Aeva Technologies Inc美股招股说明书(2026-06-04版)

Aeva Technologies, Inc. is offering $100,000,000 of shares of its common stock. Our common stock is listed and trades on the Nasdaq Global Select Market under the symbol “AEVA.” On June2, 2026,the last reported sale price of our common stock on the Nasdaq Global Select Market was $27.76per share. Investing in our common stock involves risks that are described in the “RiskFactors” sectionbeginning on page S-6 of this prospectus supplement, as well as in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. (1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters. We intend to grant the underwriters an option for a period of 30 days to purchase up to $15,000,000 of additional shares ofour common stock at the public offering price less the underwriting discounts and commissions. The underwriters expect to deliver the shares against payment in New York, New York on, 2026. Oppenheimer& Co. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF OUR COMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Prospectus Special Note Regarding Forward-Looking StatementsAbout This ProspectusAeva Technologies, Inc.Risk FactorsUse of ProceedsAdditional Selling StockholdersPlan of DistributionDescription of SecuritiesDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsSelling StockholderLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some ofwhich may not apply to this offering. If the information contained or incorporated by reference in this prospectus supplement differs or varies from theinformation contained in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement. In this prospectus supplement and the accompanying prospectus, as permitted by law, we “incorporate by reference” information from otherdocuments that we file with the Securities and Exchange Commission (the “SEC”). This means that we can disclose important information to you byreferring you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and theaccompanying prospectus and should be read with the same care. When we update the information contained in documents that have been incorporatedby reference by making future filings with the SEC, the information incorporated by reference in this prospectus supplement and the accompanyingprospectus is considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between informationcontained in this prospectus supplement and the accompanying prospectus and information incorporated by reference into this prospectus supplementand the accompanying prospectus, you should rely on the information contained in the document that was filed most recently with the SEC. Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained or incorporatedby reference into this prospectus supplement, the accompanying prospectus or any relevant free writing prospectus prepared by or on behalf of us or towhich we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offersand sales are permitted. The distribution of this prospectus supplement and the offering of the common stock in certain jurisdictions may be restricted bylaw. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe anyrestrictions relating to, the offering of the common stock and the distribution of this