UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

AQUANTIA CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AQUANTIA CORP.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

Dear Stockholder:

We invite you to attend a Special Meeting of the stockholders of Aquantia Corp., a Delaware corporation (“Aquantia” or the “Company”) to be held at Aquantia’s headquarters at 91 East Tasman Drive, Suite 100, San Jose, CA 95134, at 9:00 a.m., local time, on Wednesday, July 10, 2019 (the “Special Meeting”). Only holders of record of common stock, $0.00001 par value per share, of Aquantia (the “Aquantia Common Stock”) at the close of business on May 28, 2019, the Record Date for the Special Meeting, will be entitled to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

At the Special Meeting, we will ask you to vote on: (i) a proposal to adopt the Agreement and Plan of Merger, dated as of May 6, 2019 (the “Merger Agreement”), by and among Marvell Technology Group Ltd., a Bermuda exempted company (“Parent”), Antigua Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Aquantia (the “Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Aquantia’s named executive officers in connection with the completion of the merger contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into Aquantia (the “Merger”), with Aquantia continuing as the surviving corporation in the Merger. If the Merger is completed, Aquantia will become a wholly owned subsidiary of Parent and you will be entitled to receive $13.25 in cash, without interest (the “Price Per Share”), for each share of Aquantia Common Stock that you own (unless you have properly exercised your appraisal rights), which represents a premium of approximately: (i) 38.6% to the closing price of Aquantia’s Common Stock on May 3, 2019, the last full trading day prior to public announcement of Aquantia’s entry into the Merger Agreement, and (ii) 39.6% to the 30-day volume weighted average price, ending on May 3, 2019. We cannot complete the Merger unless all of the conditions to the completion of the Merger, including the approval of the Merger Agreement Proposal by holders of a majority of the outstanding shares of Aquantia Common Stock, are satisfied or waived.

Our Board of Directors, after considering the factors described more fully in the enclosed Proxy Statement, has unanimously determined that the Merger is advisable and fair to, and in the best interests of, Aquantia and its stockholders, unanimously approved the execution, delivery and performance of the Merger Agreement by Aquantia and the consummation of the transactions contemplated thereby, including the Merger, and unanimously recommended the adoption of the Merger Agreement by the holders of Aquantia Common Stock and directed that Merger Agreement be submitted for adoption by the Aquantia stockholders at the Special Meeting. The Board of Directors recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

In the materials accompanying this letter, you will find a Notice of Special Meeting of Stockholders, a Proxy Statement relating to the actions to be taken by our stockholders at the Special Meeting and a proxy card.

The Proxy Statement includes other important information about the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and its annexes carefully. A copy of the Merger Agreement is attached as Annex A to the attached Proxy Statement.

Your vote is very important, regardless of how many shares you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return your proxy card in the enclosed envelope as promptly as possible or submit your proxy over the Internet or by telephone as instructed in these materials. It is important that your shares be represented and voted at the Special Meeting. If you are a stockholder of record, you may vote in person at the Special Meeting as you wish, even if you have previously returned your proxy card or appointed a proxy over the Internet or by telephone. If your shares are held in the name of your bank, brokerage firm or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

If your shares of Aquantia Common Stock are held in street name by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of Aquantia Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee as to how to vote your shares of Aquantia Common Stock, following the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Aquantia Common Stock “FOR” the Merger Agreement Proposal will have the same effect as voting against the Merger Agreement Proposal, and will have no effect with respect to the Compensation Proposal or the Adjournment Proposal.

If you have any questions or need assistance voting your shares of Aquantia Common Stock, please contact our proxy solicitor:

Georgeson, LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Call Toll-free: (800) 509-0976

On behalf of our Board of Directors, I thank you for your support and urge you to vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger described in the Proxy Statement or determined if the Proxy Statement is adequate or accurate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated June 10, 2019, and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about June 11, 2019.

AQUANTIA CORP.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON Wednesday, July 10, 2019

The Proxy Statement is dated June 10, 2019, and the Proxy Statement and form of proxy are first being mailed to stockholders of Aquantia Corp. (“Aquantia” or the “Company”) on or about June 11, 2019.

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders of Aquantia, that will be held at Aquantia’s headquarters at 91 East Tasman Drive, Suite 100, San Jose, CA 95134, at 9:00 a.m., local time, on Wednesday, July 10, 2019 (the “Special Meeting”), for the following purposes:

Our Board of Directors, after considering the factors more fully described in the enclosed Proxy Statement, has: (i) unanimously determined that the merger contemplated by the Merger Agreement (the “Merger”) is advisable and fair to, and in the best interests of, Aquantia and its stockholders; (ii) unanimously approved the execution, delivery and performance of the Merger Agreement by Aquantia and the consummation of the transactions contemplated thereby, including the Merger; and (iii) unanimously recommended the adoption of the Merger Agreement by the holders of Aquantia Common Stock and directed that the Merger Agreement be submitted for adoption by Aquantia’s stockholders at the Special Meeting. This item of business to be submitted to a vote of the stockholders at the Special Meeting is more fully described in the attached Proxy Statement, which we urge you to read carefully. Our Board of Directors also unanimously recommends that you (a) vote to approve, on an advisory (non-binding) basis, the Compensation Proposal and (b) vote to approve the Adjournment Proposal. No other business will be conducted at the Special Meeting.

Stockholders of record at the close of business on May 28, 2019, the record date for the Special Meeting (the “Record Date”), are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the meeting. All stockholders are cordially invited to attend the Special Meeting in person. Approval of the Merger Agreement Proposal will require the affirmative vote of the holders of a majority of the outstanding Aquantia Common Stock at the close of business on the Record Date entitled to vote on the matter.

Appraisal rights are available under Delaware law in connection with the Merger. A copy of the applicable statutory provisions is included as Annex C to the accompanying Proxy Statement, and a summary of these provisions can be found under “The Merger—Rights of Appraisal for Aquantia Stockholders” in the accompanying Proxy Statement.

You should not send any certificates representing shares of Aquantia Common Stock with your proxy card. As soon as reasonably practicable after the completion of the Merger, you will be sent instructions regarding the procedure to exchange your uncertificated shares in book-entry form for the cash consideration you are entitled to receive for the shares of Aquantia Common Stock that you own (such cash consideration is referred to as the “Merger Consideration”).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE MERGER AGREEMENT PROPOSAL, “FOR” THE COMPENSATION PROPOSAL, AND “FOR” THE ADJOURNMENT PROPOSAL. YOUR VOTE IS IMPORTANT.

Your vote is very important, regardless of the number of shares you own. Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return the enclosed proxy card, or appoint a proxy over the Internet or by telephone as instructed in these materials, to ensure that your shares will be represented and voted at the Special Meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote ”FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal”.

If you fail to return your proxy card or if you fail to appoint a proxy over the Internet or by telephone, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Agreement Proposal, but will have no effect on the vote on the Compensation Proposal or the Adjournment Proposal. If you do attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

No person has been authorized to give any information or to make any representations other than those set forth in the Proxy Statement in connection with the solicitation of proxies made hereby, and, if given or made, such information must not be relied upon as having been authorized by Aquantia or any other person.

June 10, 2019

San Jose, California

IN ADDITION TO DELIVERING THE PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON WEDNESDAY, JULY 10, 2019, TO STOCKHOLDERS BY MAIL, THE PROXY STATEMENT FOR THE SPECIAL MEETING IS ALSO AVAILABLE AT WWW.PROXYVOTE.COM.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger and the Special Meeting. These questions and answers may not address all questions that may be important to you as an Aquantia stockholder. To better understand these matters, and for a description of the legal terms governing the Merger, you should carefully read this entire Proxy Statement, including the annexes, as well as the documents that have been incorporated by reference into this Proxy Statement. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 96) to obtain additional information on Aquantia.

Aquantia is holding the Special Meeting in order to obtain the approval of Aquantia stockholders necessary to adopt the Merger Agreement. We are also asking you to approve, on an advisory (non-binding) basis, the Merger-related compensation that may be paid or become payable to Aquantia’s named executive officers and to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal. We will be unable to complete the Merger unless the approval of the Merger Agreement Proposal by Aquantia stockholders is obtained at the Special Meeting (or adjournment thereof).

We have included in this Proxy Statement important information about the Merger, the Merger Agreement (a copy of which is attached as Annex A) and the Special Meeting. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares of Aquantia Common Stock without attending the Special Meeting. Your vote is very important and we encourage you to submit your proxy as soon as possible.

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Compensation Proposal. Approval of the Compensation Proposal requires the affirmative vote of stockholders of record as of the Record Date for the Special Meeting holding a majority of the shares of Aquantia Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, this will have the same effect as a vote “AGAINST” the Compensation Proposal, while Broker non-votes and shares not in attendance at the Special Meeting will have no effect on the outcome of the Compensation Proposal.

Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of stockholders of record as of the Record Date for the Special Meeting holding a majority of the shares of Aquantia Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, this will have the same effect as a vote “AGAINST” the Adjournment Proposal, while Broker non-votes and shares not in attendance at the Special Meeting will have no effect on the outcome of the Adjournment Proposal.

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AQUANTIA CORP.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

You may also contact our proxy solicitor:

Georgeson, LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Call Toll-free: (800) 509-0976

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, including the information and other documents incorporated by reference into this Proxy Statement, contains or incorporates by reference or may contain or may incorporate by reference “forward-looking statements” that have been made pursuant to the provisions of, and in reliance on the safe harbor under, the Private Securities Litigation Reform Act of 1995, including without limitation statements relating to the completion of the Merger and other future events. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically preceded by, followed by or otherwise include the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions or variations on these expressions. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. As a result, we caution readers not to place undue reliance on these forward-looking statements.

Such risks and uncertainties include, among others, the following possibilities:

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the business of Aquantia described in the “Risk Factors” section of Aquantia’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Aquantia from time to time with the SEC. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 96). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. You are cautioned not to put undue reliance on forward-looking statements, and Aquantia assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. There is no assurance that Aquantia will achieve its expectations.

All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this Proxy Statement attributable to Aquantia or any person acting on our behalf are expressly qualified in their entirety by the cautionary notes contained or referred to in this section.

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THE COMPANIES

Aquantia Corp.

We are a leader in the design, development and marketing of advanced high-speed communications integrated circuits for Ethernet connectivity in the data center, enterprise infrastructure, access and automotive markets. Our Ethernet solutions provide a critical interface between the high-speed analog signals transported over wired infrastructure and the digital information used in computing and networking equipment. Our products are designed to cost-effectively deliver leading-edge data speeds for use in the latest generation of communications infrastructure to alleviate network bandwidth bottlenecks caused by the exponential growth of global Internet Protocol traffic. Many of our semiconductor solutions have established benchmarks in the industry in terms of performance, power consumption and density. Our innovative solutions enable our customers to differentiate their product offerings, position themselves to gain market share and drive the ongoing equipment infrastructure upgrade cycles in the data center, enterprise infrastructure, access and automotive markets.

We are incorporated under the laws of the state of Delaware. Our executive offices are located at 91 E. Tasman Drive, Suite 100, San Jose, California 95134. Our telephone number is (408) 228-8300 and our website is located at https://www.aquantia.com/. Information contained on our website does not constitute a part of this Proxy Statement.

Marvell Technology Group Ltd.

Parent is a fabless semiconductor provider of application-specific semiconductor products. As a fabless semiconductor company, Parent focuses on the design, development and marketing of semiconductor products and forms relationships with foundries, assembly and test facilities for the manufacture of these products. Parent’s semiconductors perform analog, mixed-signal and digital signal processing, and Parent designs both stand-alone and embedded semiconductors. Parent’s core strength lies in the development of complex integrated circuits that incorporate all components of an electronic system in one chip—so-called SoC devices. Parent’s broad product portfolio includes devices for storage, networking and connectivity, and Parent’s market segments include the enterprise, cloud, automotive, industrial and consumer markets. Parent was incorporated in Bermuda in January 1995. Parent’s registered and mailing address is Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, and its telephone number there is (441) 296-6395. The address of Parent’s U.S. operating subsidiary is Marvell Semiconductor, Inc., 5488 Marvell Lane, Santa Clara, California 95054, and its telephone number there is (408) 222-2500. Parent also has subsidiaries and operations in many countries, including China, India, Israel, Japan, Singapore, South Korea, Taiwan and Vietnam. Parent’s fiscal year ends on the Saturday nearest January 31. As of February 2, 2019, Parent had a total of approximately 5,275 employees, and held approximately 10,000 U.S. and foreign patents issued and approximately 1,600 U.S. and foreign patent applications pending on various aspects of Parent technology.

Antigua Acquisition Corp.

Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business activity other than in connection with the Merger. Merger Sub is incorporated under the laws of the state of Delaware. Merger Sub’s executive offices are located at 5488 Marvell Lane, Santa Clara, California 95054, and its telephone number there is (408) 222-2500.

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THE SPECIAL MEETING

We are furnishing this Proxy Statement to you as part of the solicitation of proxies by our Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at Aquantia’s headquarters at 91 East Tasman Drive, Suite 100, San Jose, CA 95134, at 9:00 a.m., local time, on Wednesday, July 10, 2019.

Purpose of the Special Meeting

You will be asked at the Special Meeting to vote on the Merger Agreement Proposal to adopt the Merger Agreement. Based on its review, our Board of Directors has unanimously determined that the Merger is advisable and fair to, and in the best interests of, Aquantia and its stockholders, unanimously approved the execution, delivery and performance of the Merger Agreement by Aquantia and the consummation of the Contemplated Transactions, including the Merger, and unanimously recommended the adoption of the Merger Agreement by the holders of Aquantia Common Stock and directed that Merger Agreement be submitted for adoption by Aquantia’s stockholders at the Special Meeting. You will also be asked to vote on (i) the Compensation Proposal, to approve, on an advisory (non-binding) basis, the Merger-related compensation for Aquantia’s named executive officers and (ii) the Adjournment Proposal, to approve the adjournment the Special Meeting, if necessary or appropriate, for the purpose of soliciting proxies to vote in favor of the Merger Agreement Proposal.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of Aquantia Common Stock at the close of business on May 28, 2019, the Record Date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the Record Date, 35,971,932 shares of Aquantia Common Stock were issued and outstanding and such shares were held by approximately 107 holders of record. A quorum will be present at the Special Meeting if a majority of the outstanding shares of Aquantia Common Stock entitled to vote are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, we expect that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of Aquantia Common Stock at the close of business on the Record Date are entitled to one vote per share at the Special Meeting on each proposal presented.

Vote Required

The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Aquantia Common Stock at the close of business on the Record Date entitled to vote on the matter. If you abstain from voting or do not vote, either in person or represented by proxy, it will have the same effect as a vote “against” the Merger Agreement Proposal. Broker non-votes will have the same effect as a vote “against” the Merger Agreement Proposal.

The approval of the advisory (non-binding) Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Aquantia Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote “against” the Compensation Proposal. Broker non-votes will have no effect with respect to the Compensation Proposal.

The approval of the Adjournment Proposal requires the approval of the holders of a majority of the shares of Aquantia Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the matter. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote “against” the Compensation Proposal. Broker non-votes will have no effect with respect to the Compensation Proposal.

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Voting Agreements

Concurrently with the execution and delivery of the Merger Agreement, the Supporting Stockholders entered into Voting Agreements with Parent pursuant to which such Supporting Stockholders agreed, among other things and subject to certain exceptions and limitations, to vote the shares of Aquantia Common Stock beneficially owned by such Supporting Stockholders and any additional Aquantia Common Stock and any other equity securities of Aquantia of which such Supporting Stockholders acquire record and/or beneficial ownership after the date of the Voting Agreement in favor of the Merger and the adoption of the Merger Agreement. As of the date of the Voting Agreements, the Supporting Stockholders beneficially owned approximately 13.4% of the outstanding shares of Aquantia Common Stock.

Voting of Proxies

All shares of Aquantia Common Stock represented by properly executed proxies received by Aquantia in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

To vote by proxy, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may revoke your proxy by voting in person. If your shares of Aquantia Common Stock are held in the name of your broker, bank or other nominee, you must obtain a proxy, executed in your favor, from your broker, bank or other nominee to be able to vote in person at the Special Meeting.

Shares of Aquantia Common Stock represented at the Special Meeting but not voted, including shares of Aquantia Common Stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

However, only shares of Aquantia Common Stock that are affirmatively voted for the Merger Agreement Proposal will be counted in favor of that proposal. Accordingly, if you properly execute and return a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will have the same effect as (i) a vote “against” the Merger Agreement Proposal, (ii) a vote “against” the Compensation Proposal, and (iii) a vote “against” the Adjournment Proposal.

If you do not vote, it will have the same effect as a vote “against” the Merger Agreement Proposal, and will have no effect on each of the Compensation Proposal and the Adjournment Proposal. Brokers who hold shares in street name for customers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, which shares are referred to generally as “Broker non-votes.” Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes “against” the Merger Agreement Proposal, but will have no effect on the Compensation Proposal and the Adjournment Proposal.

At the Special Meeting, you will be asked to consider and vote upon the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal. No other business will be conducted at the Special Meeting.

Voting over the Internet or by Telephone

You may also grant a proxy to vote your shares over the Internet or by telephone. The Internet and telephone voting procedures described below are designed to authenticate stockholders’ identities, to allow

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stockholders to grant a proxy to vote their shares and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting a proxy to vote over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

For Shares Registered in Your Name

Stockholders of record may go to www.proxyvote.com to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-690-6903 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the stockholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in “street name.” Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible stockholders the opportunity to vote in this manner. If your bank, brokerage firm or other nominee allows for this, the voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on July 9, 2019. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

Your attendance at the Special Meeting will not, in and of itself, constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from stockholders by telephone or other electronic means or in person.

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We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We have also retained the services of a paid solicitor, Georgeson, LLC, to solicit proxies. We anticipate that the cost will be approximately $12,000 plus expenses and will be paid by us. We have agreed to indemnify Georgeson, LLC for certain losses arising out of its proxy solicitation services.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

The SEC has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for Proxy Statements with respect to two or more stockholders sharing the same address if we believe the stockholders are members of the same family, by delivering a single Proxy Statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies by reducing the volume of duplicate information.

A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If your household received a single Proxy Statement, but you would prefer to receive your own copy, please notify your broker and direct your written request to Aquantia Corp., Attention: Investor Relations, 91 East Tasman Drive, Suite 100, San Jose, California 95134, or contact our Investor Relations Department by mail at Aquantia Corp., 91 E. Tasman Dr. Suite 100, San Jose, CA 95134, Attn: Investor Relations Department, or by telephone at (408) 228-8300 . If you would like to receive your own set of our proxy materials in the future, please contact your broker and Aquantia Corp., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or Proxy Statements and you would like to request that you only receive one copy, please contact your broker and Aquantia Corp., Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Stockholder List

A list of Aquantia stockholders will be available for inspection at our principal executive offices located at 91 East Tasman Drive, Suite 100, San Jose, California 95134 to any stockholder or holder of a voting trust certificate, at any time during usual business hours upon written demand on Aquantia, for a purpose reasonably related to such holder’s interest as a stockholder or holder of a voting trust certificate. Such inspection may be made in person or by an agent or attorney, and will include the right to copy and make extracts of the list of Aquantia stockholders.

