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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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AEVA TECHNOLOGIES, INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
00835Q202 (CUSIP Number) |
Canaan XI L.P. 2765 Sand Hill Road, Menlo Park, CA, 94025 650-854-8092 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/16/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. | 00835Q202 |
| 1 |
Name of reporting person
Canaan XI L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,597,039.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 00835Q202 |
| 1 |
Name of reporting person
Canaan Partners XI LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,597,039.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
AEVA TECHNOLOGIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
555 Ellis Street, Mountain View,
CALIFORNIA
, 94043. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of Aeva Technologies, Inc., a Delaware corporation formerly known as InterPrivate Acquisition Corp. (the "Issuer"), and is being filed on behalf of the Reporting Persons. This Amendment No. 2 amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on March 22, 2021 (the "Initial Schedule 13D"), as amended by Amendment No. 1 filed on December 20, 2021 ("Amendment No. 1" and, together with the Initial Schedule 13D and this Amendment No. 2, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. The Common Stock is held directly by Canaan XI L.P. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date of this Schedule 13D, Canaan XI directly beneficially owns 3,597,039 shares of Common Stock, representing approximately 6.5% of the total outstanding shares of Common Stock based upon 55,022,644 outstanding shares of Common Stock of the Issuer as of May 1, 2025, as reported by the Issuer in its Form 10-Q for the quarter ended March 31, 2025 as filed with the Securities and Exchange Commission on May 15, 2025. | |
| (b) | See Item 5(a) above. | |
| (c) | On June 16, 2025, Canaan XI sold the following shares of Common Stock on the open market: (i) 13,922 shares of Common Stock at a weighted-average price of $23.9141 per share; (ii) 60,868 shares of Common Stock at a weighted-average price of $24.8217 per share; and (iii) 25,210 shares of Common Stock at a weighted-average price of $25.4937 per share. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 24.1 - Power of Attorney | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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