The Company elected to apply the measurement alternative, and as such, records the investment at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes in orderly transactions. During the period ended ~~September~~March 3031, ~~2024~~2025, the Company did not identify any impairment or observable price changes for this non-marketable equity investment.

Note 9. Other current liabilities

Other current liabilities consisted of the following (in thousands):

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Litigation settlement	$	14,000	$	—14,000
Other current liabilities		4,132		2,524
Deferred revenue		1,114		4,001
Total other current liabilities	$	18,132	$	2,524
Other current liabilities		894		1,173
Total other current liabilities	$	16,008	$	19,174

Note 10. Financing transaction

Private Investment

On November 8, 2023, the Company entered into Subscription Agreements (the “Subscription Agreements”) with entities affiliated with Sylebra Capital Limited (“Sylebra”) and Adage Capital Management, providing for the purchase of an aggregate of 7,360,460 shares of the Company’s common stock, $0.0001 par value per share (the “PIPE Shares”), at a price of $2.90 per PIPE Share for an aggregate purchase price of approximately $21.4 million (the “Private Placement”). The PIPE Shares are recorded as outstanding common stock.

Standby Equity Purchase Agreement

On November 8, 2023, the Company also entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra, pursuant to which the Company will have the right, but not the obligation to sell to Sylebra up to $125 million of its shares of convertible redeemable non-voting preferred stock, subject to satisfaction of certain conditions, by November 8, 2026. Each sale the Company requests under the Facility Agreement (each, an “Advance” and collectively, the “Advances”) may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent).

When and if issued, the preferred stock will be issued at a price per share of $10,000. Holders of the preferred stock will be entitled to a quarterly dividend at the rate of 7.0% per annum payable in cash or in kind at the option of the Company. The preferred stock will have an initial liquidation preference of $12,000 per share, plus accrued dividends. The preferred stock will have no voting rights as a class or series except in such instances as required by Delaware law or certain matters enumerated in the Facility Agreement related to the protection of the preferred stock.

The preferred stock will be convertible at the option of the holders into the number of shares of common stock equal to $10,000 divided by the then-applicable conversion price. At any time after the two year anniversary of any issuance of any series of preferred stock, the Company will have the option to convert all (but not less than all) of any series of then-outstanding preferred stock by paying a make-whole payment, in either stock or cash, equal to three years of dividends, provided that the closing price of the common stock exceeds 250% of the then-applicable conversion price for at least 20 out of 30 consecutive trading days prior to the date of conversion. To the extent, if any, a conversion would result in the holder thereof becoming the beneficial owner of more than 19.9% of the Company’s outstanding common stock, the Company will issue to such holder a pre-funded warrant in the form attached to the Facility Agreement. The preferred stock will be subject to customary pre-emptive rights.

The Company’s right to request Advances is conditioned upon the Company achieving a minimum of one new passenger auto-original equipment manufacturer (“OEM”) or commercial OEM program award with at least a 50,000 unit volume, the trading price of the common stock being below $15 at the time of the Advance request and other customary conditions.

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Any preferred stock issued in connection with the Facility Agreement will rank senior to common stock upon the Company’s liquidation, dissolution or winding up. Any such preferred stock will be entitled to priority cumulative dividends which shall accrue daily from and after the original issue date of such preferred stock and shall compound on a quarterly basis on each dividend payment date. The accrued dividends shall in all cases be payable upon liquidation.

The Company shall pay dividends on each share of preferred stock in cash or in kind through issuance of shares of common stock with an aggregate value equal to the amount of the dividend to have been paid divided by the dividend conversion price. The board of directors of the Company may at its sole discretion elect to pay the dividends in cash in lieu of shares of common stock. The preferred stock has no voting rights unless it is converted into shares of common stock. Additionally, upon the occurrence of a change of control, the holders of preferred stock shall be entitled to receive in full a liquidating purchase in cash and in the amount per share of the preferred stock equal to the sum of (i) the liquidation preference plus (ii) accrued dividends with respect to such shares of preferred stock.

In connection with this financing, the Company also paid the entities affiliated with Sylebra, (a) a facility fee in the amount of $2.5 million, (b) an origination fee in the amount of $0.6 million, (c) an administrative fee in the amount of $0.3 million and (d) fees and expenses of Sylebra and its counsel, of approximately $0.4 million. The issuance costs related to the Facility Agreement were expensed as incurred as it failed to meet the equity classification guidance under ASC 815-40, and were deemed to be a derivative asset. The fair value of the derivative asset was not material as of and for the period ended ~~September~~March 3031, ~~2024~~2025.

In addition, upon receipt of stockholder approval in December 2023, the Company issued to Sylebra 3,000,000 Series A Warrants to purchase shares of common stock at an exercise price of $5.00. The Company analyzed the Series A Warrants and determined that they are freestanding and do not exhibit any of the characteristics within ASC 480, and as such do not meet the characteristics of a liability under ASC 480. However, Series A Warrants do not meet all requirements for equity classification under ASC 815, and therefore are classified as a liability on the Company’s condensed consolidated balance sheets.

As of ~~September~~March 3031, ~~2024~~2025, the Company had 3,000,000 Series A Warrants outstanding. The Series A Warrants were issued as consideration for entering into the Facility Agreement as discussed above. Each Series A Warrant is currently exercisable and expires in December 2027. Holders shall not have the right to exercise the Series A Warrants to the extent such person would beneficially own in excess of 19.9% of the Company’s outstanding common stock immediately after giving effect to such exercise.

The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances including in the event of a stock dividend or split, subsequent rights offerings, pro rata purchases, merger, reorganization, recapitalization, or spin-off. However, the Series A Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. The Series A Warrants do not entitle the holders to any voting rights, dividends or other rights as a stockholder of the Company prior to being exercised for common stock.