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PROPOSAL 1—MERGER AGREEMENT PROPOSAL

THE MERGER

The discussion under the sections of this Proxy Statement titled “The Merger” and “The Merger Agreement” summarizes the material terms of the Merger. Although we believe that the description covers the material terms of the Merger, this summary may not contain all of the information that is important to you. We urge you to read this Proxy Statement, the Merger Agreement and the other documents referred to herein carefully for a more complete understanding of the Merger. The discussion of the Merger in this Proxy Statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this Proxy Statement and incorporated by reference into this Proxy Statement.

Background of the Merger

The Board of Directors frequently reviews, with Aquantia’s management and with the assistance of its outside financial and legal advisors, Aquantia’s strategic and financial alternatives in light of developments in Aquantia’s business prospects, the sectors in which it competes, the economy generally and the financial markets. Since completing a successful initial public offering of its shares on the New York Stock Exchange at a public offering price of $9.00 per share in November 2017, members of Aquantia’s senior management have, from time to time, engaged in business development and strategic partnership discussions with other participants in the semiconductor industry, including Company A, Company B, Company C, Parent and other third parties.

On January 28, 2019, Raghib Hussain, Executive Vice President and Chief Strategy Officer of Parent, contacted Mr. Aalaei to set up a meeting to discuss, among other things, market dynamics in the semiconductor industry.

On January 29, 2019, Matt Murphy, President and Chief Executive Officer of Parent, met with Mr. Lip-Bu Tan, a stockholder of Aquantia and a member of the Board of Directors, during which meeting, Mr. Murphy indicated that Parent was interested in discussing a possible strategic transaction with Aquantia.

On February 2, 2019, Mr. Hussain met with Mr. Aalaei and discussed generally Aquantia’s and Parent’s industry and their respective businesses. During the meeting, Mr. Hussain indicated that Parent was interested in discussing a possible strategic transaction with Aquantia and suggested that they schedule a meeting to facilitate those discussions.

On February 12, 2019, Mr. Hussain contacted Mr. Aalaei to schedule a meeting with Mr. Murphy and Mr. Hussain.

On February 19, 2019, Mr. Aalaei met with Mr. Hussain and Mr. Murphy to discuss Parent’s interest in a strategic transaction with Aquantia. Mr. Murphy indicated that he would like Mr. Aalaei to give a presentation to representatives of Parent.

On February 20, 2019, Mr. Hussain met with Mr. Tan and discussed several business-related topics, including Parent’s interest in potentially pursuing a strategic transaction with Aquantia.

On February 21, 2019, Mr. Aalaei presented an overview of Aquantia’s business – under a confidentiality agreement previously entered into between Aquantia and an affiliate of Parent on October 6, 2016 – to Mr. Murphy Mr. Hussain and David Matukaitis, Senior Director of Corporate Development of Parent, at Parent’s offices.

On March 21, 2019, Mr. Hussain met with Mr. Aalaei to discuss Parent’s interest in a potential strategic transaction with Aquantia. Mr. Hussain indicated that Parent was considering making a proposal to acquire Aquantia with a price range of between $11.00 and $12.00 per share. Later that day, Mr. Aalaei met with Mr. Hussain to provide feedback on their earlier discussion.

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On March 22, 2019, Mr. Murphy called Mr. Aalaei to continue discussing Parent’s interest in a potential strategic transaction with Aquantia. Mr. Murphy indicated that Parent would be sending Aquantia a preliminary non-binding proposal to acquire all of Aquantia’s outstanding common stock at a price of $11.75 per share in cash.

On March 24, 2019, Parent delivered a preliminary non-binding proposal to acquire all of Aquantia’s outstanding common stock at a price of $11.75 per share in cash. The proposal also requested that Aquantia enter into a 30-day exclusivity agreement with Parent. Later that day, Mr. Aalaei called Mr. Hussain. During this call, Mr. Aalaei indicated that the acquisition price in Parent’s proposal undervalued Aquantia. Mr. Hussain indicated that he would like to have further discussions with Mr. Aalaei to better understand Aquantia’s recent financial performance.

On March 25, 2019, the Board of Directors held a telephonic meeting, together with representatives of Cooley and Aquantia management, to discuss the non-binding proposal from Parent. The Board of Directors then unanimously approved the engagement of Barclays to act as Aquantia’s financial advisor with respect to a process to evaluate potential strategic transactions. The Board of Directors authorized senior management to work with Barclays to contact a select number of additional potential strategic acquirers to assess their interest in a transaction with Aquantia.

On March 26, 2019, Mr. Aalaei met with Mr. Hussain at Parent’s offices. During this meeting, Mr. Hussain requested that Mr. Aalaei schedule a meeting with members of Parent’s and Aquantia’s senior management to discuss Aquantia’s business and recent financial performance.

On March 27, 2019, representatives of Parent and Aquantia had in-person meetings at Barclays’ offices in Menlo Park to discuss the merits of a potential transaction between the parties, and Aquantia provided Parent with high level information related to its business and recent financial performance. At this meeting, Mr. Aalaei reiterated to Mr. Hussain that Parent’s proposed acquisition price of $11.75 per share was too low and that Aquantia would not entertain a potential transaction unless the price per share were increased meaningfully. In addition, during these meetings, Mr. Aalaei noted that Aquantia’s earnings announcement was scheduled for May 6, 2019 and he believed that if a transaction were to be entered into, Parent would need to be in a position to sign and announce a definitive acquisition agreement by that date.

On March 29, 2019, Mr. Hussain called Mr. Aalaei and said that Parent would submit a revised proposal to acquire Aquantia with a higher price per share. Mr. Hussain also explained that Parent was interested in signing a definitive acquisition agreement with Aquantia prior to May 6, 2019.

On March 30, 2019, senior management of Aquantia discussed with Barclays which potential strategic acquirers might be interested in a strategic transaction with Aquantia.

On April 3, 2019, Mr. Murphy called Mr. Aalaei to convey Parent’s continued interest in a potential strategic transaction with Aquantia. Mr. Murphy indicated that Parent would be sending Aquantia a revised preliminary non-binding proposal to acquire Aquantia the next day.

On April 4, 2019, Parent delivered a revised non-binding proposal to acquire all of Aquantia’s outstanding common stock at a price of $12.50 per share in cash (the “April 4 Proposal”). The April 4 Proposal also requested that Aquantia enter into a 30-day exclusivity agreement with Parent.

On April 4, 2019, the Board of Directors held a telephonic meeting, together with representatives of Barclays and Cooley and Aquantia management, to review the potential sale process, and discuss the April 4 Proposal. Mr. Aalaei also updated the Board of Directors on plans to initiate contact with potential strategic acquirers.

Also on April 4, 2019, Mr. Aalaei met with the chief executive officer of Company B (the “Company B CEO”) to discuss terms of a possible acquisition of Aquantia by Company B. The Company B CEO explained that Company B would be interested in participating in a potential sale process.

On April 5, 2019, Aquantia entered into an engagement letter with Barclays to act as Aquantia’s exclusive financial advisor with respect to a process to evaluate potential strategic transactions.

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On April 6, 2019, the Board of Directors held a telephonic meeting, together with representatives of Barclays and Cooley and Aquantia management, to review the potential sale process, discuss the April 4 Proposal and decide on a response to Parent regarding the April 4 Proposal. The Board of Directors also directed Mr. Aalaei and Barclays to finalize a list of other potential strategic acquirers and begin the outreach process to each of them regarding a potential strategic transaction. The Board of Directors discussed with Barclays the merits of and considerations associated with reaching out to 12 specified potential acquirers who had been identified. It was noted that two of the potential acquirers were customers of Aquantia and could raise significant commercial issues for Aquantia and one might raise significant antitrust issues, and the Board of Directors decided not to approach these three potential acquirers at that time. The Board of Directors also discussed approaching financial sponsors but determined that it was unlikely any would be interested in a potential transaction with Aquantia.

Also on April 6, 2019, Aquantia sent a letter to Mr. Murphy (a) indicating that Aquantia was willing to continue discussions regarding a potential transaction with Parent, (b) proposing an acquisition of all of Aquantia’s outstanding common stock at a price of $14.50 per share in cash, and providing a financial presentation to support Aquantia’s proposal for this higher price, and (c) indicating that Aquantia was not willing to grant exclusivity to Parent.

On April 8, 2019, Mr. Murphy emailed Mr. Aalaei regarding Aquantia’s April 6, 2019 letter. Mr. Murphy indicated that Parent would be unable to increase the price per share in its proposal above $12.50 and conveyed that Parent would be interested in conducting further diligence on Aquantia’s business.

On April 9, 2019, the Board of Directors held a telephonic meeting, together with representatives of Barclays and Cooley and Aquantia management, and was updated by Barclays and Aquantia management on the outreach process to other potential strategic acquirers, reviewed the status of negotiations with Parent and Parent’s ongoing diligence efforts and engaged in a lengthy further deliberation attendant to the merits of a potential transaction at an acceptable price. Mr. Aalaei explained to the Board of Directors that Mr. Murphy had told him that Parent would not raise the price per share in its proposal above $12.50, but Mr. Aalaei expressed his belief that engaging in further diligence discussions with Parent would likely persuade Parent that a higher price was justified. The Board of Directors then authorized Mr. Aalaei to continue to respond to Parent’s due diligence requests and to further negotiate an increase in the price per share with Parent. Later that day, Mr. Aalaei had a telephone call with Mr. Murphy. During this call, Mr. Aalaei indicated that Aquantia would be willing to meet with members of Parent’s senior management later that week to provide additional information about Aquantia’s market, technology, products, customers and financial position.

On April 10, 2019, Parent provided an initial diligence request list and a draft merger agreement to Aquantia. The draft merger agreement included a termination fee equal to 3.5% of Aquantia’s equity value which would be payable by Aquantia in the event that, among other situations, Aquantia were to terminate the merger agreement to enter into an alternative transaction. The draft merger agreement did not include the concept of a reverse termination fee payable by Parent to Aquantia and did not include any requirement for Parent to divest assets if the transaction was challenged by a regulatory body, including the FTC, DOJ or CFIUS. The draft merger agreement also indicated that certain unnamed persons would be expected to enter into noncompetition agreements concurrently with the execution of the merger agreement.

On April 11, 2019, Aquantia entered into a confidentiality agreement with Parent, which did not impose a standstill limitation on Parent (the “Parent NDA”).

Between April 11, 2019 and April 12, 2019, Barclays, at the direction of Aquantia, contacted eight potential strategic acquirers, and Aquantia management contacted one additional potential strategic acquirer, to see if they would be interested in a possible negotiated transaction with Aquantia. Over the following ten days, six of these parties indicated that they were not interested in pursuing a transaction with Aquantia. Of the remaining three parties, Company A and Company B executed confidentiality agreements with Aquantia as described below. Company C was provided with a confidentiality agreement but did not execute it.

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On April 12, 2019, members of senior management of Parent and Aquantia met at Barclays’ offices in Menlo Park so that Aquantia could give a presentation to Parent about Aquantia’s market, technology, products, customers and financial position.

Also on April 12, 2019, Barclays, at the direction of Aquantia, indicated to each of Company A and Company B that the date of Aquantia’s earnings release was the deadline for entering into a definitive acquisition agreement with Aquantia.

On April 15, 2019, Messrs. Aalaei and Murphy met to discuss the potential transaction between Aquantia and Parent. Mr. Aalaei again reiterated that $12.50 was not a high enough price per share for Aquantia to enter into a transaction. Mr. Murphy then told Mr. Aalaei that Parent’s board of directors had approved an acquisition proposal of up to $13.00 per share in cash. In response, Mr. Aalaei indicated that Aquantia was interested in a price in the range of $14.00-$16.00 per share, but asked if Mr. Murphy believed Parent’s board of directors would approve a price of $13.50 per share. Mr. Murphy reiterated that the highest price Parent’s board of directors had authorized was $13.00 per share. After discussing each other’s views further, Mr. Murphy and Mr. Aalaei agreed to ask their respective boards of directors to consider whether a proposal to acquire all of Aquantia’s outstanding common stock at a price of $13.25 per share in cash would be acceptable. Mr. Murphy also conveyed that Parent would be interested in continuing Mr. Aalaei’s involvement with Aquantia after the completion of the proposed transaction. Mr. Murphy outlined two proposals — one that would involve Mr. Aalaei continuing in a full time role and another that would involve Mr. Aalaei assisting with transition and integration. Mr. Murphy did not discuss a proposed salary, title or any other terms of employment or engagement for Mr. Aalaei. Mr. Aalaei indicated that he might be willing to help with integrating the two companies, but could not commit to anything at that time.

Following this meeting, on April 15, 2019, Mr. Aalaei informed the Board of Directors by email that $13.25 was the best price Parent would be willing to propose.

On April 15, 2019, Company B sent Aquantia a list of topics that Company B wanted to be covered at an in person meeting to be held on April 16, 2019.

On April 16, 2019, Parent delivered a further revised non-binding proposal to acquire all of Aquantia’s outstanding common stock at a price of $13.25 per share in cash (the “April 16 Proposal”). The April 16 Proposal indicated that Parent would seek to identify and retain certain employees of Aquantia, but did not specify which employees or the terms of such retention, and did not condition its proposal on the continued employment of any of Aquantia’s employees.

Also on April 16, 2019, Aquantia entered into a confidentiality agreement with Company B, which included a customary standstill provision, which is still in effect, that allowed Company B to privately and confidentially approach the chief executive officer of Aquantia to make acquisition proposals during the standstill period. That same day representatives of Barclays, Aquantia, and Company B and its financial advisors had an in person meeting at the offices of Barclays. Later in the day, Company B sent Aquantia a follow up due diligence request list. Aquantia provided responses on April 17, 2019. Subsequently on April 17, 2019, Company B sent Aquantia an updated due diligence request list. Aquantia responded to these requests on April 23, 2019.

Also on April 17, 2019, Messrs. Aalaei and Murphy discussed the potential transaction between Parent and Aquantia by telephone. During the call, Mr. Aalaei stressed the importance of deal certainty and related provisions in the draft merger agreement, including the need to include substantive changes to the regulatory covenants. Mr. Aalaei also indicated that Aquantia would require Parent to amend the Parent NDA to add a customary standstill provision. Later that same day, a senior member of Aquantia’s management team reiterated to Parent the need for deal certainty in the draft merger agreement.

On April 18, 2019, Aquantia entered into a confidentiality agreement with Company A, which included a customary standstill provision, which is still in effect, that allowed Company A to privately and confidentially approach the chief executive officer of Aquantia to make acquisition proposals during the standstill period.

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Also on April 18, 2019, Mr. Hussain met Mr. Aalaei at Aquantia’s office to discuss various business-related diligence matters.

On April 19, 2019, Aquantia and Parent amended the Parent NDA to include a customary standstill provision.

Also on April 19, 2019, Aquantia sent a revised draft of the merger agreement back to Parent. The revised draft left the termination fee blank, included an absolute, “hell or high water” standard for Parent’s obligation to obtain regulatory approvals for the proposed transaction, removed the requirement that certain individuals enter into a noncompetition agreement concurrently with the execution of the merger agreement, and modified certain provisions, including the definition of “Material Adverse Effect”, to make it more difficult for Parent to refuse to complete the proposed transaction. The revised draft of the merger agreement also requested a 40-day “go-shop” provision with a reduced termination fee if a transaction with a third party were entered into during the go-shop period.

On April 21, 2019, Aquantia opened a virtual data room on Donnelley Financial Solutions’ Venue (the “Data Room”). That same day, Parent was granted access to the Data Room.

On April 21, 2019, Aquantia delivered a confidentiality agreement to Company C, which included a customary standstill provision that would allow Company C to privately and confidentially approach the chief executive officer of Aquantia to make acquisition proposals during the standstill period. Although the form of confidentiality agreement had been agreed to between Aquantia and Company C, such confidentiality agreement was not counter-signed by Company C.

On April 22, 2019, representatives of Aquantia management and Barclays met with and gave a presentation to members of management of Company A.

Also on April 22, 2019, representatives of Parent’s legal counsel, Hogan Lovells US LLP (“Hogan Lovells”), had a telephone call with representatives of Cooley to negotiate the merger agreement.

On April 23, 2019, Company A indicated that it was not interested in pursuing a transaction with Aquantia in view of Aquantia’s financial earnings in the first fiscal quarter of 2019 and Aquantia’s forecast for the second fiscal quarter of 2019.

Also on April 23, 2019, Hogan Lovells sent to Cooley a draft voting and support agreement to be entered into by certain Aquantia stockholders. The draft contained an irrevocable proxy and non-solicitation provisions. Parent did not indicate which Aquantia stockholders it would require to execute voting and support agreements.

On April 23, 2019, at an informal dinner attended by the Board of Directors, senior management of Aquantia and representatives of Cooley and Barclays, the Board of Directors discussed the April 16 Proposal and concluded that $13.25 per share could be an acceptable acquisition price, subject to the market check being performed by Barclays, favorable terms in the merger agreement, and the time it could take to sign and close the transaction, including regulatory concerns.

At a regular meeting on April 24, 2019, the Board of Directors, together with representatives of Cooley and Aquantia management, discussed the ongoing negotiations with Parent and potential strategic alternatives with potential strategic acquirers. In order to best facilitate this strategic review process, the Board of Directors unanimously resolved at this meeting to establish a transaction committee (the “Transaction Committee”), comprised of directors Messrs. Aalaei, Sam Srinivasan and Geoffrey G. Ribar, each of whom had expertise and experience in acquiring and selling companies, to assist the Board of Directors in fulfilling its responsibility relating to the review, evaluation and negotiation of potential strategic alternatives that could maximize value for Aquantia’s stockholders.

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Also on April 24, 2019, Company C indicated that it was not interested in pursuing a transaction with Aquantia and canceled the previously scheduled management presentation. Company C indicated that it did not wish to proceed because it did not have the infrastructure or technology platform to achieve the necessary synergies to make a transaction with Aquantia attractive.

On April 25, 2019, Hogan Lovells sent a revised draft of the merger agreement to Cooley. The revised draft of the merger agreement removed the request for a “go-shop” provision, removed the “hell or high water” provision and reinserted both the 3.5% termination fee to be paid by Aquantia to Parent and the requirement that certain unnamed persons would be required to enter into noncompetition agreements concurrently with the execution of the merger agreement. The draft also revised the definition of “Material Adverse Effect” in a manner that was less favorable to Aquantia.

Also on April 25, 2019, the Company B CEO contacted Mr. Aalaei and said that Company B’s board of directors had authorized the Company B CEO to participate in Aquantia’s sale process and that a formal letter of interest would be forthcoming.

On April 26, 2019, Cooley sent a revised draft voting and support agreement to Hogan Lovells, which removed the irrevocable proxy and modified the non-solicitation provisions.

Also on April 26, 2019, Company B delivered a non-binding letter of interest to Aquantia with a proposal to acquire all of the outstanding shares of Aquantia for $14.00 per share in cash (the “Company B Proposal”). The letter indicated that Company B would need to obtain a debt financing commitment prior to signing a definitive acquisition agreement, but that no financing contingency would be needed as part of the definitive acquisition agreement. That same day, Cooley sent a draft merger agreement to Company B’s counsel and Company B, and Company B and its advisors were granted access to the Data Room.

