Item 1.01. Entry into a Material Definitive Agreement.
As further described in Item 5.02 below, the Board of Directors (the “Board”) appointed Christopher Eberle to serve as a director. On September 27, 2022, Aeva
Technologies, Inc. (the “Company”) entered into a letter agreement (the “Sylebra Letter Agreement”) with Sylebra Capital Limited (“Sylebra”), a significant stockholder of the Company. Capitalized terms used but not defined herein have the meanings
ascribed to them in the Sylebra Letter Agreement. Among other things, the Sylebra Letter Agreement provides that:
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The Board will appoint Christopher Eberle, Global Head of Semiconductor and Hardware Investments at Sylebra, as a Class III director with a term expiring at the
Company’s 2024 annual meeting of stockholders (the “2024 Meeting”).
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Sylebra and its Associates (as defined in Rule 12b-2 promulgated under the Exchange Act) will abide by certain customary standstill provisions, effective from the date
of the Agreement until termination of the Agreement (the “Restricted Period”). During the Restricted Period, no member of the Sylebra Group will, and Sylebra will cause the Representatives (as defined in the Agreement) of each member of the
Sylebra Group not to, in any way, directly or indirectly without the prior consent of the Board:
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(a) with respect to Company or the Voting Securities, (i) initiate, make participate in or encourage any “solicitation” (as
such term is used in Regulation 14A (the “Proxy Rules”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of proxies or consents with respect to the election or removal of directors or any other matter or
proposal; (ii) become a “participant” (as such term is used in the Proxy Rules) in any such solicitation of proxies or consents with respect to any stockholder meeting of Company; or (iii) seek to advise, encourage or influence any Person with
respect to the voting or disposition of any Voting Securities;
(b) initiate, propose or otherwise “solicit”
(as such term is used in the Proxy Rules) Company’s stockholders to approve any shareholder proposal, whether made pursuant to Rule 14a-4 or Rule
14a-8 of the Proxy Rules or otherwise, or cause or encourage any Person to initiate or submit any such shareholder proposal;
(c)(i) seek, alone or in concert with others, election or appointment to, or representation on, the Board; (ii) nominate or
propose the nomination of, or recommend the nomination of, or encourage any Person to nominate or propose the nomination of or recommend the nomination of, any candidate to the Board; or (iii) seek, alone or in concert with others, or encourage any
Person to seek, the removal of any member of the Board;
(d) other than solely with other members of the Sylebra Group with respect to Voting Securities now or subsequently owned
by them, (i) form, join (whether or not in writing), encourage, influence, advise or participate in a partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act, with
respect to any Voting Securities; (ii) deposit any Voting Securities into a voting trust, arrangement or agreement; (iii) subject any Voting Securities to any voting trust, arrangement or agreement; and (iv) acquire, directly or indirectly,
beneficial ownership of Voting Securities equal to or greater than 15.0% of the Company’s total outstanding shares.
(e)(i) make any unsolicited offer or proposal (with or without conditions) with respect to any merger, acquisition,
recapitalization, restructuring, disposition or other business combination involving any member of the Sylebra Group and Company; or (ii) solicit a third party to, on an unsolicited basis, make an offer or proposal (with or without conditions) with
respect to any merger, acquisition, recapitalization, restructuring, disposition or other business combination involving Company, or publicly encourage, initiate or support any third party in making such an unsolicited offer or proposal; or
(f) other than with any other member of the Sylebra Group, enter into any agreements, understandings or arrangements
(whether written or oral) with, or advise, finance, assist or encourage, any Person in connection with any of the foregoing.
In the event the Sylebra Group beneficially owns less than 9.0% of the outstanding shares of the Company, the Company shall have the right, but not the
obligation, to request Mr. Eberle’s resignation, and Sylebra agreed to cause Mr. Eberle to resign within five business days. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the full text of the Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.