Note 11. Capital Structure

As of ~~September~~March 3031, ~~2024~~2025, the Company was authorized to issue up to 422,000,000 shares of common stock, each with a par value of $0.0001 per share.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, no shares of preferred stock were issued and outstanding.

Warrants

As of ~~September~~March 3031, ~~2024~~2025, the Company had 212,~~414~~074,~~976~~876 public warrants and 76384,~~800~~000 private warrants outstanding, exercisable for 2,491,776 shares of common stock. ~~Each~~Every five public and private warrant entitles the registered holder to purchase one share of common stock at a price of $57.50 per share. Additionally, the Company also issued 3,000,000 Series A Warrants in connection with the Facility Agreement. Each Series A ~~Warrants~~Warrant entitles the registered holder to purchase one share of common stock at an exercise price of $5.00 per share.

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Note 12. ~~Earnings (~~Loss) Per Share

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except per share data):

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Numerator:
Net loss attributable to common stockholders	$	(3734,~~396~~867	)	$	(3335,~~238~~326	)		~~(116,115~~	)		~~(104,367~~	)
Denominator:
Weighted average shares of common stock outstanding — Basic		53,704,039			44,565,164			53,149,318			44,200,670
Weighted average shares of common stock outstanding — Basic and Diluted		54,750,088			52,742,725
Dilutive effect of potential common stock		—			—			—			—
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.64	)	$	(0.67	)
Weighted average shares of common stock outstanding — Diluted		53,704,039			44,565,164			53,149,318			44,200,670
Net loss per share attributable to common stockholders — Basic and Diluted	$	(0.70	)	$	(0.75	)	$	(2.18	)	$	(2.36	)

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023
	2025		2024
Common stock options issued and outstanding		2,~~372~~370,~~083~~399		2,~~499~~386,~~451~~503
Restricted stock units		65,~~615~~404,~~696~~916		5,~~228~~484,~~873~~398
Performance-based restricted stock units		1,911,765		1,911,765
Common stock warrants		2,491,~~775~~776		2,491,~~775~~776
Series A warrants		3,000,000		—3,000,000
Total		1615,~~391~~178,~~319~~856		1215,~~131~~274,~~864~~442

Note 13. Stock-based Compensation

Stock Options

The Company maintains the 2016 Stock Incentive Plan and the 2021 Incentive Award Plan (the “Stock Plans”) under which incentive stock options, non-qualified stock options and restricted stock units (“RSU”) may be granted to employees. Under the Stock Plans, the Company has 14,~~399~~076,~~324~~200 shares available for issuance as of ~~September~~March 3031, ~~2024~~2025.

Under the terms of the Stock Plans, incentive stock options must have an exercise price at or above the fair market value of the stock on the date of the grant, while non-qualified stock options are permitted to be granted below fair market value of the stock on the date of grant. The majority of stock options granted have service-based vesting conditions only. The service-based vesting conditions vary; however, typically stock options vest over four years with 25% of stock options vesting on the first anniversary of the grant and the remaining 75% vesting monthly over the remaining 36 months. Option holders have a ten-year period to exercise the options before they expire.

A summary of the Company’s stock option activity, for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, was as follows:

	Number ofOptions			Weighted-AverageExercise Price		Weighted-AverageRemainingContractualLife (Years)		AggregateIntrinsic Value(in thousands)
Outstanding as of December 31, 2023		2,414,730		$	2.79		5.73	$	4,004
Outstanding as of December 31, 2024		2,370,672		$	2.81		4.75	$	6,055
Exercised		(42,249	)		1.78		—		—
Granted		—			—		—		—
Forfeited		(398	)		2.74		—		—
Exercised		(273	)		2.73		—		—
Outstanding as of September 30, 2024		2,372,083		$	2.81		5.01	$	2,810
Forfeited		—			—		—		—
Vested and exercisable as of September 30, 2024		2,323,091		$	2.56		4.96	$	2,810
Outstanding as of March 31, 2025		2,370,399		$	2.81		4.51	$	11,058
Vested and expected to vest as of September 30, 2024		2,372,083		$	2.81		5.01	$	2,810
Vested and exercisable as of March 31, 2025		2,339,779		$	2.65		4.47	$	11,058
Vested and expected to vest as of March 31, 2025		2,370,399		$	2.81		4.51	$	11,058

There were no options granted during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. As of ~~September~~March 3031, ~~2024~~2025, the Company had $0.32 million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 10.27 years.

Restricted Stock Units and Performance-based Restricted Stock Units (“PBRSUs”)

Beginning November 2020, the Company granted RSUs and PBRSUs to certain employees and consultants pursuant to its 2016 and 2020 Stock Plans. RSUs typically vest 25 percent upon the one-year anniversary date from the initial vesting date, with 12.5% vesting on each six-month

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~~Restricted~~ ~~Stock~~anniversary ~~Units~~date ~~and~~over ~~Performance~~the following three years. The RSUs are subject to time-based ~~Restricted~~vesting ~~Stock~~conditions. ~~Units (“~~PBRSUs”) are subject to a time-based vesting condition and a performance condition or market condition.