Also on April 27, 2019, Mr. Aalaei and the Company B CEO discussed a potential transaction between Aquantia and Company B and Aquantia’s continued need to have a definitive acquisition agreement executed before May 6, 2019 in advance of its earnings release. The Company B CEO said that Company B would commit the necessary legal and financial resources to signing a definitive acquisition agreement by that date.

Also on April 27, 2019, representatives of Aquantia, Barclays, Company B and its financial advisors had a due diligence call to discuss the contents of the Data Room and the plan for due diligence in order to announce a transaction by May 6, 2019.

Also on April 27, 2019, representatives of Cooley sent an issues list to representatives of Hogan Lovells outlining Aquantia’s position on several open issues in the draft merger agreement, including Aquantia’s proposal that the termination fee to be paid by Aquantia to Parent would be 3.0% of Aquantia’s equity value.

On April 28, 2019, Company B scheduled a due diligence call with Aquantia and Cooley to occur on the morning of April 29, 2019.

On the morning of April 29, 2019, the Company B CEO emailed Mr. Aalaei to withdraw the Company B Proposal and withdraw from Aquantia’s sale process. Mr. Aalaei then called the Company B CEO. The Company B CEO stated that given the large volume of materials provided in the Data Room, Company B had concluded it did not have the necessary resources to conduct a proper due diligence review and sign a definitive acquisition agreement prior to Aquantia’s earnings release.

Throughout the day of April 29, 2019, members of Parent’s and Aquantia’s respective management teams met in person for due diligence meetings at the offices of Cooley. Later that same day, representatives of Hogan Lovells and Parent negotiated the draft merger agreement and draft voting and support agreement at the offices

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of Cooley with representatives of Cooley and Aquantia. During the negotiation, Mr. Aalaei made clear to Parent the importance to the Board of Directors of deal certainty provisions, including an appropriate definition of “Material Adverse Effect” and appropriate covenants related to actions Parent would be required to take to obtain regulatory approvals. The parties also negotiated the deal protection provisions and related definitions. During the meeting, Parent made a proposal to reduce the termination fee payable by Aquantia to Parent to 3.3% of Aquantia’s equity value. The parties then paused negotiations so that Mr. Aalaei could attend a previously scheduled Transaction Committee meeting.

At 7:00 p.m. Pacific Time, on April 29, 2019, the Transaction Committee held a telephonic meeting with representatives of Cooley and Aquantia management to discuss Company B’s withdrawal from Aquantia’s sale process and the ongoing negotiations with Parent. The Transaction Committee discussed certain potential regulatory issues and the terms of the draft merger agreement provided by Parent, including the definition of “Material Adverse Effect” and the termination fee payable under certain circumstances by Aquantia to Parent. The Transaction Committee approved a termination fee of $16.45 million, an amount equal to approximately 3.2% of the equity value of Aquantia based on an acquisition price of $13.25 per share.

Upon completion of the Transaction Committee meeting, representatives of Hogan Lovells, Parent, Cooley and Mr. Aalaei reconvened negotiations on the draft merger agreement and draft voting and support agreement. Mr. Aalaei made a counter-proposal regarding the size of the termination fee, indicating that Aquantia would be willing to pay $16.45 million, an amount equal to approximately 3.2% of the equity value of Aquantia based on an acquisition price of $13.25 per share, and representatives of Parent accepted that counter-proposal. Parent’s representatives also stated that they were still on track to announce a transaction by May 6, 2019. The parties also discussed the draft voting and support agreement and agreed to include an irrevocable proxy in the voting and support agreements.

On April 29, 2019, Mr. Aalaei and Mr. Hussain met at Cooley’s offices to discuss certain diligence issues. During the conversation, Mr. Aalaei requested an increase to the proposed acquisition price in the April 16 Proposal and Mr. Hussain responded that Parent would not increase its proposed price per share above $13.25.

Between April 30, 2019 and May 5, 2019, representatives of Cooley and Hogan Lovells continued to negotiate the draft voting and support agreement.

Also on April 30, 2019, representatives of Cooley delivered a revised draft merger agreement to representatives of Hogan Lovells.

On May 1, 2019, representatives of Hogan Lovells had a telephone call with representatives of Cooley to continue to negotiate the draft merger agreement. Later that day, representatives of Hogan Lovells sent an issues list to representatives of Cooley outlining Parent’s position on several open issues in the draft merger agreement.

On May 2, 2019, representatives of Hogan Lovells and Parent returned to the offices of Cooley to continue negotiating the draft merger agreement with representatives of Aquantia and Cooley. At the beginning of the meeting, Mr. Aalaei proposed a $75 million reverse termination fee which would be payable by Parent to Aquantia under certain circumstances relating to a regulatory challenge to the proposed transaction. In response to this offer, Parent proposed a reverse termination fee of $16.45 million.

Throughout the day, the parties negotiated several provisions of the draft merger agreement, including, among others, the definition of “Material Adverse Effect”, the amount of the reverse termination fee and covenants related to actions Parent would be required to take to obtain regulatory approvals. At the end of the negotiation, Aquantia again reiterated its proposal of a reverse termination fee of $75 million. During this negotiation, Parent proposed that the Supporting Stockholders be required to sign the Support Agreements concurrently with the execution of the merger agreement.

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Also on May 2, 2019, Cooley sent a draft of the disclosure schedule to Hogan Lovells. Between May 3, 2019 and May 6, 2019, representatives of Cooley and Hogan Lovells exchanged several drafts of the disclosure schedule.

On May 3, 2019, the Board of Directors held a telephonic meeting together with representatives of Barclays and Cooley and Aquantia management. Mr. Aalaei, and representatives of Cooley updated the Board of Directors on the status of the draft merger agreement and draft voting and support agreement, as well as due diligence and regulatory concerns. Mr. Aalaei also indicated that Parent had requested that he remain employed with Aquantia after the completion of the potential transaction, but that he had not discussed compensation, title or terms of employment with Parent. The Board of Directors then authorized Mr. Aalaei to continue to negotiate and finalize the draft merger agreement and draft disclosure schedule.

Later that day, on May 3, 2019, Hogan Lovells sent a revised draft merger agreement and draft disclosure schedule to Cooley, which included a reverse termination fee of $16.45 million, revisions to the definition of “Material Adverse Effect” and additional revisions to the covenants related to actions Parent would be required to take to obtain regulatory approvals, but did not include any requirement for Parent to divest assets under certain circumstances.

On May 4, 2019, Cooley LLP sent a revised draft merger agreement to Hogan Lovells, which included further revisions to the definition of “Material Adverse Effect” and additional revisions to the covenants related to actions Parent would be required to take to obtain regulatory approvals, including a requirement for Parent to divest assets.

On May 5, 2019, representatives of Hogan Lovells, Parent and Aquantia met at the offices of Hogan Lovells (with Cooley joining by phone) to negotiate and finalize the draft merger agreement, including the definition of “Material Adverse Effect”, the covenants related to actions Parent would be required to take to obtain regulatory approvals (including the requirement that Parent divest assets under certain circumstances) and a reverse termination fee of $25.7 million which would be payable by Parent to Aquantia under certain circumstances.

Later that day, on May 5, 2019, at 9:00 p.m., Pacific Time, the Board of Directors met with representatives of Aquantia’ s management and Aquantia’s legal and financial advisors to consider the final proposal from Parent and corresponding draft merger agreement. Representatives of Barclays then reviewed their financial analysis of the $13.25 per share in cash to be paid by Parent pursuant to the proposed draft merger agreement. Members of the Board of Directors asked questions throughout the presentation. Barclays then orally rendered its opinion to the Board of Directors, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of such opinion, and subject to the limitations, qualifications and assumptions set forth therein, from a financial point of view, the $13.25 price per share to be offered to the stockholders of Aquantia in the proposed transaction was fair to the Aquantia stockholders. Representatives of Cooley provided a review for the Board of Directors of their fiduciary duties in the context of the potential transaction. Representatives from Cooley then reviewed certain principal terms of the draft merger agreement that had been negotiated with Parent, including (a) the fiduciary duty exceptions that would permit Aquantia, in certain limited circumstances, to negotiate and accept an unsolicited superior proposal from a third party, (b) the $16.45 million termination fee to be paid by Aquantia to Parent in the event Aquantia were to terminate the transaction in order to accept an alternative transaction with another party, (c) the $25.7 million reverse termination fee that may be paid by Parent to Aquantia and the circumstances under which such amount would become payable, (d) the conditions precedent to the completion of the proposed merger, and (e) certain employee-related retention and compensation matters. Representatives of Cooley also answered questions from members of the Board of Directors regarding the terms of the draft merger agreement. Further discussion ensued. After the presentation by Cooley, the Board of Directors continued to discuss the potential transaction with Parent and the reasons that members of the Board of Directors believed that the proposed merger with Parent was advisable, fair to and in the best interests of Aquantia and its stockholders (for additional information pertaining to the recommendation of the Board of

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Directors, see “The Merger Agreement—Reasons for the Recommendation of our Board of Directors” beginning on page 27). Following such discussion, the Board of Directors unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable and fair to and in the best interests of the Aquantia stockholders, and authorized management to execute the Merger Agreement with Parent.

Early in the morning of May 6, 2019, following the approval of Aquantia’s board of directors, Parent and Aquantia executed and delivered the Merger Agreement and related transaction documents. Concurrently with the execution of the Merger Agreement, the Supporting Stockholders executed and delivered the Voting Agreements and Mr. Aalaei executed and delivered a non-competition agreement in favor of Parent.

On May 6, 2019, the parties issued a joint press release announcing the execution of the Merger Agreement.

Reasons for the Recommendation of our Board of Directors

On May 5, 2019, our Board of Directors unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, Aquantia and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by Aquantia and the Voting Agreements, and the consummation of the Contemplated Transactions, including the Merger, and (iii) recommended the adoption of the Merger Agreement by the holders of Aquantia Common Stock and directed that the Merger Agreement be submitted for adoption by Aquantia stockholders at the Special Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE (1) “FOR” THE MERGER AGREEMENT PROPOSAL; (2) “FOR” THE COMPENSATION PROPOSAL; AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

In the course of reaching its determination and recommendation, our Board of Directors consulted with our management, our outside legal advisor, Cooley LLP (“Cooley”), regarding its obligations, legal due diligence matters and the legal terms of the Merger Agreement, and our financial advisor, Barclays, regarding the financial terms of the Merger Agreement. Our Board of Directors considered a number of factors, including the following factors (which are not listed in any relative order of importance), in reaching its conclusion to approve the Merger Agreement and the Contemplated Transactions, including the Merger, and to recommend that our stockholders vote to adopt the Merger Agreement, which it viewed as supporting its decision to approve the business combination with Parent:

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In the course of its deliberations, our Board of Directors also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

Our Board of Directors considered all of these factors as a whole, and, on balance, concluded that they supported a determination to approve the Merger Agreement and the transactions contemplated by the Merger

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Agreement, including the Merger. The foregoing discussion of the information and factors considered by our Board of Directors is not exhaustive. In view of the wide variety of factors considered by our Board of Directors in connection with its evaluation of the proposed Merger and the complexity of these matters, our Board of Directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Our Board of Directors evaluated the factors described above, among others, and concluded that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interests of Aquantia and its stockholders. In considering the factors described above and any other factors, individual members of our Board of Directors may have viewed factors differently or given different weight or merit to different factors. Our Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this Proxy Statement titled “Caution Regarding Forward-Looking Statements” (page 13).

In considering the recommendation of our Board of Directors to approve the Merger Agreement Proposal, Aquantia stockholders should be aware that our executive officers and directors may have interests in the Merger that are different from, or in addition to, those of Aquantia stockholders generally. Our Board of Directors was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that our stockholders vote “FOR” the Merger Agreement Proposal. See the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger” (page 43) for more information.

Opinion of Aquantia’s Financial Advisor

On April 5, 2019, Aquantia engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Aquantia, including a possible sale of Aquantia. On May 5, 2019, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to our Board of Directors that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be offered to the stockholders of Aquantia in the proposed transaction is fair, from a financial point of view, to such stockholders.

The full text of Barclays’ written opinion, dated as of May 6, 2019, is attached as Annex B to this Proxy Statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the board of directors of Aquantia, addresses only the fairness, from a financial point of view, of the consideration to be offered to the stockholders of Aquantia and does not constitute a recommendation to any stockholder of Aquantia as to how such stockholder should vote with respect to the proposed transaction or any other matter. The terms of the proposed transaction were determined through arm’s-length negotiations between Aquantia and Parent and were unanimously approved by Aquantia’s board of directors. Barclays did not recommend any specific form of consideration to Aquantia or that any specific form of consideration constituted the only appropriate consideration for the proposed transaction. Barclays was not requested to address, and its opinion does not in any manner address, Aquantia’s underlying business decision to proceed with or effect the proposed transaction, the likelihood of the consummation of the proposed transaction, or the relative merits of the proposed transaction as compared to any other transaction in which Aquantia may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the proposed transaction, or any class of such persons, relative to the consideration to be offered to the stockholders of Aquantia in the proposed transaction. No limitations were imposed by Aquantia’s board of

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directors upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Aquantia that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Updated Management Projections (as defined below), upon advice of Aquantia, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Aquantia as to Aquantia’s future financial performance and that Aquantia would perform substantially in accordance with such projections. In addition, upon advice of Aquantia, Barclays assumed that the Company Research Estimates are a reasonable basis upon which to further evaluate the future financial performance of Aquantia and that Aquantia will perform substantially in accordance with such estimates. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they

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were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Aquantia and did not make or obtain any evaluations or appraisals of the assets or liabilities of Aquantia. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, May 6, 2019. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after May 6, 2019.

Barclays assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of Aquantia, that all material governmental, regulatory and third party approvals, consents and releases for the Merger would be obtained within the constraints contemplated by the Merger Agreement and that the proposed transaction will be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the proposed transaction, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood Aquantia had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Aquantia Common Stock but rather made its determination as to fairness, from a financial point of view, to Aquantia’s stockholders of the consideration to be offered to such stockholders in the proposed transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to Aquantia’s board of directors, which financial analyses were presented to the Aquantia board of directors. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

Following this summary of the material financial analyses is a summary (under the section of this Proxy Statement titled “The Merger—Other Factors” (page 38)) of certain other analyses and other information also presented by Barclays to our Board of Directors for informational purposes only, which were not considered part of Barclays’ financial analysis in connection with rendering its advice and its opinion.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Aquantia or any other parties to the proposed transaction. No company, business or transaction considered in Barclays’ analyses and reviews is identical to Aquantia or the proposed transaction, and

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an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of Aquantia, Parent, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Selected Comparable Company Analysis

In order to assess how the public market values shares of publicly traded companies similar to Aquantia and to provide a range of relative implied equity values per Aquantia share by reference to those companies, Barclays reviewed and compared specific financial and operating data related to Aquantia with that of selected companies that Barclays, based on its experience, deemed comparable to Aquantia.

The selected comparable companies with respect to Aquantia were:

Barclays calculated and compared various financial multiples and ratios of Aquantia and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of its enterprise value (“EV”) to its estimated calendar year 2019 and calendar year 2020 revenue, and its estimated calendar year 2020 earnings before interest, taxes, depreciation and amortization and stock based compensation (“EBITDAS”). The EV of each company was obtained by adding its short and long-term debt to the sum of the market value of its fully diluted equity value, using the treasury stock method, based on closing stock prices on May 3, 2019, the value of any preferred stock (at liquidation value), the value of any pension liabilities and the book value of any minority interest, and subtracting its cash, cash equivalents and short and long-term liquid investments. All of these calculations for the selected comparable companies were performed, and based on publicly available financial data, including consensus Wall Street analyst research estimates as to future performance and closing prices, as of May 3, 2019, the last trading date prior to the delivery of Barclays’ opinion. All of these calculations for Aquantia were performed, and based, on Aquantia’s cash balance as of March 31, 2019, the fully diluted number of shares of Aquantia Common Stock, calculated using the treasury stock method, and using the number of Aquantia shares, options to purchase Aquantia shares,

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Aquantia restricted stock units and warrants outstanding as of the close of business on May 3, 2019, and the Updated Management Projections.

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with Aquantia. However, because no selected comparable company is exactly the same as Aquantia, Barclays believed that it was inappropriate to, and therefore did not rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Aquantia and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Aquantia and the companies included in the selected comparable company analysis. Based upon these judgments, Barclays selected a range of multiples for Aquantia and applied such range to the Updated Management Projections to calculate a range of implied values per share of Aquantia Common Stock. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company analysis, the transaction consideration of $13.25 per share was (i) within the range of implied values per Aquantia share calculated using estimated calendar year 2019 revenue, (ii) below the range of implied values per Aquantia share calculated using estimated calendar year 2020 revenue, and (iii) above the range of implied values per Aquantia share calculated using estimated calendar year 2020 EBITDAS.

Selected Comparable Company Discounted Equity Value Analysis

In order to assess how the public market values shares of publicly traded companies similar to Aquantia and to provide a range of relative implied equity values per Aquantia share by reference to those companies, Barclays reviewed and compared specific financial and operating data related to Aquantia with that of the selected companies that Barclays deemed comparable to Aquantia as set forth under the section of this Proxy Statement titled “The Merger—Summary of Material Financial Analyses—Selected Comparable Company Analysis” (page 34).

Barclays calculated and compared each company’s ratio of its current stock price to its projected calendar year 2020 earnings per share, or “EPS”, as adjusted for non-recurring items, amortization of intangibles and stock-based compensation. All of these calculations were performed based on publicly available financial data, including consensus Wall Street analyst research estimates as to future performance, and closing prices as of May 3, 2019, the last trading date prior to the delivery of Barclays’ opinion.

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with Aquantia. However, because no selected comparable company is exactly the same as Aquantia, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Aquantia and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Aquantia and the companies included in the selected company analysis. Based upon these judgments, Barclays selected a range

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of multiples for Aquantia and applied these to the EPS set forth in the Updated Management Projections for calendar years 2021 ($0.63), 2022 ($1.13) and 2023 ($1.78). In order to estimate the present value of shares of Aquantia Common Stock, Barclays discounted implied equity values per Aquantia share by applying Aquantia’s cost of equity of 16.0% that was based on the capital asset pricing model. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company discounted equity value analysis, the transaction consideration of $13.25 per share was (i) above the range of implied values per Aquantia share calculated using estimated calendar year 2021 EPS, (ii) within the range of implied values per Aquantia share calculated using estimated calendar year 2022 EPS, and (iii) below the range of implied values per Aquantia share calculated using estimated calendar year 2023 EPS.

Precedent Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Aquantia with respect to the size, mix, margins and other characteristics of their businesses.

As part of its precedent transaction analysis, for each of the selected transactions, based on information Barclays obtained from publicly available sources, Barclays analyzed the ratio of EV to both the last twelve-months period (“LTM”) and the forward twelve-months period (“NTM”) revenue multiples at the time of announcement of the respective transactions. The results of this precedent transaction analysis are summarized below:

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Aquantia and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences

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between the characteristics of the selected precedent transactions and the proposed transaction which would affect the acquisition values of the selected target companies and Aquantia. Based upon these judgments, Barclays selected ranges of multiples and applied such ranges to the Updated Management Projections to calculate a range of implied values per share of Aquantia. The following table sets forth the results of such analysis:

Barclays noted that on the basis of the selected precedent transaction analysis, the transaction consideration of $13.25 per share was within the ranges of implied values per share calculated using both LTM revenue and NTM revenue.

