SCHEDULE: Sylebra Capital Boosts Aeva Stake with $50M Note Contribution

Sylebra Capital entities have increased their beneficial ownership in Aeva Technologies to 29.3% through a $50 million contribution of convertible senior notes.

Summary

• Sylebra Capital LLC, Sylebra Capital Ltd, Sylebra Capital Management, Ltd, and Daniel Patrick Gibson (collectively, the "Reporting Persons") have filed an amendment to their Schedule 13D, increasing their beneficial ownership in Aeva Technologies, Inc. (the "Issuer").
• This increase is due to the contribution of $50 million aggregate principal amount of the Issuer's 4.375% Convertible Senior Notes due 2032 (the "Notes") by Apollo entities to newly formed Sylebra-managed investment funds, the Solutions Funds.
• The Reporting Persons may now be deemed to beneficially own an aggregate of 19,392,411 shares of Common Stock, representing approximately 29.3% of the outstanding Common Stock.
• This total includes 16,240,671 shares of Common Stock held by existing Affiliated Investment Entities and Gibson, plus 3,151,740 shares issuable upon conversion of the Notes held by the Solutions Funds.
• The contribution of the Notes was made in exchange for Class D limited partner interests in the Solutions Funds and is intended to qualify as a tax-deferred contribution.
• The Securities Forward Purchase Agreement dated November 5, 2025, was terminated concurrently with the contribution.
• The Reporting Persons acquired the Notes for investment purposes and have no current plan to convert them but reserve the right to do so.
• Daniel Patrick Gibson was granted 6,150 restricted stock units on June 18, 2026, as part of his director compensation.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating strong conviction from a major shareholder and significant capital inflow via convertible notes, though potential future dilution remains a consideration.

Positives

• Sylebra Capital has significantly increased its investment in Aeva Technologies, signaling strong conviction in the company's future.
• The contribution of $50 million in convertible notes by Apollo entities to Sylebra-managed funds demonstrates external confidence and capital inflow.
• The acquisition of convertible notes provides potential upside through conversion into equity, increasing beneficial ownership to 29.3%.

Negatives

• The termination of the Securities Forward Purchase Agreement suggests a shift in strategy or a resolution of prior arrangements.
• The Notes are still considered 'restricted securities' and bear restrictive legends, implying limitations on immediate sale or conversion.

Risks

• The Notes are convertible into shares of Common Stock, and if converted, could lead to significant dilution for existing shareholders.
• The Reporting Persons retain the right to convert the Notes, which could be exercised based on market conditions or strategic decisions.
• The investment is subject to the terms of the Indenture governing the Notes, which may contain covenants or conditions that impact the Issuer or the Notes' value.
• The Issuer may elect to pay interest on the Notes in shares of Common Stock, which could also lead to dilution.

Future Outlook

The Reporting Persons intend to review their investment in Aeva Technologies on a continuing basis and reserve the right to take actions as they deem appropriate, including acquiring or disposing of securities, engaging in discussions, or taking any other lawful action. They have no current plan to convert the Notes but reserve the right to do so.

Management Comments

• The Reporting Persons acquired and continue to hold the securities of the Issuer for investment for fund management purposes.
• The Reporting Persons, in their capacity as investment advisers to the Solutions Funds, retain sole discretion over the voting and disposition of securities of the Issuer held by the Solutions Funds, including the Notes.

Industry Context

StockSavvy.ai notes that this filing reflects a significant shift in beneficial ownership for Aeva Technologies, with Sylebra Capital consolidating a substantial stake through convertible debt. This move, involving a large capital contribution and the termination of a prior purchase agreement, suggests a strategic re-alignment and potentially increased influence for Sylebra Capital within Aeva's shareholder base. The involvement of Apollo entities in contributing the notes also indicates broader financial market interest in Aeva's convertible debt instruments.

Corporate Governance

Related Party Transactions

• Contribution of $50 million aggregate principal amount of Aeva Technologies' 4.375% Convertible Senior Notes due 2032 by Apollo entities (Apollo Credit Strategies Master Fund Ltd. and Apollo Credit Strategies Absolute Return Aggregator A, L.P.) to Sylebra-managed investment funds (Sylebra Equity Capital Solutions Fund, L.P. and Sylebra Equity Capital Solutions Side Car, L.P.) in exchange for limited partner interests.

Stakeholder Impact

• Shareholders: Potential for increased influence by Sylebra Capital, and future dilution if the convertible notes are converted.
• Creditors: The contribution of notes does not directly impact existing creditors, but future conversion could alter the company's capital structure.
• Management: Increased scrutiny and engagement from a significant shareholder with a 29.3% stake.

Next Steps

• Reporting Persons will continue to review their investment in Aeva Technologies.
• Reporting Persons reserve the right to acquire or dispose of securities, engage in discussions, or take other appropriate actions.
• The Solutions Funds may convert the Notes into Common Stock, subject to the terms of the Indenture.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by Sylebra Capital, demonstrating strong conviction and bringing substantial capital via convertible notes. However, the lack of operational or financial performance data, coupled with the potential for future dilution from the convertible notes, warrants a cautious 'hold' stance. Investors should monitor Aeva's operational progress and Sylebra's future actions.

Keywords

Aeva Technologies, Schedule 13D, Sylebra Capital, Convertible Senior Notes, Beneficial Ownership, Investment, Securities, Apollo, Capital Contribution, Common Stock, Dilution