In May 2023, the Company granted a total of 1,176,471 PBRSUs pursuant to the 2021 Incentive Award Plan to certain executives that vest on achieving certain operational milestones as defined in the individual grant agreements subject to continued employment through 2025. Stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. If satisfaction of the performance condition is not probable, stock-based compensation cost recognition is deferred until it becomes probable. The Company reassesses the probability as to whether satisfaction of the performance condition is probable on a quarterly basis, and stock-based compensation cost is adjusted based on the portion of the requisite service provided. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest or the performance period lapses. The weighted-average grant date PBRSU fair value of $5.10 per share is determined based upon the market closing price of the Company’s common stock on the date of grant. As of ~~September~~March 3031, ~~2024~~2025, the total unrecognized compensation expense related to the performance-based PBRSUs was $1.97 million, which is expected to be amortized over a weighted-average period of 10.37 years.

In May 2023, the Company also granted a total of 735,294 market-based PBRSUs pursuant to the 2021 Incentive Award Plan to certain executives that vest over a multi-year period, upon continued service and when the volume-weighted average price per share (“VWAP Average”) of the Company’s common stock for the preceding 30 consecutive trading days equals or exceeds the target stock price for the indicated year. The Company recognizes stock-based compensation based upon the grant date fair value on an accelerated attribution basis over the requisite service period of the award. Provided that the requisite service is rendered, the total fair value of the market-based PBRSUs at the date of grant is recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the achievement of the specified market criteria. These PBRSUs neither carry rights to dividends nor voting rights until the shares are issued or transferred to the recipient. Awards are forfeited if an employee leaves the Company before the PBRSUs vest. The weighted-average grant date fair value of the market-based PBRSUs was $1.40 per share. The Company estimated the fair value of the market-based PBRSUs award on the grant date using the Monte Carlo simulation model with the following assumptions:



Expected term (years)	0.5 - 4.7
Expected volatility		70.9	%
Risk-free interest rate		3.29	%
Dividend yield		0	%
Share price	$	5.10

As of ~~September~~March 3031, ~~2024~~2025, the total unrecognized compensation expense related to the market-based PBRSUs was $0.65 million, which is expected to be amortized over a weighted-average period of 2.62 years.

The following table summarizes the Company's RSU activity (excluding PBRSUs) for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

	Shares			Weighted AverageGrant DateFair Valueper Share
Outstanding as of December 31, 2023		5,204,177		$	9.65
Outstanding as of December 31, 2024		6,549,869		$	5.48
Granted		4271,~~061,272~~682			36.5338
Released		(1860,~~545,839~~709	)		106.9698
Forfeited		(1555,~~103,914~~926	)		75.5314
Outstanding as of September 30, 2024		6,615,696		$	5.93
Outstanding as of March 31, 2025		5,404,916		$	5.32

As of ~~September~~March 3031, ~~2024~~2025, the Company had $3324.0 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 2.74 years. ~~The above table excludes 1,911,765 PBRSUs granted to certain executive officers during the year ended December 31, 2023, and outstanding as of the nine months ended September 30, 2024.~~

Compensation expense

Total stock-based compensation expense by function was as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Cost of revenue	$	4231	$	~~161~~102	$	~~208~~	$	~~858~~
Research and development expenses		42,~~261~~977		3,~~094~~989		~~12,439~~		~~12,717~~
General and administrative expenses		1,~~983~~376		~~1,654~~907		~~3,803~~		~~3,989~~
Selling and marketing expenses		219		240		680		589
Sales and marketing expenses		180		263
Total	$	64,~~505~~564	$	5,~~149~~261	$	~~17,130~~	$	~~18,153~~

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Note 14. Income Taxes

There ~~has~~is ~~historically been~~ no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company recognized a $0.1 million provision for income taxes related to foreign operations.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company has completed an analysis as of December 31, ~~2022~~2024 and does not expect any net operating loss carryforwards or tax credit carryforwards to expire due to a limitation.

Note 15. Commitments and Contingencies

Leases

The weighted-average remaining lease terms were 1.40 ~~years~~year and 21.02 years as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively. The weighted-average discount rate was 6.04% as of ~~both~~March ~~September 30~~31, ~~2024~~2025 and December 31, ~~2023. Operating lease cost for the three months ended September 30,~~ 2024, ~~and 2023, was $1.1 million and $0.9 million,~~ respectively. Operating lease cost for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, was $31.20 million and $21.70 million, respectively.

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of ~~September~~March 3031, ~~2024~~2025 (in thousands):

	Operating Leases
Remainder of 2024	$	1,000
Remainder of 2025	$	2,153
2025		3,157
2026		729
2026		728
Total minimum lease payments		2,882
Total minimum lease payments		4,885
Less: imputed interest		(73	)
Less: imputed interest		(194	)
Total lease liability	$	2,809
Total lease liability	$	4,691

Litigation

From time to time, the Company is involved in actions, claims, suits, and other proceedings in the ordinary course of business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, or employment-related matters. When it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated, the Company records a liability for such loss contingencies. The Company’s estimates regarding potential losses and materiality are based on the Company’s judgment and assessment of the claims utilizing currently available information. Although the Company will continue to reassess its reserves and estimates based on future developments, the Company’s objective assessment of the legal merits of such claims may not always be predictive of the outcome and actual results may vary from the Company’s current estimates.

Litigation – other matters

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 iswas captioned Louis Smith v. Ahmed M. Fattouh, et al., No. 2024-0221 (Del. Ch.), ~~2024~~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”). 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, the Company agreed to assume certain indemnification obligations to IPV’s former directors and officers.

On July 2, 2024, the Company and the parties to the Delaware Stockholder Litigation entered into a term sheet, ~~which~~and ison ~~being~~December ~~memorialized~~6, 2024 entered into a formal settlement agreement, ~~and~~ which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, the Company has agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims related to the business combination and expects to recover $2.5 million from an insurance carrier. The settlement is being paid pursuant to the Company’s indemnification obligations and from available director and officer insurance policies.