Discounted Cash Flow Analysis

In order to estimate the present value of Aquantia Common Stock, Barclays performed a discounted cash flow analysis of Aquantia. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated EV of Aquantia using the discounted cash flow method, Barclays added the present values (as of May 3, 2019) of (i) Aquantia’s projected after-tax unlevered free cash flows (calculated as described below) for the nine-month period from April 1, 2019 to December 31, 2019 and for the full years from January 1, 2020 through December 31, 2023 based on the Updated Management Projections and (ii) the estimated “terminal value” of Aquantia as of the end of calendar year 2023, and discounted such amount using a range of selected discount rates. Barclays used the mid-year convention in its discounted cash flow analysis to more accurately reflect the present value of future cash flows because cash flows are actually earned throughout the year rather than at the end of the year. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest, tax expense and amortization (excluding amortization of purchased intangibles) and subtracting capital expenditures and adjusting for changes in net working capital. In deriving the after-tax unlevered free cash flows used in its discounted cash flow analysis of Aquantia, Barclays did not treat stock-based compensation as a cash expense. The residual value of Aquantia at the end of the forecast period, or “terminal value,” was estimated by selecting a range of estimated NTM EBITDAS exit multiples. Barclays assumed a range of NTM adjusted EBITDAS exit multiples of 9.0x to 11.0x, which was derived by Barclays utilizing its professional judgment and experience, taking into account the Updated Management Projections and market data and applying such ranges to the Updated Management Projections. The range of after-tax discount rates of 14.5% to 16.0% was selected based on an analysis of the weighted average cost of capital of Aquantia and the comparable companies used in the section of this Proxy Statement titled “The Merger—Summary of Material Financial Analyses—Selected Comparable Company Analysis” (page 34). Barclays then calculated a range of implied prices per share of Aquantia by subtracting net debt as of March 30, 2019 from the estimated EV using the discounted cash flow method and dividing such amount by the fully diluted number of shares of Aquantia Common Stock, calculated using the treasury stock method, and using the number of Aquantia shares, options to purchase Aquantia shares, Aquantia restricted stock units and warrants outstanding as of the close of business on May 3, 2019. The following summarizes the result of these calculations:

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Barclays also performed a similar analysis using the same methodologies in the immediately preceding paragraph, other than the methodology based on estimated NTM EBITDAS exit multiples, and instead Barclays assumed a range of perpetuity growth rates of 3.0% to 5.0% per annum, which was derived by Barclays utilizing its professional judgment and experience, taking into account the Updated Management Projections and market data and applying such ranges to the Updated Management Projections. The following summarizes the result of these calculations:

Barclays noted that on the basis of the discounted cash flow analysis, the transaction consideration of $13.25 per share was within the range of implied values per Aquantia share calculated using Updated Management Projections, NTM adjusted EBITDAS exit multiples and perpetuity growth rates.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice and its opinion, but were references for informational purposes, including, among other things, the Historical Share Price Review, the Transaction Premium Analysis, Comparable Company Analysis (based on Equity Research Estimates (as defined below)), Precedent Transaction Analysis (based on Equity Research Estimates) and Equity Research Target Prices Review described below.

Comparable Company Analysis (Equity Research Estimates)

Barclays utilized the same methodology to compare Aquantia’s ratio of estimated EV to estimated revenues for each of 2019 ($101 million) and 2020 ($142 million) to such ratio for the selected comparable companies as described above in the section of this Proxy Statement titled “The Merger—Summary of Material Financial Analyses—Selected Comparable Company Analysis” (page 34), except using Wall Street research estimates (“Equity Research Estimates”) for Aquantia as well as for the selected comparable companies instead of using Updated Management Projections with respect to anticipated Aquantia EV and revenues. The following summarizes results of these calculations:

Precedent Transaction Analysis (Equity Research Estimates)

Barclays utilized the same methodology to compare Aquantia’s ratio of EV to both the LTM and the NTM revenue multiples at the time of announcement of the respective transactions as described above in the section of this Proxy Statement titled “The Merger—Summary of Material Financial Analyses—Precedent Transaction Analysis” (page 36), except using Equity Research Estimates for Aquantia instead of using Updated Management Projections with respect to LTM and NTM EV to revenue multiples (with estimated LTM revenues (at March 31, 2019) and NTM revenues (at March 31, 2020) both being $112 million). The following summarizes results of these calculations:

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Equity Research Target Prices Review

Barclays reviewed publicly available one-year forward price targets for shares of Aquantia Common Stock prepared and published by equity research firms that covered Aquantia as of May 3, 2019. The price targets published by the equity research firms did not necessarily reflect current market trading prices for Aquantia Common Stock. Barclays noted that the range of low to high one-year forward share price targets as of May 3, 2019 was $8.00 to $21.00 per share of Aquantia Common Stock.

Historical Share Price Review

To illustrate the trend in the historical trading prices of Aquantia Common Stock, Barclays reviewed historical data with regard to the trading prices of Aquantia Common Stock for the period from May 3, 2018 to May 3, 2019. Barclays noted that during the period from May 3, 2018 to May 3, 2019, the closing price of Aquantia Common Stock ranged from $7.60 to $13.56.

Transaction Premium Analysis

In order to assess the premium to unaffected stock price offered to the stockholders of Aquantia in the proposed transaction relative to the premiums to unaffected stock price offered to stockholders in other transactions, Barclays reviewed the premiums paid in the 61 global electronics mergers and acquisitions transactions known to Barclays involving publicly-listed target companies in which the target equity was valued between $250 million and $1.0 billion from January 1, 2010 to May 3, 2019. For each transaction, Barclays calculated the premium per share paid by the acquirer by comparing the announced transaction value per share to the target company’s (i) closing price on the last trading day prior to announcement of the transaction or first reference in the public news media about the transaction, and (ii) average closing price for the 30 calendar days prior to announcement of the transaction or first reference in the public news media about the transaction.

The reasons for and the circumstances surrounding each of the transactions analyzed in the transaction premium analysis were diverse and there are inherent differences in the business, operations, financial conditions and prospects of Aquantia and the companies included in the transaction premium analysis. Accordingly, Barclays believed that a purely quantitative transaction premium analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning the differences between the characteristics of the selected transactions and the proposed transaction which might affect the acquisition premiums paid for the target companies and proposed to be paid for Aquantia in the Merger. Based upon these judgments, Barclays selected a range of premiums to (i) the closing price of Aquantia Common Stock on May 3, 2019 (the last unaffected trading day prior to the announcement of the sale of Aquantia in the public news media) and (ii) the 30-day average of the closing prices of the Aquantia Common Stock ended on May 3, 2019, to calculate a range of implied values per share of Aquantia Common Stock. The following summarizes the results of these calculations:

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. Aquantia’s board of directors selected Barclays because of its familiarity with Aquantia and its

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qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the proposed transaction.

Barclays is acting as financial advisor to Aquantia in connection with the proposed transaction pursuant to an engagement letter dated April 5, 2019. As compensation for its services in connection with the proposed transaction, Aquantia is obligated to pay Barclays an opinion fee of $1.0 million (which is referred to as the “Opinion Fee”), payable upon the delivery of Barclays’ opinion. The Opinion Fee is not contingent upon the conclusion of Barclays’ opinion or the consummation of the proposed transaction. Additional compensation of $5.2 million will be payable on completion of the proposed transaction against which any Opinion Fee paid will be credited. In addition, Aquantia has agreed to reimburse Barclays for certain of its reasonable out-of-pocket expenses incurred in connection with the proposed transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by Aquantia and the rendering of Barclays’ opinion. Barclays has performed various investment banking and financial services for Aquantia and Parent in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Specifically, in the past two years, Barclays has performed the following investment banking and financial services: (i) Barclays acted as an underwriter on Aquantia’s initial public offering in November 2017; and (ii) Barclays is a lender in Parent’s existing revolving credit facility, for which, in each case, Barclays received customary fees. In the past two years, the aggregate fees received by Barclays from (a) Aquantia for such services were approximately $0.8 million, and (b) Parent were approximately $0.5 million.

Barclays, its subsidiaries and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Aquantia and Parent for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Certain Management Projections Utilized by Aquantia in Connection with the Merger

Aquantia does not, as a matter of course, generally prepare forecasts or projections as to our future performance, other than as necessary for preparation of our operating plan. Further, Aquantia does not generally publicly disclose such forecasts or projections as to our future performance, earnings or other results, other than in its annual and quarterly guidance, due to the inherent unpredictability of the underlying long-term assumptions, estimates and projections.

However, Aquantia is including a summary of certain previously nonpublic unaudited prospective financial information for calendar years 2019-2023 prepared by its management to provide Aquantia stockholders with access to information that was made available to our Board of Directors prior to May 6, 2019 in connection with its evaluation of the proposed Merger with Parent and the Price Per Share. The projections of prospective financial information (for calendar years 2019-2023) were initially prepared by Aquantia management on April 3, 2019 (the “Initial Management Projections”). Those projections were subsequently updated, on April 26, 2019, only to reflect a revised forecast for 2019 based on the actual results of the first fiscal quarter, which ended on March 31, 2019 (the “Updated Management Projections” and together with the Initial Management Projections, the “Management Projections”). The Updated Management Projections were provided to Barclays on April 26, 2019 in connection with the rendering of its opinion to our Board of Directors, and the performance of its related financial analyses. The Updated Management Projections were also made available to Parent, Company A and Company B. See also the section of this Proxy Statement titled “The Merger—Opinion of Aquantia’s Financial Advisor” (page 31).

The information set forth below is included solely to give Aquantia stockholders access to relevant portions of the Management Projections and is not included in this Proxy Statement to influence any Aquantia stockholder to vote in favor of the Merger Agreement Proposal or for any other purpose, including any Aquantia

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stockholder’s decision of whether or not to exercise appraisal rights with respect to such stockholder’s shares of Aquantia Common Stock described in the section of this Proxy Statement titled “The Merger—Rights of Appraisal for Aquantia Stockholders” (page 50).

The Management Projections were not prepared with a view toward public disclosure or toward complying with U.S. generally accepted accounting principles (“GAAP”), nor were they prepared with a view toward compliance with the published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections of prospective financial information. The non-GAAP financial measures used in the Management Projections were relied upon by Barclays for purposes of its opinion and by our Board of Directors in connection with its consideration of the Merger and the Price Per Share. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to Barclays or to our Board of Directors in connection with a proposed business combination like the Merger, if the disclosure is included in a document like this Proxy Statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Barclays for purposes of its opinion or by our Board of Directors in connection with its consideration of the Merger and the Price Per Share. Accordingly, Aquantia has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. In addition, the Management Projections were not prepared with a view towards complying with GAAP, nor were they prepared with the assistance of or reviewed, compiled or examined by independent accountants. The Management Projections may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the Merger.

While the Management Projections are presented with numerical specificity, the Management Projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond Aquantia management’s control. Further, given that the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year beyond their preparation. Important factors that may affect actual results and may result in such projections not being achieved include: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the inability to complete the Merger due to the failure to obtain stockholder approval of the Merger Agreement, or the failure to satisfy other conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the completion of the Merger, and risks and uncertainties pertaining to our business, including the risks and uncertainties detailed in our public periodic filings with the SEC. In addition, the ability to achieve the Management Projections may depend on, in part, whether or not the strategic goals, objectives and targets are reached over the applicable period. The assumptions upon which the Management Projections were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which we operate, and the risks and uncertainties described in the section of this Proxy Statement titled “Caution Regarding Forward-Looking Statements” (page 13), all of which are difficult or impossible to predict accurately and many of which are beyond our control. The Management Projections also reflect assumptions by Aquantia management that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Aquantia business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when such projections were prepared.

The Management Projections were developed by Aquantia management on a standalone basis without giving effect to the Merger and the other Contemplated Transactions, or any changes to Aquantia’s operations or strategy that may be implemented after the completion of the Merger, including any costs incurred in connection with the Merger or the other Contemplated Transactions. Furthermore, the Management Projections do not take into account the effect of any failure of the Merger and the other Contemplated Transactions to be completed and should not be viewed as accurate or continuing in that context.

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Accordingly, there can be no assurance that the Management Projections will be realized, and actual results may differ, and may differ materially, from those shown. The inclusion of the Management Projections in this Proxy Statement should not be regarded as an indication that any of Aquantia, Barclays, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives considered or consider the Management Projections necessarily predictive of actual future events, and the Management Projections should not be relied upon as such. None of Aquantia, Barclays, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives can give any assurance that actual results will not differ from the Management Projections, and Aquantia undertakes no obligation to update or otherwise revise or reconcile the Management Projections to reflect circumstances existing after the date such Management Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error. None of Aquantia, or, to the knowledge of Aquantia, Parent and Merger Sub, intends to make publicly available any update or other revisions to the Management Projections. None of Aquantia, Barclays, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any stockholder or other person regarding the ultimate performance of Aquantia compared to the information contained in the Management Projections or that forecasted results will be achieved.

The Management Projections include certain non-GAAP financial measures, including EBITDAS and unlevered free cash flow (“FCF”). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Aquantia may not be comparable to similarly titled amounts used by other companies. In light of the foregoing factors and the uncertainties inherent in these projections, stockholders of Aquantia are cautioned not to place undue, if any, reliance on these projections.

Management Projections

The Initial Management Projections reflected Aquantia management’s best estimates as of April 3, 2019. The following is a summary, by quarter, of the 2019 financial information that was included in the Initial Management Projections (in millions):

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The Updated Management Projections reflected Aquantia management’s best estimates as of April 26, 2019, taking into account the actual results for the first quarter ended March 31, 2019. The following is a summary of the Updated Management Projections (in millions):

Vote Required and Recommendation of the Board of Directors

At a special meeting of our Board of Directors held on May 5, 2019, our Board of Directors (i) unanimously determined that the Merger is advisable and fair to, and in the best interests of, Aquantia and its stockholders; (ii) unanimously approved the execution, delivery and performance of the Merger Agreement by Aquantia and the consummation of the Contemplated Transactions, including the Merger; and (iii) unanimously recommended the adoption of the Merger Agreement by the holders of Aquantia Common Stock and directed that the Merger Agreement be submitted for adoption by Aquantia’s stockholders at the Special Meeting.

The Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Aquantia Common Stock at the close of business on the Record Date and entitled to vote on the matter. Abstentions and Broker non-votes, if any, will have the same effect as a vote “against” the Merger Agreement Proposal.

Our Board of Directors recommends that the Aquantia stockholders vote “FOR” the Merger Agreement Proposal.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our Board of Directors to vote in favor of the Merger Agreement Proposal, stockholders should be aware that our directors and executive officers have interests in the completion of the Merger that are different from, or in addition to, the interests of our stockholders generally. The members of our Board of Directors were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the Merger Agreement, and in recommending to Aquantia’s stockholders that the Merger Agreement Proposal be approved.

In addition, certain members of our Board of Directors have entered into Voting Agreements with Parent pursuant to which the directors agreed, among other things and subject to certain exceptions and limitations, to vote the shares of Aquantia Common Stock beneficially owned by such directors and any additional Aquantia Common Stock and any other equity securities of Aquantia of which such directors acquire record and/or beneficial ownership after the date of the Voting Agreement in favor of the Merger and the adoption of the Merger Agreement. As of the date of the Voting Agreements, the directors beneficially owned approximately 12.3% of Aquantia’s outstanding shares of Aquantia Common Stock.

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Severance Benefits and Equity Acceleration

Employment of our named executive officers is “at will.” We have entered into employment agreements with Messrs. Aalaei, Parvarandeh, Voll, and Quarles which provide for compensation and other additional benefits in the event of termination of employment under certain circumstances in connection with a change of control (which would include the Merger).

Mr. Aalaei. On April, 21, 2016, we entered into an amended and restated employment agreement with Mr. Aalaei. This employment agreement provides that, in the event Mr. Aalaei is involuntarily terminated by us without cause or he resigns for good reason, whether in connection with the Merger or otherwise, Mr. Aalaei will be entitled to receive (1) continued payment for 18 months of his base salary at the time of termination, ignoring any decrease in base salary that forms the basis for good reason, and (2) the acceleration of the vesting of each of his then outstanding unvested equity awards as of the date of his termination as to the number of shares that would have vested if Mr. Aalaei had been in service for an additional 18 months. In addition, if Mr. Aalaei timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) under our health plans, we will pay or reimburse Mr. Aalaei for the cost of his COBRA premiums for a period of up to 18 months commencing on the first date on which Mr. Aalaei loses health care coverage. Our obligation to pay or reimburse Mr. Aalaei’s COBRA premiums will cease immediately in the event that Mr. Aalaei either becomes eligible for group health insurance or ceases to be eligible for COBRA coverage. In the event that the payment of Mr. Aalaei’s COBRA premiums would violate applicable law, we will instead pay Mr. Aalaei, on the last day of each remaining month of the COBRA payment period, a taxable cash amount that, on an after-tax basis (with a gross up for taxes), is sufficient to obtain the same or equivalent coverage for the remainder of the COBRA payment period, regardless of whether Mr. Aalaei obtains alternative health coverage.

Mr. Aalaei’s severance benefits are conditioned on his execution of a release of claims that becomes effective no later than the 60th day following his separation from service and continuing to comply with his obligations under his proprietary information and inventions assignment agreement, and any similar agreement, and his resignation from our Board of Directors.

The employment agreement with Mr. Aalaei contains a “better after-tax” provision, which provides that, if any of the payments to Mr. Aalaei constitutes a parachute payment under Section 280G of the Code (as defined below), the payments will either be (1) reduced or (2) provided in full to Mr. Aalaei, whichever results in Mr. Aalaei receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code.

In addition, Mr. Aalaei’s employment agreement provides that, unless otherwise requested by Mr. Aalaei prior to the date of grant of a given equity award, in the event Mr. Aalaei is employed by us through the Effective Time, 100% of the unvested shares subject to his then-outstanding equity awards will become vested and, if applicable, exercisable upon the date of the Merger.

Mr. Parvarandeh. On January 3, 2018, we entered into an offer letter with Mr. Parvarandeh. This offer letter provides that, in addition to severance rights outside of the Merger, in the event Mr. Parvarandeh is involuntarily terminated by us without cause or he resigns for good reason within 18 months after the Merger, he will be entitled to receive (1) a lump sum payment equal to 12 months of his base salary at the time of termination (ignoring any decrease in base salary that forms the basis for good reason), and (2) the acceleration of the vesting of each of his then outstanding unvested equity awards as of the date of his termination as to the number of shares that would have vested if Mr. Parvarandeh had been in service for an additional 18 months. In addition, if Mr. Parvarandeh timely elects COBRA coverage under our health plans, we will reimburse Mr. Parvarandeh for the cost of his COBRA premiums for a period of up to 18 months following the date of termination. Our obligation to reimburse Mr. Parvarandeh’s COBRA premiums will cease immediately in the event that Mr. Parvarandeh either becomes eligible for group health insurance or ceases to be eligible for COBRA coverage. We may instead choose to pay Mr. Parvarandeh a taxable cash amount that is equal to the

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premiums for the COBRA payment period (prior to applicable withholdings and deductions). Mr. Parvarandeh is also entitled to a payment of $25,000 per year for up to seven years following termination, paid in seven annual installments beginning on his termination date, to assist with further health insurance premium payments. Our obligation to continue these payments will cease immediately in the event that Mr. Parvarandeh becomes eligible for group health insurance.

Mr. Parvarandeh’s severance benefits are conditioned on his execution of a release of claims that becomes effective no later than the 60th day following his separation from service and continuing to comply with his obligations under his proprietary information and inventions assignment agreement.

Mr. Voll. Mr. On December 9, 2016, we entered into an amendment to Mr. Voll’s employment agreement dated December 10, 2015. As amended, Mr. Voll’s employment agreement provides that, in the event Mr. Voll is involuntarily terminated by us without cause or he resigns for good reason within 18 months after the Merger, he will be entitled to receive (1) a lump sum payment equal to 12 months of his base salary at the time of termination (ignoring any decrease in base salary that forms the basis for good reason), (2) full acceleration of the vesting of each of his then-outstanding unvested equity awards as of the date of his termination, and (3) 12 months of COBRA benefits starting from his termination date.

Mr. Voll’s severance benefits are conditioned on his execution of a release of claims that becomes effective no later than the 60th day following his separation from service and continuing to comply with his obligations under his proprietary information and inventions assignment agreement.

Mr. Quarles. On February 25, 2019, effective as of May 1, 2019, we entered into an amendment to Mr. Quarles’ employment agreement dated August 27, 2018. As amended, Mr. Quarles’ employment agreement provides that, in the event Mr. Quarles is involuntarily terminated by us without cause or he resigns for good reason within 18 months after the Merger, he will be entitled to receive (1) a lump sum payment equal to six months of his base salary at the time of termination (ignoring any decrease in base salary that forms the basis for good reason), (2) the acceleration of the vesting of each of his then outstanding unvested equity awards as of the date of his termination as to the number of shares that would have vested if Mr. Quarles had been in service for an additional 12 months, and (3) six months of COBRA benefits starting from his termination date. Mr. Quarles’ severance benefits are conditioned on his execution of a release of claims that becomes effective no later than the 60th day following his separation from service and continuing to comply with his obligations under his proprietary information and inventions assignment agreement.

Outstanding Shares Held by Executive Officers and Directors

Directors and executive officers will receive the same cash consideration for any shares of Aquantia Common Stock on the same terms and conditions as the other stockholders of Aquantia. As of May 16, 2019, the executive officers and directors of Aquantia beneficially owned, in the aggregate, 4,662,439 shares of Aquantia Common Stock (which, for clarity, excludes shares of Aquantia Common Stock issuable upon the exercise of Company Options and the vesting of Company RSUs).

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The following table sets forth (i) the number of shares of Aquantia Common Stock beneficially owned as of May 16, 2019, by each of our executive officers and directors and (ii) the aggregate Merger Consideration that would be payable for such shares. This table excludes shares of Aquantia Common Stock issuable upon the exercise of Company Options and the vesting of Company RSUs, which are summarized below.

Treatment of Company Equity Awards

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, and after giving effect to any applicable terms of vesting acceleration:

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The vesting of all Company Options and Company RSUs held by our non-employee directors will accelerate in full effective immediately prior to the Effective Time.

The table below sets forth, for each of our executive officers and directors holding Company Options and/or Company RSUs as of May 16, 2019, (1) the aggregate number of Company Options and Company RSUs held by such executive officers and directors and (2) the value of such Company Options and Company RSUs on a pre-tax basis, calculated by multiplying (i) in the case of Company Options, (a) the excess of the Price Per Share over the per share exercise price for each share of Aquantia Common Stock subject to such Company Option by (b) the number of shares subject to such Company Option, and (ii) in the case of Company RSUs, the Price Per Share by the number of shares of Aquantia Common Stock subject to such Company RSUs.

Potential for Future Arrangements

To our knowledge, no employment, equity award or other agreement, arrangement, or understanding between any executive officer or director of Aquantia, on the one hand, and Parent or its affiliates, on the other hand, existed as of the date of this Proxy Statement, and the Merger is not conditioned upon any executive officer or director of Aquantia entering into any such agreement, arrangement, or understanding.

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Although such arrangements have not, to our knowledge, been discussed as of the date of this Proxy Statement, it is possible that members of our current management team will enter into new employment or consulting arrangements with Parent or its affiliates. Such arrangements may include the right to purchase or participate in the equity of Parent or its affiliates. If any such arrangements with the existing management team are to be entered into, we would expect that they will not become effective until after the Merger is completed. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this Proxy Statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that: (i) the Effective Time will occur on July 25, 2019, (ii) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits and equity acceleration under their respective employment agreements or offer letters, as applicable, (iii) the named executive officer’s base salary rates remain unchanged from those in effect as of May 16, 2019, (iv) no named executive officer receives any additional equity grants at or prior to the Effective Time, and (v) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, prior to the Effective Time or the value of payments or benefits that are not based on or otherwise related to the Merger.

In the footnotes to the amounts shown in the table below, we refer to payments that are conditioned on the occurrence of both the Merger as well as the named executive officer’s termination of employment as being payable on a “double-trigger” basis, and we refer to payments that are conditioned only upon the occurrence of the Merger as being payable on a “single-trigger” basis. The individuals named below represent the named executive officers listed in our annual proxy with respect to the fiscal year ending December 31, 2018.

Golden Parachute Compensation⁽¹⁾

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Indemnification of Directors and Executive Officers and Insurance

Pursuant to the terms of the Merger Agreement, members of our Board of Directors and our executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, see the section of this Proxy Statement titled “The Merger Agreement—Indemnification and Insurance” (page  79).

Restrictive Covenant Agreement

On May 6, 2019, Mr. Aalaei, in his capacity as a substantial security holder of Aquantia, entered into noncompetition and non-solicitation agreement in favor of Parent. Such agreement contains noncompetition and non-solicitation restrictive covenants in favor of Aquantia and Parent that become effective upon the date on which the Merger is completed and terminate on the third anniversary of the date on which the Merger is completed.

Voting Agreements

Concurrently with the execution and delivery of the Merger Agreement, the Supporting Stockholders entered into Voting Agreements with Parent with respect to all Aquantia Common Stock beneficially owned by

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such Supporting Stockholders, and any additional Aquantia Common Stock and any other equity securities of Aquantia of which such Supporting Stockholders acquire record and/or beneficial ownership after the date of the Voting Agreements (the “Voting Agreement Shares”). On May 10, 2019, Parent and certain Supporting Stockholders entered into a First Amendment to the Voting and Support Agreement (each, a “Voting Agreement Amendment”) solely to correct errors in the number of Voting Agreement Shares reported as being beneficially owned by such Supporting Stockholders on the date of the Voting Agreement. As corrected by the Voting Agreement Amendments, as of the date of the Voting Agreements, the Supporting Stockholders beneficially owned approximately 4.7 million shares of Aquantia Common Stock (excluding shares of Aquantia Common Stock issuable pursuant to the exercise or vesting of equity awards), which represent approximately 13.4% of the total issued and outstanding shares of Aquantia Common Stock.

Pursuant to the Voting Agreements, the Supporting Stockholders have agreed, unless otherwise directed in writing by Parent, to vote all of the Voting Agreement Shares (i) in favor of (A) the Merger, and the adoption of the Merger Agreement; (B) each of the other actions contemplated by the Merger Agreement and (C) any action in furtherance of any of the foregoing, (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of Aquantia in the Merger Agreement and (iii) against each of the following actions (other than the Merger and the other Contemplated Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving any Aquantia or any of its subsidiaries; (B) any sale, lease, sublease, license, sublicense or transfer of a material portion of the assets of Aquantia or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution or liquidation of Aquantia or any of its subsidiaries; (D) any amendment to Aquantia’s certificate of incorporation or bylaws that may have the effect of (1) frustrating the purpose of, or breaching or nullifying any provision of the Merger Agreement; (2) impeding, interfering with, preventing, delaying or adversely affecting the Merger or (3) changing the voting rights of any shares of capital stock of Aquantia; (E) any material change in the capitalization of Aquantia or Aquantia’s corporate structure; and (F) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions. Under each Voting Agreement, the applicable Supporting Stockholder has granted to Parent (and its designee) an irrevocable proxy to vote the Voting Agreement Shares as provided above.

Other than the Voting Agreement with Joint Stock Company “RUSNANO”, the Voting Agreements, including the irrevocable proxies granted thereunder, will terminate upon the earliest of: (i) the date upon which the Merger Agreement is validly terminated in accordance with its terms; (ii) the date upon which the Merger becomes effective; and (iii) the date upon which Parent and the applicable Supporting Stockholders agree to terminate the Voting Agreement in writing. The Voting Agreement with Joint Stock Company “RUSNANO”, including the irrevocable proxy granted thereunder, will terminate upon the earliest of: (i) the date upon which the Merger Agreement is validly terminated in accordance with its terms; (ii) the date upon which the Merger becomes effective; (iii) the date upon which Parent and Joint Stock Company “RUSNANO” agree to terminate the Voting Agreement in writing; and (iv) the six month anniversary of the date of the Voting Agreement.

Rights of Appraisal for Aquantia Stockholders

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time, who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 the DGCL (“Section 262”). The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this Proxy Statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the record holder of shares of common stock unless otherwise expressly noted herein. Only a holder of record of shares of common

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stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Aquantia Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, holders of shares of Aquantia Common Stock who: (1) submit a written demand for appraisal of their shares, (2) do not vote in favor of the adoption of the Merger Agreement; (3) continuously are the record holders of such shares through the Effective Time; and (4) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Aquantia Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (a) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Aquantia Common Stock as measured in accordance with subsection (g) of Section 262; or (b) the value of the aggregate Merger Consideration in respect of the shares of Aquantia Common Stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (a) and (b) are referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, Aquantia must, not less than 20 days prior to the meeting, notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This Proxy Statement constitutes Aquantia’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this Proxy Statement as Annex C. In connection with the Merger, any holder of shares of Aquantia Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Aquantia believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of Aquantia Common Stock must do ALL of the following:

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In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote its shares.

Filing Written Demand

Any holder of shares of Aquantia Common Stock wishing to exercise appraisal rights must deliver to Aquantia, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A holder of shares of Aquantia Common Stock exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Aquantia stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Aquantia Common Stock must be executed by or on behalf of the holder of record, and must reasonably inform Aquantia of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A

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DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Aquantia Corp.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

Any holder of shares of Aquantia Common Stock who has delivered a written demand to Aquantia and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Aquantia a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Price Per Share within 60 days after the Effective Time. If an appraisal proceeding is commenced and Aquantia, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Price Per Share payable pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each holder of shares of Aquantia Common Stock who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any holder of shares of Aquantia Common Stock who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including, for this purpose, any beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all dissenting stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Aquantia Common Stock. Accordingly, any holders of shares of Aquantia Common Stock who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Aquantia Common Stock within the time and in the manner prescribed in Section 262. The failure of a holder of Aquantia Common Stock to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

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Within 120 days after the Effective Time, any holder of shares of Aquantia Common Stock who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Aquantia has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail this statement to the requesting stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Aquantia Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a holder of shares of Aquantia Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

Determination of Fair Value

After determining the holders of common stock entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Aquantia Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods

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which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Price Per Share. Neither Aquantia nor Parent anticipates offering more than the Price Per Share to any stockholder exercising appraisal rights, and each of Aquantia and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Price Per Share. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of Aquantia Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Price Per Share, without interest. A stockholder will fail to perfect, or effectively lose or withdraw, the holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the holder’s demand for appraisal and an acceptance of the Price Per Share in accordance with Section 262.

From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of Aquantia Common Stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Aquantia Common Stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease.

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Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Delisting and Deregistration of Our Common Stock

If the Merger is completed, Aquantia Common Stock will be delisted from the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”).

Certain Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of certain material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) whose Aquantia Common Stock is exchanged for cash pursuant to the Merger. The discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Department of Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all of which are subject to change and different interpretations, possibly with retroactive effect, and any such change or different interpretation could affect the accuracy of the statements and conclusions set forth in this discussion.

This summary is for the general information of our stockholders only and does not purport to be a complete analysis of all potential tax effects of the Merger. Accordingly, our stockholders should consult their own tax advisors with respect to the particular tax consequences to them of the Merger, including applicable federal, state, local and non-U.S. tax consequences. For example, this summary does not consider the effect of (i) any U.S. federal non-income tax laws, (ii) any applicable state, local, or non-U.S. tax laws, or (iii) the Medicare contribution tax on net investment income or the alternative minimum tax. The discussion applies only to U.S. Holders who hold Aquantia Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to an Aquantia stockholder in light of his, her or its particular circumstances, or that may apply to an Aquantia stockholder subject to special treatment under the U.S. federal income tax laws, including, without limitation, Aquantia stockholders who:

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Aquantia stockholders should consult their own tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of any state, local, foreign or other tax laws.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Aquantia Common Stock that, for U.S. federal income tax purposes, is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust, if (A) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more United States persons, within the meaning of Section 7701(a)(30) of the Code, have authority to control all of the trust’s substantial decisions or (B) the trust has validly elected to be treated as a United States person for U.S. federal income tax purposes.

In General

The exchange of Aquantia Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who exchanges Aquantia Common Stock for cash pursuant to the Merger will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Aquantia Common Stock exchanged. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period for such Aquantia Common Stock is more than one year on the date the Merger is completed. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations.

If a U.S. Holder acquired different blocks of Aquantia Common Stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period, and thus the amount and character of its gain or loss, separately with respect to each block of Aquantia Common Stock.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently at a rate of 24%) generally will apply to payments of cash pursuant to the Merger. Backup withholding will generally not apply, however, to an Aquantia stockholder who furnishes the Paying Agent with its correct taxpayer identification number on a properly completed Internal Revenue Service (“IRS”) Form W-9 (if such Aquantia stockholder is a U.S. person as defined in the instructions thereto) or a properly completed appropriate IRS Form W-8 (if the Aquantia stockholder is not such a U.S. person) or otherwise establishes a basis for exemption from backup withholding. Each Aquantia stockholder and, if applicable, each other payee, should properly complete and sign the IRS Form W-9 included with the letter of transmittal (or the applicable IRS Form W-8) to provide the information and certification(s) necessary to avoid the imposition of backup withholding.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against such holder’s U.S. federal income tax liability (if any); provided the required information is furnished to the IRS on a timely basis. Aquantia stockholders should consult their tax advisors as to their qualifications for exemption from backup withholding and the procedure for obtaining such an exemption.

THE FOREGOING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE DISCUSSION OF ALL THE POTENTIAL TAX CONSEQUENCES OF THE MERGER. HOLDERS OF AQUANTIA COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES, AND CHANGES IN ANY LAWS. NOTHING IN THIS DISCUSSION IS INTENDED TO BE, OR SHOULD BE CONSTRUED AS, TAX ADVICE.

Regulatory Approvals Required for the Merger

In General

Under the Merger Agreement, each of Parent and Aquantia has agreed to use reasonable best efforts, subject to specified limitations, to take, or cause to be taken, all actions necessary to complete the Merger and make effective the other Contemplated Transactions, including satisfying the CFIUS Condition. See the sections of this Proxy Statement titled “The Merger Agreement—Efforts to Complete the Merger” (page 80) and “The Merger Agreement—Conditions to Completion of the Merger” (page 83) for more information.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act is thirty (30) calendar days, unless the waiting period is terminated earlier or extended by a second request for additional information. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until Aquantia and Parent file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Aquantia and Parent made the necessary filings with the FTC and the Antitrust Division of the DOJ on May 20, 2019.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

CFIUS

Aquantia and Parent have determined that the proposed transaction is subject to review by CFIUS, an interagency committee that is chaired by the Secretary of the Treasury and comprises representatives from other U.S. government agencies, and that is authorized to review certain foreign investments for potential national security concerns.

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Aquantia and Parent have determined that Parent is a “foreign person” for purposes of applicable regulations, and the Merger would result in Parent acquiring control over Aquantia. Accordingly, the Merger Agreement provides for Aquantia and Parent to submit a declaration to CFIUS at least 45 days prior to closing. Once the declaration is submitted to and accepted by CFIUS, CFIUS will have 30 days to review the declaration. At the conclusion of the 30-day period, CFIUS may: (a) request that Aquantia and Parent file a written notice (a “Joint Voluntary Notice”) with respect to the Merger; (b) inform Aquantia and Parent that CFIUS is not able to complete action under applicable regulations with respect to the Merger on the basis of the declaration and that Aquantia and Parent may file a Joint Voluntary Notice to seek written notification from CFIUS that CFIUS has concluded all action under applicable regulations with respect to the Merger; (c) initiate a unilateral review of the Merger; or (d) notify Aquantia and Parent that CFIUS has concluded all action under applicable regulations with respect to the Merger. Under the Merger Agreement, Aquantia and Parent have agreed that the CFIUS Condition (as defined below) will be satisfied if they receive a notice from CFIUS described in (b) or (d) above. Aquantia and Parent submitted a declaration to CFIUS on May 23, 2019.

If Aquantia and Parent are requested by CFIUS to submit a Joint Voluntary Notice (i.e., through the request described in clause (a) of the preceding paragraph), the parties will submit a Joint Voluntary Notice to CFIUS, which will undertake an initial 45-day review that may be extended by CFIUS for an additional 45-day investigation. CFIUS may reject the Joint Voluntary Notice at any time after it has been accepted for certain reasons, including if Aquantia and Parent do not provide information requested by CFIUS within three business days of the request or within a longer time frame if Aquantia and Parent so request in writing and CFIUS grants that request in writing. As a result of CFIUS’s review or investigation of the Merger, CFIUS may: (a) conclude action under applicable regulations by determining that there are no unresolved national security concerns; (b) send a report to the President of the United States (the “President”) recommending that the Merger be suspended or prohibited; or (c) send a report to the President requesting the President’s decision if: (i) CFIUS recommends that the President suspend or prohibit the Merger; (ii) the members of CFIUS are unable to reach a decision on whether to recommend that the President suspend or prohibit the Merger; or (iii) CFIUS requests that the President make a determination with regard to the Merger. Should CFIUS send a report to the President, the President will have up to 15 days to decide whether to suspend or prohibit the Merger.

For purposes of the Merger Agreement, the “CFIUS Condition” will be deemed to have been satisfied if: (a) Aquantia and Parent receive written notice from CFIUS stating that CFIUS has concluded that the Merger is neither a “covered transaction” nor a “pilot program covered transaction” as those terms are defined at 31 C.F.R. § 800.207 and 31 C.F.R. § 801.210, respectively, and, therefore, not subject to review by CFIUS; (b) Aquantia and Parent receive written notice from CFIUS stating that CFIUS has concluded all action under applicable regulations with respect to the Merger and CFIUS has determined that there are no unresolved national security concerns with respect to the Merger; provided, however, that if the written notice described in this clause (b) requires or contemplates that Parent or any of its affiliates take or agree to take, or will take or agree to take, any action or actions that would, individually or in the aggregate, reasonably be expected to constitute a Burdensome Condition, other than a Burdensome Condition to which Parent had previously agreed in writing), then the CFIUS Condition will not be deemed to have been satisfied; (c) Aquantia and Parent receive written notice from CFIUS pursuant to 31 C.F.R. § 801.407(a)(2) that CFIUS is not able to complete action under the DPA with respect to the Merger on the basis of the declaration submitted and that Aquantia and Parent may file a Joint Voluntary Notice; or (d) CFIUS sends a report to the President requesting the President’s decision and the President has announced a decision not to take any action to suspend or prohibit the Merger pursuant to the DPA.