As of ~~September~~March 3031, ~~2024~~2025, the Company has accrued a contingent liability of $14.0 million in other current liabilities on the accompanying condensed consolidated balance sheets in connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery in other current assets on the accompanying condensed consolidated balance sheets. The Company has 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 accompanying condensed consolidated statements of operations and comprehensive loss.

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Indemnifications

In the ordinary course of business, the Company is not subject to potential obligations under guarantees that fall within the scope of FASB ASC Guarantees (Topic 460), except for standard indemnification provisions that are contained within many of the Company’s customer agreements and give rise only to disclosure requirements prescribed by Topic 460. Indemnification provisions contained within the Company’s customer agreements are generally consistent with those prevalent in the Company’s industry. The Company has not incurred any obligations under customer indemnification provisions and does not expect to incur significant obligations in the future. Accordingly, the Company does not maintain accruals for potential customer indemnification obligations.

Note 16. Segment Information

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision-maker (“CODM”), consisting of the Company’s chief executive officer and the Company’s chief technology officer as a group, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. ~~Since~~The ~~the~~CODM ~~Company~~uses ~~operates~~net loss as ~~one~~the ~~operating~~measure ~~segment,~~of ~~all~~profit ~~required~~and ~~financial~~loss ~~segment~~to ~~information~~allocate ~~can~~resources beand ~~found~~assess inperformance. The CODM regularly reviews net loss as reported on the Company's condensed consolidated ~~financial~~ statements of operations. Financial forecasts and budget to actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures are also reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the table below on net loss.

The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than as presented in the Company's condensed consolidated balance sheets.

The table below presents the Company's consolidated operating results including segment expenses (in thousands):


	Three Months Ended March 31,
	2025			2024
Net revenues	$	3,368		$	2,107
Less:
Stock-based compensation expense (1)		4,564			5,261
Cost of revenue (excluding 1)		3,027			3,397
Research and development expenses (excluding 1)		18,592			21,023
General and administrative expenses (excluding 1)		5,841			7,504
Selling and marketing expenses (excluding 1)		1,762			2,266
Loss from Operations		(30,418	)		(37,344	)
Change in fair value of warrant liabilities (2)		(5,400	)		(437	)
Interest income		1,007			2,457
Other income (expense), net (excluding 2)		1			(2	)
Income tax provision		(57	)		—
Net loss	$	(34,867	)	$	(35,326	)

Revenues from External Customers

Revenues from customers outside the United States were 7% and 21% of total revenues for the three months ended March 31, 2025 and March 31, 2024 respectively.

Long-Lived Assets

The following table sets forth the Company’s property, plant, and equipment, net by geographic region (in thousands):

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
North America	$	78,~~228~~920	$	86,~~675~~645
Asia		43,~~161~~419		3,~~439~~687
Total	$	1112,~~389~~339	$	1210,~~114~~332

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Note 17. Subsequent Event

On May 13, 2025, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain accredited investor (the “Investor”) pursuant to which the Company agreed to sell and issue to the Investor in a private placement (the “Offering”) an aggregate of 3,509,719 shares of common stock of the Company, par value $0.0001 at a price of $9.26 per share, for aggregate gross proceeds of approximately $32.5 million. The purchase price is approximately equal to the volume weighted average price (the “VWAP”) of the common stock for the seven trading days ended May 9, 2025. However, in the event that the VWAP calculated for ten (10) days immediately preceding the Record Date is less than $7.41, the price per share shall be equal to such VWAP calculated for ten (10) days immediately preceding the Record Date; provided, further that the price per share shall be no less than such amount that would render the Investor as holder of more than 9.9% of the Company stock. The “Record Date” shall mean the earlier of (a) two months after the signing of the Subscription Agreement, or (b) the date the closing conditions have been completed. The Offering is expected to close upon completion of customary closing conditions, including regulatory approval.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of Aeva’s results of operations and financial condition should be read in conjunction with the information set forth in the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon Aeva’s current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (the “~~2023~~2024 Form 10-K”) under the heading “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “we,” “our,” “us” “the Company” or “Aeva” refer to the business of Aeva Technologies, Inc., a Delaware corporation, and its subsidiaries.

On March 18, 2024, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of shares of common stock, $0.0001 par value (the “common stock”). Pursuant to the Reverse Stock Split, every five (5) shares of issued and outstanding shares of common stock were combined into one (1) share of common stock. All share and per share amounts presented herein have been retroactively adjusted to reflect the Reverse Stock Split. There was no change to the shares authorized or in the par value per share of common stock of $0.0001.

The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. The Company did not issue fractional shares in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to fractional shares of common stock were instead entitled to receive a proportional cash payment. The number of shares of common stock issuable under our equity incentive plans and exercisable under the outstanding warrants were also proportionately adjusted.

Overview

Our vision is to bring perception to broad applications. Through our Frequency Modulated Continuous Wave ("FMCW") sensing technology, we believe we are introducing the world’s first 4D LiDAR-on-chip that, along with our proprietary software applications, has 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 multidisciplinary team of engineers and operators experienced in the field of sensing and perception, Aeva’s 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 combines silicon photonics technology that is proven in the telecom industry with precise instant velocity measurements and long-range performance for commercialization.

As a development stage company, we work closely with our customers on the development and commercialization of their programs and the utilization of our products in such programs. Thus far, our customers have purchased prototype products and engineering services from us for use in their research and development programs. We are expanding our manufacturing capacity through third-party manufacturers to meet our customers’ anticipated demand for the production of our products.