Litigation Relating to the Merger

Between May 30, 2019 and June 7, 2019, seven stockholder actions were filed in federal court (captioned Wang v. Aquantia Corp., et al., No. 19-cv-03000 (N.D. Cal. filed May 30, 2019); Sabatini v. Aquantia Corp., et al., No. 19-cv-01020-UNA (D. Del. filed May 31, 2019) (filed on behalf of a putative class); Carter v. Aquantia Corp., et al., No. 19-cv-03092 (N.D. Cal. filed June 4, 2019) (filed on behalf of a putative class); Yu v. Aquantia

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Corp., et al., No. 19-cv-05293-PAE (S.D.N.Y. filed June 5, 2019); Vakil v. Aquantia Corp., et al., No. 19-cv-05287-DLC (S.D.N.Y. filed June 5, 2019); Engel v. Aquantia Corp., et al., No. 19-cv-05285-LLS (S.D.N.Y. filed June 5, 2019); and Ward v. Aquantia Corp., et al., No. 19-cv-05367 (S.D.N.Y. filed June 7, 2019) (filed on behalf of a putative class)) against Aquantia and our Board of Directors related to the Merger. The lawsuits assert violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. Plaintiffs contend that Aquantia’s Preliminary Proxy Statement on Schedule 14A, filed on May 29, 2019, omitted or misrepresented material information regarding the Merger. The complaints seek, among other things, injunctive relief, rescission or rescissory damages, and an award of plaintiffs’ respective costs, including attorneys’ fees and expenses.

Aquantia believes the allegations and claims asserted in the six lawsuits are without merit, and Aquantia intends to defend vigorously against all claims asserted.

Stockholders may file additional lawsuits challenging the Merger, which may name Aquantia, members of our Board of Directors or others as defendants. No assurance can be made as to the outcome of such lawsuits or the lawsuits described above, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the completion of the Merger in the expected timeframe, or may prevent the Merger from being completed altogether.

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THE MERGER AGREEMENT

The following description summarizes the material provisions of the Merger Agreement, a copy of which is included as Annex A to this Proxy Statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the Merger Agreement and not by this summary. This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement. Aquantia urges you to read carefully this entire Proxy Statement, including the annexes and the documents incorporated by reference, before making any decisions regarding the Merger.

The Merger Agreement has been included to provide you with information regarding its terms, and Aquantia recommends that you read the Merger Agreement carefully and in its entirety. The Merger Agreement establishes and governs the legal relations among the parties with respect to the Merger, Aquantia and Parent. The representations and warranties described below and included in the Merger Agreement were made by the parties to each other as of specific dates. The assertions contained in those representations and warranties were made solely for purposes of the Merger Agreement and may be subject to important qualifications and limitations agreed to by Aquantia and Parent in connection with negotiating the terms of the Merger Agreement, which you should consider as you read the representations and warranties in the Merger Agreement. The representations and warranties are qualified in their entirety by certain information Aquantia filed with the SEC prior to the date of the Merger Agreement, as well as by confidential disclosure schedules that Aquantia delivered to Parent in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders of Aquantia, and the representations and warranties have been used for the purpose of allocating risk between Parent and Aquantia. Accordingly, the representations and warranties in the Merger Agreement should be read in conjunction with the other information provided elsewhere in this Proxy Statement and in the documents that are incorporated by reference into this Proxy Statement for information regarding Aquantia and its business. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 96).

The Merger

On May 6, 2019, Parent, Merger Sub and Aquantia entered into the Merger Agreement.

Subject to and upon the terms and the conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, Merger Sub will be merged with and into Aquantia, whereupon the separate corporate existence of Merger Sub will cease and Aquantia will continue its existence under the laws of the State of Delaware as the surviving corporation (the “Surviving Corporation”) and as an indirect wholly owned subsidiary of Parent. The Merger will have the effects set forth in the Merger Agreement and the applicable provisions of the DGCL. At the Effective Time, all of the property, rights, privileges, powers and franchises of Aquantia and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of Aquantia and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation. The certificate of incorporation of the Surviving Corporation will be amended and restated as of the Effective Time to conform to Exhibit C of the Merger Agreement, and the bylaws of the Surviving Corporation will be amended and restated as of the Effective Time to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. The directors and officers of the Surviving Corporation immediately after the Effective Time will be the respective individuals who are directors and officers of Merger Sub immediately prior to the Effective Time, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

Effective Time and Completion of the Merger

The Merger Agreement provides that the completion of the Merger will take place on a business day to be mutually agreed by Parent and Aquantia, which must be no later than the third business day after the date on

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which the last to be satisfied or waived of the conditions to the completion of the Merger set forth in the Merger Agreement (other than the conditions relating to Parent’s and Aquantia’s receipt of certain certifications) is satisfied or waived, but subject to the satisfaction or waiver of the closing condition of each of Parent and Aquantia relating to the receipt of such certifications from the other party and the continued satisfaction or waiver of each of the other closing conditions set forth in the Merger Agreement (see the section of this Proxy Statement titled “The Merger Agreement—Conditions to Completion of the Merger” (page 83) for more information regarding closing conditions) or at such other place, time or date as Parent and Aquantia may jointly designate. Notwithstanding the foregoing, if the completion of the Merger would otherwise be required to occur during the last 15 days of any fiscal quarter of Parent, then Parent may elect, by delivering a written notice to Aquantia at least one business day prior to the date on which the completion of the Merger would otherwise be required to occur, to delay the completion of the Merger until the second business day of the following fiscal quarter of Parent. If Parent so elects to delay the completion of the Merger, then, effective as of the date the completion of the Merger would otherwise be required to occur, each of Parent, Merger Sub and Aquantia will deliver certain certifications to the other party and irrevocably waive in writing each of the other closing conditions set forth in the Merger Agreement, other than those relating to the absence of certain restraints prohibiting the completion of the Merger.

The Merger will become effective when a certificate of merger satisfying the applicable requirements of the DGCL is duly filed with the Secretary of State of the State of Delaware, or at such later time as may be mutually agreed by Parent and Aquantia and specified in such certificate of merger (the “Effective Time”). The date on which the Effective Time occurs is referred to herein as the “closing date of the Merger.”

Merger Consideration

At the Effective Time, each share of Aquantia common stock that is outstanding immediately prior to the Effective Time (other than shares held by Parent, Merger Sub, Aquantia or any of their respective wholly owned subsidiaries and shares as to which appraisal rights have been properly exercised pursuant to Delaware law, as described in the section of this Proxy Statement titled “The Merger—Rights of Appraisal for Aquantia Stockholders” (page 50)) will be converted into the right to receive $13.25 in cash (the “Price Per Share”), without interest.

At the Effective Time, any shares of Aquantia Common Stock that are held by Aquantia (or held in Aquantia’s treasury) or held, directly or indirectly, by Parent, Merger Sub or any other wholly owned subsidiary of Parent immediately prior to the Effective Time will be canceled and retired and will cease to exist, and no consideration will be delivered in exchange for such shares. At the Effective Time, any shares of Aquantia Common Stock that are held, directly or indirectly, by a wholly owned subsidiary of Aquantia immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding as an equal number of shares of common stock of the Surviving Corporation.

The Merger Agreement provides that, if any shares of Aquantia Common Stock outstanding immediately prior to the Effective Time constitute restricted stock (“Company Restricted Stock”), then: (a) the Price Per Share payable in exchange for each such share of Company Restricted Stock will be unvested and subject to the same repurchase option, risk of forfeiture or other conditions applicable to such Company Restricted Stock; and (b) such consideration need not be paid until such time as such repurchase option, risk of forfeiture or other condition lapses or otherwise terminates.

The Merger Agreement further provides that if, between the date of the Merger Agreement and the Effective Time, the outstanding shares of Aquantia Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a stock dividend is declared by Aquantia during such period, or a record date with respect to any such event shall occur during such period, then the consideration to be paid in respect of shares of Aquantia Common Stock will be adjusted to the extent appropriate.

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Exchange of Certificates

On or prior to the closing date of the Merger, Parent will select a reputable bank or trust company to act as paying agent in the Merger (the “Paying Agent”). The Merger Agreement provides that, Parent will use reasonable efforts to deposit with the Paying Agent, promptly after the Effective Time on the closing date of the Merger (and in any event within one business day following the closing date of the Merger), cash sufficient to make payments of the Merger Consideration for shares of Aquantia Common Stock, other than payments of the Merger Consideration that may become payable with respect to shares of Aquantia Common Stock that, immediately prior to the Effective Time, constituted Company Restricted Stock. Following the Effective Time, Parent will retain cash sufficient to make payments of the Merger Consideration payable to the former holders of Company Restricted Stock in accordance with the Merger Agreement.

The Merger Agreement provides that, promptly after the Effective Time, the Paying Agent will mail to the record holders of certificates of shares of Aquantia Common Stock or of uncertificated shares of Aquantia Common Stock immediately prior to the Effective Time a letter of transmittal, in customary form and containing such provisions as Parent may reasonably specify, and instructions on how to surrender such certificates or transfer such shares in exchange for the Merger Consideration. The Merger Agreement further provides that, upon surrender by a record holder of a certificate of shares of Aquantia Common Stock to the Paying Agent or compliance with the reasonable procedures established by the Paying Agent for transfer of uncertificated shares of Aquantia Common Stock, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, (a) such record holder will be entitled to receive the cash consideration that such holder has the right to receive pursuant to the Merger Agreement in full satisfaction of all rights pertaining to the shares of Aquantia Common Stock formerly represented by such certificate or uncertificated shares and (b) such certificate or such uncertificated shares will be canceled. The Merger Agreement further provides that, in the event of a transfer of ownership of any shares of Aquantia Common Stock which are not registered in the transfer records of Aquantia, payment of the Merger Consideration may be made to a person or entity other than the holder in whose name the certificate formerly representing such shares or uncertificated shares is registered if: (a) any such certificate is properly endorsed or otherwise in proper form for transfer; and (b) such holder pays any fiduciary or surety bonds and any transfer or other similar taxes required by reason of the payment of such Merger Consideration to a person or entity other than such holder (or such holder establishes to the reasonable satisfaction of Parent that such bonds and taxes have been paid or are not applicable). Until surrendered or transferred as contemplated by the Merger Agreement, each certificate or uncertificated share will be deemed from the Effective Time to represent only the right to receive the Merger Consideration. If any certificate of shares of Aquantia Common Stock has been lost, stolen or destroyed, Parent may, as a condition to the payment of the Merger Consideration, require the owner of such lost, stolen or destroyed certificate to provide an appropriate affidavit and to deliver a bond as indemnity against any claim that may be made against the Paying Agent, Parent, Merger Sub or the Surviving Corporation with respect to such certificate.

The Merger Agreement provides that any portion of the cash amounts deposited by Parent with the Paying Agent that has not been distributed within 180 days after the closing date of the Merger will be delivered to Parent upon demand, and any former holders of certificates of Aquantia Common Stock or uncertificated Aquantia Common Stock who have not surrendered their certificates or transferred their shares may thereafter look only to Parent for satisfaction of their claims for the Merger Consideration. If any certificate for Aquantia Common Stock has not been surrendered, or any uncertificated share has not been transferred, by the earlier of: (a) the fifth anniversary of the date on which the Merger becomes effective; and (b) the date immediately prior to the date on which the cash amount that such certificate or uncertificated share represents the right to receive would otherwise escheat to or become the property of any governmental body, then such cash amount will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claim or interest of any person previously entitled thereto.

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Treatment of Aquantia Equity Awards

Stock Options

The Merger Agreement provides that, at the Effective Time, each stock option under Aquantia’s 2004 Equity Incentive Plan, 2015 Equity Incentive Plan and 2017 Equity Incentive Plan (each such option a “Company Option” and such plans the “Company Equity Plans”) that is unexpired, unexercised and outstanding immediately prior to the Effective Time, has a per share exercise price for the Aquantia Common Stock subject to such Company Option that is less than the Price Per Share (each an “In the Money Option”), is vested (after giving effect to any applicable terms of vesting acceleration) and is held by a person who is not a Continuing Employee (as defined below) (each, a “Cash-Out Option”), will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable tax withholding or other amounts required by applicable legal requirements to be withheld) an amount in cash equal to the product of (a) the total number of shares of Aquantia Common Stock subject to such Cash-Out Option multiplied by (b) the excess of (i) the Price Per Share over (ii) the per share exercise price for the Aquantia Common Stock subject to such Cash-Out Option. The Merger Agreement further provides that, following the Effective Time, any such canceled Cash-Out Option will entitle the former holder thereof only to the payment described above, which will be made by the Surviving Corporation within ten business days after the Effective Time.

The Merger Agreement provides that, at the Effective Time, each In the Money Option that is held by a person who is an employee of Aquantia or any of its subsidiaries as of immediately prior to the Effective Time and is continuing employment with Parent, the Surviving Corporation or any subsidiary or affiliate of the Surviving Corporation after the Effective Time (each a “Continuing Employee”), whether vested or unvested, will be assumed by Parent and converted into an option to purchase, on the same terms and conditions as were applicable under such Company Option (including any provisions with respect to the acceleration of vesting following the Effective Time), that number of Parent common shares (rounded down to the nearest whole share) equal to the product of (a) the total number of shares of Aquantia Common Stock subject to such Company Option, multiplied by (b) the Conversion Ratio (as defined below), at an exercise price per Parent common share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the per share exercise price for the Aquantia Common Stock subject to such Company Option, by (ii) the Conversion Ratio (each such assumed Company Option, as so adjusted, a “Converted Option”). The assumption and conversion of Converted Options described above will in each case be effected in a manner intended to comply with Section 409A of the Code.

For purposes of the Merger Agreement, the “Conversion Ratio” is defined as the quotient obtained by dividing (a) the Price Per Share by (b) an amount equal to the volume weighted average trading price of a Parent common share on the Nasdaq Global Select Market for the five consecutive trading days ending on the trading day immediately preceding the closing date of the Merger.

The Merger Agreement provides that, at the Effective Time, each Company Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time and has a per share exercise price for the Aquantia Common Stock subject to such Company Option that is equal to or greater than the Price Per Share, and each In the Money Option that is unvested (after giving effect to any applicable terms of vesting acceleration) and held by a person who is not a Continuing Employee will be canceled and extinguished for no consideration.

Restricted Stock Units

The Merger Agreement provides that, at the Effective Time, each Aquantia restricted stock unit (each a “Company RSU”) that is outstanding and unvested immediately prior to the Effective Time (after giving effect to any applicable terms of vesting acceleration) and held by a Continuing Employee will be converted into that number of Parent restricted stock units, rounded down to the nearest whole share, equal to the product of (a) the total number of shares of Aquantia Common Stock subject to such Company RSU, multiplied by (b) the

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Conversion Ratio (each such assumed Company RSU, as so adjusted, a “Converted RSU”). Each Converted RSU will be subject to the same terms and conditions as were applicable to the underlying Company RSU prior to the Effective Time (including any provisions with respect to the acceleration of vesting following the Effective Time).

The Merger Agreement provides that, at the Effective Time, each Company RSU that is outstanding and unvested (after giving effect to any applicable terms of vesting acceleration) immediately prior to the Effective Time and held by a person who is not a Continuing Employee will be canceled and extinguished for no consideration.

The Merger Agreement provides that, at the Effective Time, each Company RSU that is outstanding and vested immediately prior to the Effective Time (after giving effect to any applicable terms of vesting acceleration and including those Company RSUs that become vested immediately prior to or as of the Effective Time) will be canceled and extinguished, and the holder thereof will be entitled to receive (subject to any applicable withholding taxes, or other amounts required by applicable legal requirements to be withheld) an amount in cash equal to the product of (a) the Price Per Share, multiplied by (b) the total number of shares of Aquantia Common Stock subject to such Company RSU. The Merger Agreement further provides that, following the Effective Time, any such canceled Company RSU will entitle the former holder thereof only to the payment described above, which will be made by the Surviving Corporation within ten business days after the Effective Time or at such other time or times following the Effective Time consistent with the terms of the Company RSU to the extent necessary to avoid the imposition of additional income tax under Section 409A of the Code.

The Merger Agreement provides that, immediately prior to the Effective Time, each outstanding and unvested Company Option and Company RSU held by a non-employee member of Aquantia’s board of directors will be vested in full.

The Merger Agreement further provides that if a Company Option or Company RSU is subject to the legal requirements of a non-U.S. jurisdiction and Parent determines that such Company Option or Company RSU may not be subject to the treatment described above under the applicable legal requirements of such non-U.S. jurisdiction, Parent will provide for such treatment that is in compliance with such legal requirements and reasonably agreed upon by Parent and Aquantia at least twenty calendar days prior to the Effective Time.

Company ESPP

The Merger Agreement provides that, as soon as practicable after May 6, 2019, Aquantia will take all action that may be necessary to provide that: (a) no new offering period (or any similar period during which shares may be purchased) will commence under Aquantia’s 2017 Employee Stock Purchase Plan (the “ESPP”) following the commencement of the offering period scheduled to commence on May 15, 2019 (the “Final Offering Period”) and the Final Offering Period will have a maximum duration of six months; (b) participants in the ESPP as of May 6, 2019 may not increase their payroll deductions under the ESPP from those in effect at the commencement of the Final Offering Period; (c) no new participants may commence participation in the ESPP following the commencement of the Final Offering Period; and (d) the Final Offering Period may not be extended beyond its original six month duration. The Merger Agreement further provides that, as soon as reasonably practicable after May 6, 2019 (but in any event prior to the closing date of the Merger), Aquantia will: (i) cause the Final Offering Period (or any similar period during which shares may be purchased) to be the final offering period under the ESPP and to be terminated no later than three business days prior to the anticipated closing date of the Merger (the “Final Exercise Date”); (ii) make any pro-rata adjustments that may be necessary to reflect the shortened offering period (or similar period), but otherwise treat such shortened offering period as a fully effective and completed offering period (or similar period) for all purposes under the ESPP; (iii) cause each participant’s then-outstanding share purchase right under the ESPP to be exercised as of the Final Exercise Date (and no further rights will be granted or exercised thereunder after the Final Exercise Date); and (iv) terminate the ESPP as of

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the Effective Time. On the Final Exercise Date, the funds credited as of such date under the ESPP within the associated accumulated payroll withholding account for each participant under the ESPP will be used to purchase shares of Aquantia Common Stock in accordance with the terms of the ESPP (as amended pursuant to the foregoing), and each share purchased thereunder immediately prior to the Effective Time will be canceled at the Effective Time and converted into the right to receive the Price Per Share in accordance with the Merger Agreement, subject to withholding of any applicable income and employment withholding taxes. Any accumulated contributions of each participant under the ESPP as of immediately prior to the Effective Time will, to the extent not so used to purchase shares, be refunded to such participant as promptly as practicable following the Effective Time (without interest).