Unlike legacy 3D LiDAR, which relies on Time-of-Flight (“ToF”) technology and measures only depth and reflectivity, Aeva’s solution leverages a proprietary FMCW technology to measure velocity in addition to depth, reflectivity and inertial motion. We believe the ability of Aeva’s solution to measure instant velocity for every pixel is a significant advantage over ToF-based sensing solutions. Furthermore, Aeva’s technology is free from interference from other LiDAR and sunlight, and our core innovations within FMCW are intended to enable autonomous vehicles to see at significantly higher distances of up to 500 meters.

We believe Aeva is uniquely positioned to provide a superior solution with the potential to enable higher level of automation for vehicles. Furthermore, we believe the advantages of our 4D LiDAR-on-chip allow us to provide the first LiDAR solution that is fully integrated onto a chip with superior performance at scale, with the potential to drive new categories of perception across industrial automation, consumer devices, and security markets.

Key Factors Affecting Aeva’s Operating Results

We believe that Aeva's future performance and success depends to a substantial extent on our ability to capitalize opportunities, which in turn is subject to significant risks and challenges, including those discussed in Part I, Item 1A of the ~~2023~~2024 Form 10-K under the heading “Risk Factors.”

Pricing, Product Cost and Margins. Our pricing and margins will depend on the volumes and the features, as well as specific market applications of the solutions we provide to our customers. We have customers with technologies in various stages of development across different market segments. We anticipate that our prices will vary by market and application due to market-specific product and commercial requirements, supply and demand dynamics and product lifecycles.

Aeva’s future performance will depend on our ability to deliver on economies of scale. Our customers will require that our perception solutions be manufactured and sold at per-unit prices that are competitive. Our ability to compete in key markets will depend on the success of our efforts to efficiently and reliably produce cost-effective perception solutions that are competitively priced and affordable for our commercial-stage customers.

Additionally, the macroeconomic conditions in the industry, the growing emergence of competition in advanced assisted driving sensing and software technologies globally can negatively impact pricing, margins and market share. Our business is impacted by various macroeconomic factors, including inflation, interest rates, levels of consumer confidence and consumer debt, fuel and energy costs, and other economic conditions. In addition, we are susceptible to supply chain disruptions, which may be exacerbated by changes to tariffs and trade policies. Given the nature of these macroeconomic factors, we cannot predict whether or for how long certain trends will continue, nor can we predict to what degree these trends will impact us in the future. If ~~Aeva~~we ~~does~~do not generate the margins we expect upon commercialization of our perception solutions, ~~Aeva~~we may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous ~~or highly dilutive~~ to ~~our~~Aeva’s stockholders.

2021

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Commercialization of LiDAR-based Applications. We expect that our results of operations, including revenue and gross margins, will fluctuate on a quarterly basis for the foreseeable future as our customers continue on research and development projects and begin to commercialize advanced driver assist, autonomous and industrial automation solutions that rely on LiDAR technology. AsThe development cycles of our products with new customers varies widely depending on the application, market, customer and the complexity of the product, and can vary from several months to seven or more years depending on the industry. 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 products by our customers. As customers reach the commercialization phase and as the market for LiDAR solutions matures, these fluctuations in our operating results may become less pronounced.

Sales Volume. Each product program will have an expected range of sales volumes, depending on the end market demand for our customers’ products as well as market application. This can depend on several factors, including market penetration, product capabilities, size of the end market that the product addresses and our end customers’ ability to sell their products. In addition to end market demand, sales volumes also depend on whether our customer is in the development or production phase. In certain cases, we may provide volume discounts or strategic customer pricing on sales of our solutions, which may or may not be offset by lower manufacturing costs related to higher volumes which in turn could adversely impact our gross margins. Aeva’s ability to ultimately achieve profitability is dependent upon progression of existing relationships to production and our ability to meet required volumes and required cost targets and gross margins. Delays of our current and future customers’ programs could result in Aeva being unable to achieve our revenue targets and profitability in the time frame we anticipate. Such delays could result in Aeva requiring to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous or highly dilutive to our stockholders.

Basis of Presentation

Our condensed consolidated financial statements include the accounts of our wholly owned subsidiaries. We have eliminated intercompany accounts and transactions.

Components of Results of Operations

Revenue

Revenue consists of sales of perception solutions or sensing systems and non-recurring engineering services.

Aeva is engaged in design, manufacturing and sale of LiDAR sensing systems and related perception and autonomy-enabling software solutions serving customers in automotive, industrial, and other markets. Under our customer agreements, Aeva delivers a specified number of sensing systems at a fixed price under customary terms and conditions. The sensing system units sold under these agreements are typically prototypes that are used by the customer for its research, development, evaluation, pilot, or testing purposes. We also enter into non-recurring engineering service arrangements with certain of our customers to customize Aeva’s perception solution to meet customer specific requirements.

Cost of revenue and gross profit

Cost of revenue principally includes direct material, direct labor and allocation of overhead associated with manufacturing operations, including inbound freight charges and depreciation expense. Cost of revenue also includes the direct cost and appropriate allocation of overhead involved in execution of non-recurring engineering services. Aeva’s gross profit equals total revenue less total cost of revenue.

Operating expenses

Research and development expenses

Aeva’s research and development efforts are focused on enhancing and developing additional functionality for our existing products and on new product development. Research and development expenses consist primarily of:

•

Personnel-related expenses, including salaries, benefits, and stock-based compensation expense, for personnel in Aeva’s research and engineering functions; and

•

Expenses related to materials, software licenses, supplies, and third-party services.

Aeva recognizes research and development expenses as incurred.

General and administrative expenses

General and administrative expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s executive, finance, information systems, human resources, and legal teams, as well as legal and accounting fees for professional and contract services.