Company Warrants

The Merger Agreement provides that, as promptly as practicable after the date of the Merger Agreement, but no later than three business days prior to the closing date of the Merger, Aquantia will, in consultation with Parent, use its reasonable best efforts to cause the warrants to purchase shares of Aquantia Common Stock that are identified on the confidential disclosure schedules (the “Warrants”) to be amended to provide that the Warrants will be canceled, terminated and extinguished without consideration at the Effective Time and that, from and after the Effective Time, the holders thereof will have no rights with respect thereto.

Representations and Warranties

Parent, Merger Sub and Aquantia made representations and warranties in the Merger Agreement on behalf of themselves and their respective subsidiaries that are subject, in some cases, to certain exceptions and qualifications contained in the Merger Agreement (including qualifications by concepts of knowledge, materiality and/or dollar thresholds) and are further modified and limited by confidential disclosure schedules delivered by Aquantia to Parent. The representations and warranties made by Aquantia also are subject to, and qualified by, certain information disclosed in Aquantia’s filings made with the SEC between October 6, 2017 and the third business day before the date of the Merger Agreement.

The representations and warranties made by each of Parent, Merger Sub and Aquantia relate to the following subject matters, among other things:

The representations and warranties made solely by Aquantia relate to the following subject matters, among other things:

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The representations and warranties made solely by Parent and Merger Sub relate to the following subject matters, among other things:

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Several of the representations, warranties, covenants, closing conditions and termination provisions contained in the Merger Agreement are qualified by or refer to the concept of a Material Adverse Effect. For purposes of the Merger Agreement, a “Material Adverse Effect” means any effect, change, development, event or circumstance that, considered individually or together with all other effects, changes, developments, events and circumstances, has had or resulted in, or would reasonably be expected to have or result in, a material adverse effect on: (a) the business, condition (financial or otherwise), operations or results of operations of Aquantia and its subsidiaries, taken as a whole; or (b) the ability of Aquantia to timely complete the Merger or any of the other transactions contemplated by the Merger Agreement; provided, however, that, with respect to clause (a) above, a change occurring after the date of the Merger Agreement will not be deemed to constitute a Material Adverse Effect (and will not be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur) if such change results from:

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No reduction or other adverse change in Aquantia’s or its subsidiaries’ business, condition (financial or otherwise), operation or results of operations that results directly from the historical facts described below will be taken into account in determining whether a Material Adverse Effect has occurred or is reasonably expected to occur:

Interim Operations of Aquantia

Aquantia has undertaken covenants in the Merger Agreement relating to the conduct of its business during the period from the date of the Merger Agreement through the Effective Time. Under the Merger Agreement, during such period, except (a) as may be required by applicable legal requirements, (b) with the prior written consent of Parent, (c) as expressly required by the Merger Agreement or (d) as set forth in the confidential disclosure schedules: (i) Aquantia has agreed that it will conduct, and will ensure that each of its subsidiaries conducts, its business and operations in the ordinary course and in accordance with past practices; (ii) Aquantia has agreed to use commercially reasonable efforts to ensure that it and each of its subsidiaries (A) preserves intact its current business organization, (B) keeps available the services of its current officers and employees (other than for routine terminations in the ordinary course of business of officers or employees that are not at the level of vice president or above) and (C) maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other persons or entities having material business relationships with Aquantia or its subsidiaries, as applicable; and (iii) Aquantia has agreed that it will promptly notify Parent of the receipt of any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the Merger or any of the other transactions contemplated by the Merger Agreement.

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In addition, under the Merger Agreement, during the period from the date of the Merger Agreement through the Effective Time, except (a) as may be required by applicable legal requirements, (b) with the prior written consent of Parent, (c) as expressly required by the Merger Agreement or (d) as set forth in the confidential disclosure schedules, Aquantia has agreed that it will not, and will ensure that its subsidiaries do not:

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The Merger Agreement provides that Parent will not unreasonably withhold, delay or condition its consent to the taking of certain of the foregoing actions.

No Solicitation or Discussions by Aquantia

Under the Merger Agreement, subject to the exceptions described below, Aquantia has agreed that it will not (and will not resolve or publicly propose to), directly or indirectly, and will ensure that each of its subsidiaries does not (and does not resolve or publicly propose to), and will use its reasonable best efforts to cause its and their respective representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub and their representatives acting on Parent’s behalf):

Under the Merger Agreement, Aquantia has also agreed that it will, and will ensure that each of its subsidiaries will and will use its reasonable best efforts to cause its and their respective representatives to, immediately cease and cause to be terminated any existing solicitation or encouragement of, or discussions or negotiations with any person or entity relating to, any Acquisition Proposal or Acquisition Inquiry.

Under the Merger Agreement, Aquantia has further agreed that it will not, and that it will ensure that none of its subsidiaries will, release or permit the release of any person or entity from, or amend, waive or permit the amendment or waiver of any provision of, any confidentiality, non-solicitation, no-hire, “standstill” or similar agreement or provision to which Aquantia or any of its subsidiaries is or becomes a party or under which Aquantia or any of its subsidiaries has or acquires any rights, and to use its reasonable best efforts to enforce or cause to be enforced each such agreement or provision at the request of Parent (and such reasonable efforts will require Aquantia to pursue litigation against any person or entity that breaches any “standstill” provision or other “deal protection” provision in any such agreement); provided, however, that (except as expressly set forth in the immediately preceding parenthetical) such reasonable efforts will not require Aquantia to pursue any litigation; and provided, further, that Aquantia may release a person or entity from, or amend or waive any provision of, any “standstill” agreement or provision if: (a) Aquantia’s board of directors determines in good faith, after having taken into account the advice of Aquantia’s outside legal counsel, that the failure to release such person or entity

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from such agreement or provision or the failure to amend such agreement or waive such provision would reasonably be expected to be inconsistent with its fiduciary obligations to Aquantia’s stockholders under applicable Delaware law; and (b) Aquantia provides Parent with written notice of Aquantia’s intent to take such action at least 48 hours before taking such action.

For purposes of the Merger Agreement, an “Acquisition Transaction” is defined as any transaction or series of transactions (other than the Contemplated Transactions) involving:

For purposes of the Merger Agreement, an “Acquisition Proposal” is defined as any offer or proposal (other than one made or submitted by Parent or any of its subsidiaries) contemplating or otherwise relating to any Acquisition Transaction; and a “Acquisition Inquiry” is defined as an inquiry, indication of interest or request for information (other than one made or submitted by Parent or any of its subsidiaries) that could reasonably be expected to lead to an Acquisition Proposal.

Fiduciary Exception

Under the Merger Agreement, prior to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the shares of Aquantia Common Stock outstanding on the Record Date for the Special Meeting (the “Required Stockholder Vote”), Aquantia may furnish nonpublic information regarding Aquantia and its subsidiaries to, and may enter into discussions or negotiations with, any person or entity in response to an unsolicited, bona fide, written Acquisition Proposal submitted after the date of the Merger Agreement (and not withdrawn) if:

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Under the Merger Agreement, if Aquantia, its subsidiaries or any of their representatives receives an Acquisition Proposal or an Acquisition Inquiry, or receives any request for non-public information in connection with an Acquisition Proposal or an Acquisition Inquiry, at any time during the period from the date of the Merger Agreement through the Effective Time, Aquantia has agreed to promptly (and in no event later than 24 hours after receipt thereof) (a) advise Parent both orally and in writing of such Acquisition Proposal, Acquisition Inquiry or request (including the identity of the person or entity making or submitting such Acquisition Proposal, Acquisition Inquiry or request and the material terms and conditions thereof) and (b) provide Parent with copies of all documents and communications received by Aquantia or such subsidiary or any of their representatives setting forth the terms and conditions of, or otherwise relating to, such Acquisition Proposal, Acquisition Inquiry or request. Under the Merger Agreement, Aquantia also has agreed to keep Parent fully informed, on a reasonably current basis, with respect to the status of any such Acquisition Proposal, Acquisition Inquiry or request and any modification or proposed modification thereto , and to (x) promptly (and in no event later than 24 hours) notify Parent if it intends to provide non-public information in connection with, or to engage in discussions or negotiations concerning, such Acquisition Proposal, Acquisition Inquiry or request and (y) promptly (and in no event later than 24 hours after transmittal or receipt of any correspondence or communication) provide Parent with a copy of any correspondence or communication between or otherwise involving (i) Aquantia, any of its subsidiaries or any of their representatives and (ii) the person or entity that made or submitted such Acquisition Proposal, Acquisition Inquiry or request or any representative of such person or entity. Under the Merger Agreement, Aquantia has also agreed to provide Parent with 24 hours’ prior notice (or such lesser prior notice as is provided to the members of Aquantia’s board of directors) of any meeting of Aquantia’s board of directors at which the board is expected to consider providing non-public information to any person or entity in connection with any Acquisition Proposal or Acquisition Inquiry.

For purposes of the Merger Agreement, a “Superior Offer” is defined as an unsolicited, bona fide, written offer by a third party to purchase, in exchange for consideration consisting exclusively of cash or publicly traded equity securities or a combination thereof, at least 80% of the outstanding shares of Aquantia Common Stock that (a) was not obtained or made as a result of a material breach of any of the provisions of the Merger Agreement (i) prohibiting solicitation of, and discussions and negotiations with respect to, alternative transactions or (ii) relating to the Special Meeting or changes in the Board Recommendation (as defined below); (b) is not subject to a financing contingency; and (c) is on terms and conditions that Aquantia’s board of directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally recognized reputation and Aquantia’s outside legal counsel and the likelihood and timing of completion of the transaction contemplated by such offer, to be more favorable from a financial point of view to Aquantia’s stockholders than the Merger.

Stockholders’ Meeting; No Change in Board Recommendation

Under the Merger Agreement, Aquantia has agreed to (a) take all actions necessary under all applicable legal requirements to call, give notice of and hold the Special Meeting to vote on a proposal to adopt the Merger

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Agreement and (b) submit such proposal to, and use its reasonable best efforts to solicit proxies in favor of such proposal from, its stockholders at the Special Meeting. The Merger Agreement provides that Aquantia may not submit any other proposal to its stockholders in connection with the Special Meeting without the prior written consent of Parent. Under the Merger Agreement, Aquantia has also agreed to hold the Special Meeting (on a date selected by Aquantia in consultation with Parent) as promptly as practicable after the commencement of the mailing of this Proxy Statement to Aquantia’s stockholders. The Merger Agreement also provides that Aquantia will ensure that all proxies solicited in connection with the Special Meeting are solicited in compliance with all applicable legal requirements.

Under the Merger Agreement, Aquantia has agreed not to postpone or adjourn the Special Meeting without the consent of Parent, other than (a) to the extent necessary to ensure that any supplement or amendment to this Proxy Statement that is required by applicable legal requirements is disclosed to Aquantia’s stockholders or (b) if, as of the time at which the Special Meeting is scheduled, there are insufficient shares of Aquantia Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Special Meeting, to the extent necessary to obtain such a quorum.

Under the Merger Agreement, Aquantia has agreed to postpone or adjourn the Special Meeting if Parent requests such postponement or adjournment in order to permit the solicitation of additional proxies in favor of the adoption of the Merger Agreement, in which case, Aquantia has agreed to use its reasonable best efforts during any such postponement or adjournment to solicit and obtain such proxies in favor of the adoption of the Merger Agreement as soon as reasonably practicable.

Board Recommendation Change

Aquantia’s board of directors: (a) has unanimously determined and believes that the Merger is advisable and fair to and in the best interests of Aquantia and its stockholders; (b) has unanimously approved the Merger Agreement and unanimously approved the transactions contemplated in the Merger Agreement, including the Merger, in accordance with the requirements of the DGCL; and (c) unanimously recommends that Aquantia’s stockholders vote to adopt the Merger Agreement by voting “FOR” the approval of Merger Agreement Proposal at the Special Meeting.

The unanimous determination by Aquantia’s board of directors that the Merger is advisable and fair to and in the best interests of Aquantia and its stockholders and the unanimous recommendation of Aquantia’s board of directors that Aquantia’s stockholders vote to adopt the Merger Agreement are collectively referred to as the “Board Recommendation.”

The Merger Agreement provides that, subject to the exceptions noted below, the Aquantia board of directors (including any committee thereof) may not:

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Fiduciary Exception

The Merger Agreement provides that, prior to the adoption of the Merger Agreement by the Required Stockholder Vote, the Aquantia board of directors may withdraw or modify the Board Recommendation and, in the case of the first bullet point below, cause Aquantia to terminate the Merger Agreement and, concurrently with such termination, cause Aquantia to enter into a binding, written, definitive agreement providing for the consummation of a transaction contemplated by a Superior Offer that has been executed on behalf of the person or entity that made such Superior Offer (an “Alternative Acquisition Agreement”) in accordance with the terms of the Merger Agreement:

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For purposes of the Merger Agreement, a “Change in Circumstances” is defined as a material event, material development or change in circumstances that relates to and is material to Aquantia and its subsidiaries (taken as a whole) (but does not relate to any Acquisition Proposal) that was not known, and would not reasonably be expected to have been known or foreseen, by Aquantia or any of its subsidiaries on the date of the Merger Agreement (or if known, the consequences of which were not known, and would not reasonably be expected to have been known or foreseen, by Aquantia or any of its subsidiaries as of the date of the Merger Agreement), which event, development or change in circumstance, or any material consequence thereof, becomes known to Aquantia or any of its subsidiaries prior to the adoption of the Merger Agreement by the Required Stockholder Vote and did not result from or arise out of the announcement or pendency of, or any action required to be taken (or to be refrained from being taken) pursuant to, the Merger Agreement.

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Employee Matters

Under the Merger Agreement, Parent has agreed:

Under the Merger Agreement, Aquantia has agreed that, unless otherwise requested by Parent in writing at least five business days prior to the closing date of the Merger, Aquantia will take (or cause to be taken) all actions necessary or appropriate to terminate, effective no later than the day prior to the date on which the Merger becomes effective, any Aquantia employee benefit plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (an “Aquantia 401(k) Plan”).

Under the Merger Agreement, Aquantia has agreed that it will, at Parent’s request, reasonably cooperate with Parent in communications with Continuing Employees regarding post-closing employment matters, including post-closing employee benefits and compensation or other compensation or benefits matters related to or impacted by any of the transactions contemplated by the Merger Agreement (whether alone or in combination with additional events).

Indemnification and Insurance

The Merger Agreement provides that all rights to indemnification by Aquantia existing in favor of those persons or entities who are directors and officers of Aquantia or any of its subsidiaries (the “Indemnified Persons”) for their acts and omissions as directors and officers occurring prior to the Effective Time, as provided in Aquantia’s or the applicable subsidiary’s certificate of incorporation or bylaws (as in effect as of the date of the Merger Agreement) and as provided in those indemnification agreements between Aquantia or the applicable subsidiary and such Indemnified Persons (as in effect as of the date of the Merger Agreement) that were made

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available to Parent prior to the date of the Merger Agreement, will survive the Merger and continue in full force and effect (to the extent such rights to indemnification are available under and consistent with applicable Delaware law) for a period of six years from the date on which the Merger becomes effective.

The Merger Agreement provides that, from the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation will maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors and officers occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by Aquantia as of the date of the Merger Agreement in the form made available to Parent prior to the date of the Merger Agreement (the “Existing D&O Policy”), to the extent that such directors’ and officers’ liability insurance coverage is available on commercially reasonable terms; provided, however, that: (a) the Surviving Corporation may substitute for the Existing D&O Policy a policy or policies of comparable coverage; and (b) the Surviving Corporation will not be required to pay annual premiums for the Existing D&O Policy (or for any substitute policies) in excess of 300% of the annual premium paid prior to the date of the Merger Agreement by Aquantia for the Existing D&O Policy (the “Maximum Premium”). The Merger Agreement provides that if any future annual premiums for the Existing D&O Policy (or any substitute policies) exceed the Maximum Premium in the aggregate, the Surviving Corporation will be entitled to reduce the amount of coverage of the Existing D&O Policy (or any substitute policies) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium. Parent and the Surviving Corporation or, prior to the Effective Time, Aquantia, have the right to purchase a pre-paid, non-cancellable “tail” policy on the Existing D&O Policy for a claims reporting or discovery period of six years from the Effective Time and otherwise on terms and conditions that are no less favorable than the terms and conditions of the Existing D&O Policy; provided, however, that neither Parent nor the Surviving Corporation will be obligated to, and Aquantia will not, without the prior written consent of Parent, expend an amount for such “tail” policy in excess of the Maximum Premium. The Merger Agreement provides that, if such “tail” policy is purchased, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, maintain such “tail” policy in full force and effect in lieu of all other obligations of the Surviving Corporation under the first sentence of this paragraph.

Efforts to Complete the Merger

Under the Merger Agreement, each of Parent and Aquantia has agreed to use its reasonable best efforts, subject to the limitations described below, to take, or cause to be taken, all actions necessary to complete the Merger and make effective the other transactions contemplated by the Merger Agreement on a timely basis, including satisfying the CFIUS Condition. The Merger Agreement provides that, without limiting the generality of the foregoing, but subject to the limitations described below, each of Parent and Aquantia will, among other things:

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The Merger Agreement provides that, notwithstanding the foregoing, or anything to the contrary contained in the Merger Agreement, neither Parent nor Merger Sub will have any obligation under the Merger Agreement to (and none of Aquantia or any of its subsidiaries will, except with the prior written consent of Parent, agree to):

The Merger Agreement provides that, if Parent reasonably determines in good faith that doing so would be advisable, at the request of Parent, Aquantia will (x) divest, hold separate or take any other action with respect to any of the businesses, product lines or assets of Aquantia and its subsidiaries, provided that any such action is conditioned upon the completion of the Merger, and (y) use its reasonable best efforts to lift any restraint, injunction or other legal bar to the Merger or any of the other transactions contemplated by the Merger Agreement.

Under the Merger Agreement, each of Aquantia and Parent has further agreed to use its reasonable best efforts, and to cause its subsidiaries to use their reasonable best efforts, to file, as soon as practicable after the date of the Merger Agreement, all notices, reports and other documents required to be filed by such party with any governmental body with respect to the Merger and the other transactions contemplated by the Merger Agreement, and to submit promptly any additional information requested by any such governmental body. The Merger Agreement provides that, without limiting the generality of the foregoing, each of Parent and Aquantia will:

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Under the Merger Agreement, Aquantia and Parent have agreed that if CFIUS suggests or requests, or if Parent determines it to be reasonably appropriate in connection with satisfying the CFIUS Condition, that the parties withdraw and resubmit the above-described declaration or joint voluntary notice submitted to CFIUS pursuant to the Merger Agreement, Aquantia and Parent will cooperate in withdrawing and resubmitting such declaration or joint voluntary notice. Each of the parties has agreed to promptly supply the other party with any information that may be required to effectuate any filings or applications pursuant to the foregoing (subject to the confidentiality provisions of the Confidentiality Agreement)

The Merger Agreement provides that Parent: (a) will have the principal responsibility for devising and implementing the strategy of the parties with respect to seeking any actions or consents of any governmental body with respect to the Merger and coordinating any contacts with any governmental body; and (b) will take the lead in all meetings and communications with any governmental body in connection with obtaining any such action or consent. Except as prohibited by applicable legal requirements or any governmental body, and subject to the confidentiality provisions of the Confidentiality Agreement, each of Parent and Aquantia have agreed to: (i) consult with the other party in good faith prior to taking a position with respect to any CFIUS or HSR Act filing or submission required by the Merger Agreement, (ii) permit the other party to review and discuss in advance, and consider in good faith the views of the other in connection with, any appearances to be made before, or any materials to be submitted to, any governmental body by or on behalf of any party to the Merger Agreement in connection with any CFIUS or HSR Act related filing or submission required by the Merger Agreement or any antitrust-related legal proceeding related to the Merger Agreement or the Contemplated Transactions, (iii) coordinate with the other party in preparing and exchanging any information required to effectuate any CFIUS or HSR Act filings or submissions required by the Merger Agreement and (iv) promptly provide the other party (and its counsel) with copies of all materials (and a summary of any oral presentation) made or submitted by such party with or to any governmental body in connection with any CFIUS or HSR Act filing or submission required by the Merger Agreement.