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Selling and marketing expenses

Selling and marketing expenses consist of personnel and personnel-related expenses, including salaries, benefits, and stock-based compensation expense of Aeva’s business development team as well as advertising and marketing expenses. These include the cost of trade shows, promotional materials, and public relations.

Interest income and interest expense

Interest income consists primarily of income earned on Aeva’s cash equivalents and investments in marketable securities. Interest income varies based on Aeva’s cash equivalents and marketable securities balance and changes in the interest rates.

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Other income and expense

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

Results of Operations

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this Quarterly Report on Form 10-Q.

Comparison of the Three Months Ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024

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

	Three Months Ended September 30,
	Three Months EndedMarch 31,
	2024			2023			Change$			Change%
	2025			2024			Change$			Change%
	(in thousands, except percentages)
Revenue	$	23,~~250~~368		$	~~810~~2,107		$	1,~~440~~261			~~178~~60	%
Cost of revenue		23,~~971~~058			23,~~525~~499			~~446~~(441	)		18(13	)%
Gross loss		(721	)		(1,715	)		994			(58	)%
Gross profit (loss)		310			(1,392	)		1,702			(122	)%
Operating expenses:
Research and development expenses		2721,~~116~~569			2325,~~787~~012			(3,~~329~~443	)		(14	)%
General and administrative expenses		87,~~456~~217			8,~~474~~411			(181,194	)		(014	)%
Selling and marketing expenses		1,~~583~~942			12,~~520~~529			63(587	)		4(23	)%
Litigation settlement, net		—			—			—
Total operating expenses		30,728			35,952			(5,224	)		(15	)%
Total operating expenses		37,155			33,781			3,374			10	%
Loss from operations		(30,418	)		(37,344	)		6,926			(19	)%
Loss from operations		(37,876	)		(35,496	)		(2,380	)		7	%
Interest income		1,007			2,457			(1,450	)		(59	)%
Interest income		1,770			2,219			(449	)		(20	)%
Other income (expense), net		(5,399	)		(439	)		(4,960	)		1130	%
Other income (expense), net		(1,268	)		39			(1,307	)		(3351	)%
Net loss before taxes		(34,810	)		(35,326	)		516			(1	)%
Net loss before taxes		(37,374	)		(33,238	)		(4,136	)		12	%
Income tax provision		57			—			57			100	%
Income tax provision		22			—			22			100	%
Net loss	$	(34,867	)	$	(35,326	)	$	459			(1	)%
Net loss	$	(37,396	)	$	(33,238	)		(4,158	)		13	%

Revenue

Revenue increased by $1.43 million or ~~178~~60% during the three months ended ~~September~~March 3031, ~~2024~~2025 as compared to the three months ended ~~September~~March 3031, ~~2023~~2024. The increase was primarily due to an increase in the total number of units sold and an increase in non-recurring engineering revenue recognized during the current period, which is dependent upon the timing of the work performed for our customers. ~~This increase was partially offset by a decrease in the per unit average selling price of the units sold.~~

Cost of revenue

Cost of revenue ~~increased~~decreased by $0.4 million or 1813%, during the three months ended ~~September~~March 3031, ~~2024~~2025, from the three months ended ~~September~~March 3031, ~~2023~~2024. The ~~increase~~decrease was primarily due to ana ~~increase~~decrease in the production cost ~~of revenue~~ related to units sold ~~and an increase in non-recurring engineering revenue recognized~~ during the current period as compared to the prior period.

Operating expenses

Research and development expenses

Research and development expenses ~~increased~~decreased by $3.34 million, or 14%, to $2721.16 million for the three months ended ~~September~~March 3031, ~~2024~~2025, from $2325.80 million for the three months ended ~~September~~March 3031, ~~2023~~2024. Research and development expenses ~~increased~~decreased primarily due to ana ~~increase of~~ $2.82 million decrease in ~~material~~payroll ~~expenses~~ related ~~to product development~~expense, a $01.40 million ~~increase~~decrease in ~~software~~stock ~~subscription~~based compensation expense, a $0.32 million ~~increase~~decrease in ~~facility~~research and ~~other~~development ~~related~~material expense ~~and a $0.2 million increase in depreciation expense~~, ~~partially offset by~~ a $0.13 million decrease in ~~payroll~~consulting ~~related~~ expense, and a $0.1 million decrease in ~~legal~~travel expense, apartially ~~$0.1~~offset ~~million~~by ~~decrease in lab supplies, and~~ a $0.14 million ~~decrease~~increase in ~~travel~~software license expense.

General and administrative expenses

General and administrative expenses were virtually flat for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

Selling and marketing expenses

Selling and marketing expenses increased by $0.1 million, or 4%, to $1.6 million for the three months ended September 30, 2024, from $1.5 million for the three months ended September 30, 2023. The increase was primarily due to an increase in payroll related expense.

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Interest income

Interest income decreased by $0.4 million, or 20%, during the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

Other income (expense), net

Other income decreased by $1.3 million for the three months ended September 30, 2024 primarily due to an increase in the fair value of Series A warrants during three months ended September 30, 2024.

Comparison of the Nine Months Ended September 30, 2024, and 2023

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

	Nine Months Ended September 30,
	2024			2023			Change $			Change %
	(in thousands, except percentages)
Revenue	$	6,369		$	2,701			3,668			136	%
Cost of revenue		9,330			7,715			1,615			21	%
Gross loss		(2,961	)		(5,014	)		2,053			(41	)%
Operating expenses:
Research and development expenses		78,324			76,306			2,018			3	%
General and administrative expenses		25,530			24,020			1,510			6	%
Selling and marketing expenses		5,818			5,603			215			4	%
Litigation settlement, net		11,500			—			11,500			100	%
Total operating expenses		121,172			105,929			15,243			14	%
Loss from operations		(124,133	)		(110,943	)		(13,190	)		12	%
Interest income		6,327			6,508			(181	)		(3	)%
Other income (expense), net		1,836			68			1,768			2,600	%
Net loss before taxes		(115,970	)		(104,367	)		(11,603	)		11	%
Income tax provision		145			—			145			100	%
Net loss	$	(116,115	)	$	(104,367	)	$	(11,748	)		11	%

Revenue

Revenue increased by $3.7 million, or 136% during the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase was primarily due to an increase in units sold and an increase in non-recurring engineering services recognized during the current period, which is dependent upon the timing of the work performed for our customers. The increase was partially offset by a decrease in per unit average selling price of the units sold.

Cost of revenue

Cost of revenue increased by $1.6 million, or 21%, during the nine months ended September 30, 2024, from the nine months ended September 30, 2023. The increase was primarily due to an increase in the sale of the prototype units sold during the current period as compared to the prior period, an increase in cost of revenue related to the non-recurring services revenue and an inventory impairment during the nine months ended September 30, 2024.

Operating expenses

Research and development expenses

Research and development expenses increased by $2.0 million, or 3%, to $78.3 million for the nine months ended September 30, 2024, from $76.3 million for the nine months ended September 30, 2023. Research and development expenses increased primarily due to a higher employee cost related to research and development, including a $1.3 million increase in payroll related expense, a $0.9 million increase in software subscription expense, and an $0.8 million increase in consulting and service fees, as well as a $0.5 million increase in depreciation expense, and a $0.3 million increase in facility related expense. This was partially offset by a $1.1 million decrease in research and development materials cost, a $0.3 million decrease in stock-based compensation expense, a $0.2 million decrease in lab supplies, and $0.2 million decrease in legal expense.

General and administrative expenses

General and administrative expenses increased by $1.5 million, or 6%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. General and administrative expenses increased primarily due to an increase in employee related expenses of $1.8 million, a $0.7 million increase in professional fees, a $0.3 million legal expense, and a $0.3 million increase travel expenses and other expense,

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~~partially~~General ~~offset by a $0.8 million decrease in insurance expense, a $0.4 million decrease in recruiting expenses, a $0.2 million decrease in depreciation~~ and aadministrative ~~$0.2 million decrease in stock-based compensation.~~ expenses

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

Selling and marketing expenses

Selling and marketing expenses ~~increased~~decreased by $0.26 million, or 423%, to $51.89 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, from $52.65 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The ~~increase~~decrease was primarily due to ana ~~increase~~decrease in marketing expense by $0.4 million and payroll related ~~expenses~~expense by $0.2 million.

Litigation settlement, net

During the nine months ended September 30, 2024, we recorded a litigation settlement expense (net) of $11.5 million, related to the Delaware Stockholder Litigation (as defined in Note 15 to our condensed consolidated financial statements).

Interest income

Interest income decreased by $01.25 million, or 359%, during the ~~nine~~three months ended ~~September~~March 3031, 2025, as compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The decrease was due to a decrease in the overall balance of interest-bearing cash equivalents and marketable securities, ~~partially~~for ~~offset~~the bythree amonths ~~change~~ended inMarch 31, 2025 as compared to the ~~interest~~three ~~rate~~months ended March 31, 2024.

Other income (expense), net

Other income ~~increased~~(expense), net changed by $15.80 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024,~~2025 primarily due to aan ~~decrease~~increase in the fair value of Series A ~~warrant liability during nine months ended September 30, 2024~~warrants.

Liquidity and Capital Resources

Sources of Liquidity

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

On November 8, 2023, we entered into ~~Subscription~~subscription ~~Agreements~~agreements providing for the purchase of common stock resulting in net proceeds of $20.6 million ~~(“November PIPE”)~~. Also on November 8, 2023, we entered into a Standby Equity Purchase Agreement (as amended from time to time, the “Facility Agreement”) with entities affiliated with Sylebra. Pursuant to the Facility Agreement, we have the right, but not the obligation, to sell to Sylebra up to $125.0 million of shares of preferred stock, at our request until November 8, 2026, subject to the terms of the Facility Agreement and the satisfaction of certain conditions as described in Note 10 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Each sale we request under the Facility Agreement may be for a number of shares of preferred stock with an aggregate value of at least $25.0 million but not more than $50.0 million (except with Sylebra’s consent). We paid Sylebra a facility fee ~~in the amount~~ of $2.5 million, an origination fee ~~in the amount~~ of $0.6 million, and an administrative fee ~~in the amount~~ of $0.3 million and reimbursed $0.4 million to Sylebra for its fees and expenses. In addition, we issued to Sylebra Series A warrants to purchase 3,000,000 shares of common stock at an exercise price of $5.00.

On July 2, 2024, Aeva and the parties to the Delaware Stockholder Litigation entered into a term sheet, ~~which~~and ison ~~being~~December ~~memorialized~~6, 2024 entered into a formal settlement agreement, ~~and~~ which will be subject to court approval, to fully and finally resolve the Delaware Stockholder Litigation. In connection with the settlement, we have agreed to pay a total settlement cost of $14.0 million in exchange for a release of all claims related to the business combination and expect to recover $2.5 million from insurance carrier. The settlement is being paid pursuant to our indemnification obligations and from available director and officer insurance policies. As of ~~September~~December 3031, 2024, we have accrued a contingent liability of $14.0 million connection with the settlement of the Delaware Stockholder Litigation, and a $2.5 million insurance recovery. See Note 15 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the Delaware Stockholder Litigation.

To date, we have incurred negative cash flows from operating activities and incurred losses from operations as reflected in our accumulated deficit of $~~575~~646.7 million as of ~~September~~March 3031, ~~2024~~2025. We expect to continue to incur operating losses due to continued investments that we intend to make in our business, including development of products. As of ~~September~~March 3031, ~~2024~~2025, ~~Aeva~~we had cash and cash equivalents and marketable securities totaling $~~134~~81.80 million. ~~Aeva~~We also ~~has~~have the ability to draw on the Facility Agreement up to $125.0 million through November 8, 2026 in exchange for the issuance of preferred shares, and we intend to draw down on the Facility Agreement if and as required by our capital needs. As of March 31, 2025, all conditions to draw under the Facility Agreement were met. We believe that our liquidity, including financing available to us through the Facility Agreement, will be sufficient ~~for Aeva~~ to fund our operating and capital expenditure for at least 12 months from the date of issuance of ~~these~~the ~~unaudited~~ condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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Cash Flow Summary

The following table summarizes our cash flows for the periods presented:

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
	(in thousands)
Cash used in operating activities	$	(8630,~~015~~792	)	$	(9130,~~492~~962	)
Cash provided by investing activities		7823,~~291~~322			6422,~~532~~036
Net cash (used in) provided by financing activities		(361	)		90
Cash provided by (used in) financing activities		(183	)		(16	)
Net decrease in cash and cash equivalents	$	(87,~~085~~653	)	$	(268,~~870~~942	)

Operating Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in operating activities was $8630.08 million, attributable to a net loss of $~~116~~34.19 million and a net change in net operating assets and liabilities of $97.97 million, partially offset by non-cash charges of $2011.28 million. Non-cash charges primarily consisted of $174.16 million in stock-based compensation, $41.04 million in depreciation and amortization expense, $20.69 million in amortization of right of use assets and $15.24 million ~~in inventory reserves and others, partially offset by $1.8 million~~ change in the fair value of warrant liability, ~~and~~partially offset by a $20.95 million in accretion of discount on available for sale securities. The change in net operating assets and liabilities was primarily due to a $153.62 million ~~increase~~decrease in other current liabilities, ~~arising from~~ a $142.05 million ~~accrual~~decrease ~~for~~in ~~litigation~~accounts ~~settlement cost~~payable, a $01.36 million ~~decrease~~increase in ~~other non-current assets~~inventories, ~~and~~ a $21.01 million ~~increase~~decrease in accrued ~~liabilities~~employee costs, ~~partially offset by~~ a $1.60 million decrease in ~~accrued~~lease ~~employee cost~~liability, a $20.64 million ~~increase~~decrease in ~~other~~accrued ~~current assets~~liabilities, aand $20.72 million ~~decrease~~increase in ~~lease~~other ~~liability~~non-current assets, partially offset by a $01.6 million ~~increase~~decrease in ~~inventories~~other current assets and a $0.64 million decrease in accounts ~~payable~~receivable.

Investing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash provided by investing activities was $7823.3 million, attributable to maturity of available-for-sale investments of $~~144~~40.10 million, partially offset by purchase of investments of $6216.80 million and purchase of property, plant and equipment of $3.0.5 million.

Financing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash used in financing activities was attributable to payment of taxes withheld on net settled vesting of restricted stock units.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2024~~2025, Aeva has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting ~~Policies and~~ Estimates

We prepare our financial statements in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, assumptions and judgments that can significantly impact the amounts Aeva reports as assets, liabilities, revenue, costs and expenses and the related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Aeva’s actual results could differ significantly from these estimates under different assumptions and conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance as these policies involve a greater degree of judgment and complexity.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 there were no significant changes to our critical accounting policies and estimates. For a more detailed discussion of our critical accounting policies and estimates, please refer to our ~~2023~~2024 Form 10-K and Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

See Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Aeva is exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. There has been no material change in our exposure to market risks from that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the ~~2023~~2024 Form 10-K.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent limitation on the effectiveness of internal control

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company 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 warranties or employment-related matters. Information regarding legal proceedings is provided in this Quarterly Report on Form 10-Q in “Notes to Condensed Consolidated Financial Statements, Note 15 - Commitments and Contingencies.”

Item 1A. Risk Factors.

Our business, reputation, results of operations and financial condition, as well as the price of our common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the ~~2023~~2024 Form 10-K under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, our business, reputation, results of operations and financial condition, as well as the price of our common stock, can be materially and adversely affected. There have been no material changes to our risk factors since the ~~2023~~2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceed

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

10b5-1 Trading Plans

During the fiscal quarter ended ~~September~~March 3031, ~~2024~~2025, no Section 16 director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

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Item 6. Exhibits.

ExhibitNumber		Description
3.1		Second Amended and Restated Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
3.2		Certificate of Amendment to Amended and Restated ~~By-laws~~Certificate of Incorporation of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.21 to the Current Report on Form 8-K filed by the Registrant on March 18, ~~2021~~2024).
10.1*		Amendment to Standby Equity Purchase Agreement, dated as of September 5, 2024, by and among the Company and investment entities affiliated with Sylebra Capital Limited.
3.3		Amended and Restated By-laws of Aeva Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Registrant on March 18, 2021).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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 thereunto duly authorized.

	AEVA TECHNOLOGIES, INC.
Date: November 6, 2024	By:	/s/Soroush Salehian Dardashti
Date: May 14, 2025	By:	/s/Soroush Salehian Dardashti
		Soroush Salehian Dardashti
		Chief Executive Officer
Date: November 6, 2024	By:	/s/ Saurabh Sinha
Date: May 14, 2025	By:	/s/ Saurabh Sinha
		Saurabh Sinha
		Chief Financial Officer

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