Delisting

Under the Merger Agreement, Aquantia has agreed to, prior to the Effective Time, cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable legal requirements to enable the de-listing by the Surviving Corporation of Aquantia Common Stock from the New York Stock Exchange and the deregistration of Aquantia Common Stock under the Exchange Act as promptly as practicable after the Effective Time.

Other Covenants

The Merger Agreement contains certain other covenants, including, among other things, covenants relating to notification of certain matters, the preparation of this Proxy Statement, cooperation between Parent and Aquantia with respect to public announcements, and cooperation between Parent and Aquantia regarding certain litigation relating to the Merger Agreement, the Merger or any of the other transactions contemplated by the Merger Agreement.

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Conditions to Completion of the Merger

The completion of the Merger and the other transactions contemplated by the Merger Agreement depends upon the satisfaction or waiver of a number of conditions, which may be waived by Parent, Merger Sub or Aquantia, as applicable.

Under the Merger Agreement, the obligations of Parent and Merger Sub to complete the Merger and otherwise complete the other transactions contemplated by the Merger Agreement are subject to the satisfaction (or waiver by Parent, on behalf of itself and Merger Sub), at or prior to the completion of the Merger, of each of the following conditions:

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For purposes of the Merger Agreement, a “Specified Governmental Body” is defined as any governmental body that has jurisdiction over (a) Aquantia, Parent, Merger Sub or any of their respective Significant Subsidiaries (as defined below), (b) any business or asset of Aquantia or its subsidiaries that is material to Aquantia and its subsidiaries, taken as a whole or (c) any business or asset of Parent or any of its subsidiaries that is material to Parent and its subsidiaries, taken as a whole.

For purposes of the Merger Agreement, a “Significant Subsidiary” is defined as, with respect to an entity, a subsidiary of such entity that owns assets that constitute or account for 10% or more of the consolidated net revenues, consolidated net income or consolidated assets of such entity and all of its subsidiaries taken as a whole.

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Under the Merger Agreement, the obligation of Aquantia to complete the Merger and otherwise complete the other transactions contemplated by the Merger Agreement is subject to the satisfaction (or waiver by Aquantia), at or prior to the completion of the Merger, of the following conditions:

Termination of the Merger Agreement

The Merger Agreement may be terminated prior to the Effective Time (whether before or after the adoption of the Merger Agreement by the Required Stockholder Vote) in accordance with its terms as follows:

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For purposes of the Merger Agreement, a “Final CFIUS Turndown” is deemed to have occurred if: (a) a decision to suspend or prohibit the Merger is publicly announced by the President of the United States pursuant to the DPA (as defined below); or (b) at any time after CFIUS notifies Parent or Aquantia that it intends to send a report to the President of the United States recommending that the President act to suspend or prohibit the Merger pursuant to the DPA, Parent makes a determination in good faith that the CFIUS Condition is unlikely to be satisfied on terms acceptable to Parent (as provided in the Merger Agreement) and provides Aquantia with written notice of such determination.

For purposes of the Merger Agreement, a “Triggering Event” is deemed to have occurred if: (a) Aquantia’s board of directors or any committee thereof: (i) withdraws the Board Recommendation; (ii) modifies the Board Recommendation in a manner adverse to Parent; or (iii) takes, authorizes or publicly proposes certain specified actions referred to in the provisions of the Merger Agreement relating to changes in the Board Recommendation; (b) Aquantia’s board of directors (or any committee thereof) or any director of Aquantia makes any public statement or takes any other action that is publicly disclosed by or on behalf of Aquantia, Aquantia’s board of directors (or such committee) or such director and that clearly indicates that Aquantia’s board of directors (or such committee) or such director no longer supports the Merger or the adoption of the Merger Agreement by Aquantia’s stockholders or does not believe that the Merger is fair to and in the best interests of Aquantia’s stockholders; (c) Aquantia fails to include the Board Recommendation in this Proxy Statement; (d) Aquantia’s board of directors fails to reaffirm, unanimously and publicly, the Board Recommendation, or fails to unanimously and publicly reaffirm its determination that the Merger is in the best interests of Aquantia’s stockholders, within ten business days (or, if earlier, prior to the date of the Special Meeting) after Parent requests in writing that the Board Recommendation or such determination be reaffirmed publicly; (e) a tender or exchange offer relating to shares of Aquantia Common Stock has been commenced and Aquantia does not send to its securityholders, within ten business days after the commencement of such tender or exchange offer (or, if earlier, prior to the Special Meeting), a statement disclosing that Aquantia recommends rejection of such tender or exchange offer and unanimously reaffirming the Board Recommendation; (f) an Acquisition Proposal has been publicly announced, and Aquantia fails to issue a press release that (i) unanimously reaffirms the Board Recommendation within ten business days (or, if earlier, prior to the date of the Special Meeting) after such Acquisition Proposal is publicly announced and (ii) clearly states the opposition of Aquantia and Aquantia’s board of directors to such Acquisition Proposal; or (g) Aquantia or any of its subsidiaries or any of their respective representatives materially breaches any of the provisions of the Merger Agreement (i) prohibiting solicitation of, and discussions and negotiations with respect to, alternative transactions or (ii) relating to the Special Meeting or changes in the Board Recommendation.

Effect of Termination

The Merger Agreement provides that, in the event the Merger Agreement is terminated in accordance with its terms, the Merger Agreement will be of no further force and effect except for certain specified sections of the Merger Agreement, including the provisions relating to termination fees, and the Confidentiality Agreement will survive such termination and will remain in full force and effect. The Merger Agreement further provides that

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such termination will not relieve any party to the Merger Agreement from any liability for fraud or any knowing and intentional breach of any covenant or obligation contained in the Merger Agreement.

Transaction Expenses and Termination Fees

Transaction Expenses

The Merger Agreement provides that, except with respect to termination fees, all fees and expenses incurred in connection with the Merger Agreement or any of the transactions contemplated thereby will be paid by the party incurring such fees and expenses, whether or not the Merger is completed; provided, however, that Parent and Aquantia will share equally all fees and expenses, other than attorneys’ fees, incurred in connection with the filing by the parties to the Merger Agreement of the premerger notification and report forms relating to the Merger under the HSR Act and the filing of any notice or other document under the Defense Protection Act of 1950, as amended (the “DPA”) or any applicable foreign antitrust or competition-related law or regulation or other legal requirement.

Termination Fees

The Merger Agreement provides that Aquantia will be required to pay to Parent a termination fee of $16.45 million if, among other things, the Merger Agreement is terminated: (a) by Parent or Aquantia (i) because the Merger has not been completed on or prior to the End Date and (ii)(A) during the period commencing after the date of the Merger Agreement and ending at or prior to such termination, an Acquisition Proposal has first been made known to Aquantia or publicly disclosed, announced, commenced, submitted or made and (B) within 12 months after the date of such termination, Aquantia has consummated an Acquisition Transaction or has entered into a definitive agreement with a third party providing for an Acquisition Transaction (in each case, whether or not relating to such Acquisition Proposal); (b) by Parent or Aquantia (i) because Aquantia failed to obtain the Required Stockholder Vote and (ii)(A) at or prior to such termination, an Acquisition Proposal has been publicly disclosed, announced, commenced, submitted or made and such Acquisition Proposal has not been publicly withdrawn at least 10 business days prior to the Special Meeting and (B) within 12 months after the date of such termination, Aquantia has consummated an Acquisition Transaction or has entered into a definitive agreement with a third party providing for an Acquisition Transaction (in each case, whether or not relating to such Acquisition Proposal); (c) by Parent or Aquantia (other than termination (x) by mutual agreement of Parent and Aquantia, (y) for an inaccuracy of Parent’s representations and warranties or a breach of Parent’s covenants or (z) a termination under circumstances where Parent is required to a pay a termination fee to Aquantia) at any time during the period commencing on the occurrence of a Triggering Event and ending twenty business days after the date of the final vote by Aquantia’s stockholders on a proposal to adopt the Merger Agreement at the Special Meeting; (d) by Parent if a Triggering Event has occurred; or (e) by Aquantia in order to accept a Superior Offer and enter into Alternative Acquisition Agreement.

The Merger Agreement also provides that Parent will be required to pay to Aquantia a termination fee of $25.7 million (the “Reverse Termination Fee”) if: (a) the Merger Agreement is terminated by Parent or Aquantia (i) because the Merger has not been completed on or prior to the End Date, (ii) as a result of a challenge, suit, action or legal proceeding brought by a governmental body under a U.S. federal antitrust law or the DPA, a court of competent jurisdiction has issued a final and nonappealable order prohibiting the Merger or (iii) following a Final CFIUS Turndown; and (b) as of the time of such termination, (i) a Designated Circumstance (as defined below) exists, (ii) the Restraints Condition and the Governmental Litigation Condition are satisfied, other than with respect to the Designated Circumstance, and (iii) all of Parent’s other closing conditions (other than the closing condition regarding receipt of certain certifications from Aquantia, the HSR Condition and the CFIUS Condition) have been satisfied. The Merger Agreement further clarifies that, for the avoidance of doubt, Aquantia will be entitled to receive the Reverse Termination Fee if: (w) the HSR Condition or the CFIUS Condition are not satisfied as a result of a governmental body conditioning its approval on, seeking to impose, or imposing a Burdensome Condition; (x) Parent declines to accept or agree to the imposition of such Burdensome

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Condition and declines to waive such unsatisfied condition; (y) the Merger Agreement is terminated by Parent or Aquantia (i) because the Merger has not been completed on or prior to the End Date, (ii) as a result of a challenge, suit, action or legal proceeding brought by a governmental body under a U.S. federal antitrust law or the DPA, a court of competent jurisdiction has issued a final and nonappealable order prohibiting the Merger or (iii) following a Final CFIUS Turndown; and (z) as of the time of such termination, (i) a Designated Circumstance exists, (ii) the Restraints Condition and the Governmental Litigation Condition are satisfied, other than with respect to the Designated Circumstance, and (iii) all of Parent’s other closing conditions (other than the closing condition regarding receipt of certain certifications from Aquantia, the HSR Condition and the CFIUS Condition) have been satisfied.

For purposes of the Merger Agreement, a “Designated Circumstance” is deemed to exist if (a) the HSR Condition or the CFIUS Condition is not satisfied and has not been waived; or (b) as a result of a challenge, suit, action or legal proceeding brought by a governmental body under a U.S. federal antitrust law or the DPA, the Restraints Condition or the Governmental Litigation Condition is not satisfied and has not been waived.

Enforcement; Remedies

Under the terms of the Merger Agreement, any and all remedies expressly conferred upon a party to the Merger Agreement will be deemed cumulative with and not exclusive of any other remedy so conferred, or conferred by law or equity, and the exercise by a party to the Merger Agreement of any one remedy will not preclude the exercise of any other remedy. Further, nothing in the Merger Agreement will be deemed a waiver by any party thereto of any right to specific performance or injunctive relief.

Under the Merger Agreement, each of Parent and Aquantia has acknowledged and agreed that irreparable damage would occur in the event any of the provisions of the Merger Agreement required to be performed by any of the parties to the Merger Agreement is not performed in accordance with its specific terms or is otherwise breached, and that monetary damages, even if available, would not be an adequate remedy. Accordingly, the Merger Agreement provides that, in the event of any breach or threatened breach by any party to the Merger Agreement of any covenant or obligation contained in the Merger Agreement, any non-breaching party will be entitled to obtain, without proof of actual damages and in addition to any other remedy to which such non-breaching party is entitled at law or in equity: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach.

Amendment

The Merger Agreement provides that, subject to certain exceptions, the Merger Agreement may be amended, modified or supplemented by a written agreement signed by the parties thereto at any time; provided, however, that after adoption of the Merger Agreement by Aquantia’s stockholders, no amendment which by law requires further approval of the stockholders of Aquantia may be made without such further approval.

Waiver

The Merger Agreement provides that, subject to certain exceptions, at any time prior to the Effective Time, the parties to the Merger Agreement may: (a) extend the time for the performance of any of the obligations or other acts of the other parties; (b) waive any inaccuracies in the representations and warranties of the other parties contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; (c) waive compliance with any covenants and agreements contained in the Merger Agreement; or (d) subject to the terms of the Merger Agreement and to the extent permitted by applicable legal requirements, waive compliance with any of the agreements or covenants of the other parties or any condition that exists in favor of the waiving party contained in the Merger Agreement. The Merger Agreement also provides that any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party.

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The Merger Agreement further provides that no failure or delay on the part of any party to exercise any power, right, privilege or remedy under the Merger Agreement will operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy will preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

In addition, the Merger Agreement provides that no party will be deemed to have waived any claim arising out of the Merger Agreement, or any power, right, privilege or remedy under the Merger Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver will not be applicable or have any effect except in the specific instance in which it is given.

Third-Party Beneficiaries

The Merger Agreement provides that it is not intended, and will not be deemed, to create any agreement of employment with any person, to confer any rights or remedies upon any person or entity other than the parties to the Merger Agreement and their respective successors and permitted assigns or to otherwise create any third-party beneficiary thereto, except (a) the Indemnified Persons are third-party beneficiaries of the specified section of the Merger Agreement relating to their right to indemnification and (b) Aquantia has the right to pursue claims for damages (including claims for damages based on loss of the economic benefit of the Merger to Aquantia’s stockholders) on behalf of its stockholders in the event either Parent or Merger Sub commits fraud or any knowing and intentional breach with respect to its representations, warranties or covenants set forth in the Merger Agreement, which rights are enforceable on behalf of Aquantia’s stockholders only by Aquantia, in its sole and absolute discretion, through actions approved by Aquantia’s board of directors.

Governing Law

The Merger Agreement provides that it, and any action, suit or other legal proceeding arising out of or relating to the Merger Agreement, any of the transactions contemplated by the Merger Agreement or the legal relationship of the parties to the Merger Agreement, is governed by, and is to be construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the choice of laws principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

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PROPOSAL 2—ADVISORY VOTE ON COMPENSATION

The Advisory Vote on Compensation Proposal

Section 14A of the Exchange Act requires that Aquantia provide its stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the Merger-related compensation arrangements for Aquantia’s named executive officers, as disclosed in the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger—Golden Parachute Compensation” (page 48).

Our Board of Directors encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this Proxy Statement, and to cast a vote either to approve or disapprove the Compensation Proposal, through the following resolution:

“RESOLVED, that the stockholders of Aquantia approve, on an advisory (non-binding) basis, the compensation to be paid by Aquantia to its named executive officers, that is based on, or otherwise relates to, the Merger in the table set forth in the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger—Golden Parachute Compensation” (page 48), and in the related notes and narrative disclosure.”

The advisory vote to approve the Compensation Proposal is a vote separate and apart from the vote to approve the Merger Agreement Proposal. Accordingly, you may vote to approve the Compensation Proposal and vote not to approve the Merger Agreement Proposal or vice versa. Approval of the Compensation Proposal is not a condition to completion of the Merger, and the vote with respect to the Compensation Proposal is advisory only. Because the vote on the Compensation Proposal is advisory only, it will not be binding on either Aquantia or Parent. The underlying compensation plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is completed, Aquantia will pay the applicable compensation in connection with the Merger to its named executive officers in accordance with the terms and conditions applicable to those payments.

Vote Required and Recommendation of the Board of Directors

The advisory vote to approve the Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Aquantia Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote on the matter.

Abstentions and Broker non-votes, if any, will be counted as present for the purpose of determining the presence of a quorum and abstentions will have the same effect as a vote against the Compensation Proposal. Broker non-votes will have no effect in determining whether or not the Compensation Proposal is approved. If a stockholder returns a properly executed proxy card without voting instructions on such proxy card, the shares of Aquantia Common Stock represented by such proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares of Aquantia Common Stock will be voted “FOR” approval of the Compensation Proposal.

Our Board of Directors unanimously recommends that you vote

“FOR” the Compensation Proposal.

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PROPOSAL 3—AUTHORITY TO ADJOURN THE SPECIAL MEETING

The Adjournment Proposal

If at the Special Meeting, the number of shares of Aquantia Common Stock represented and voting in favor of Merger Agreement Proposal is insufficient to approve the Merger Agreement Proposal, we may move to adjourn the Special Meeting to permit the solicitation of additional proxies in respect of such proposal. In that event, we will ask our stockholders to vote only upon the Adjournment Proposal, and not the Merger Agreement Proposal or the Compensation Proposal.

In the Adjournment Proposal, we are asking you to vote to adjourn the Special Meeting, if necessary or appropriate, to another time and place to permit the solicitation of additional proxies. If the stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Merger Agreement Proposal, we could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Merger Agreement Proposal.

Failure for this proposal to pass will not affect the ability of the holder of any proxy solicited by us to adjourn the Special Meeting in the event insufficient shares of Aquantia Common Stock are represented to establish a quorum, or for any other lawful purpose.

Vote Required and Recommendation of the Board of Directors

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Aquantia Common Stock present, in person or by proxy, at the Special Meeting and entitled to vote on the matter.

Abstentions and Broker non-votes, if any, will be counted as present for the purpose of determining the presence of a quorum and abstentions will have the same effect as a vote against the Adjournment Proposal. Broker non-votes will have no effect in determining whether or not the Adjournment Proposal is approved. If a stockholder returns a properly executed proxy card without voting instructions on such proxy card, the shares of Aquantia Common Stock represented by such proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting and all of such shares of Aquantia Common Stock will be voted “FOR” approval of the Adjournment Proposal.

Our Board of Directors unanimously recommends that the Aquantia stockholders vote

“FOR” the Adjournment Proposal.

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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of May 16, 2019 regarding the number of shares of Aquantia Common Stock and the percentage of the outstanding shares of Aquantia Common Stock beneficially owned by (i) each person, or group of affiliated persons, known by us to beneficially own more than 5% of the outstanding shares of Aquantia Common Stock; (ii) each of our directors and director nominees; (iii) each of our named executive officers; and (iv) and all of our current executive officers and directors as a group.

The percentage ownership is based on 35,873,575 shares of Aquantia Common Stock outstanding on May 16, 2019. Information with respect to beneficial ownership has been furnished by each director or officer. We have determined beneficial ownership in accordance with the rules of the SEC. The information in the table below regarding the beneficial owners of 5% or more of the outstanding shares of Aquantia Common Stock is based on our review of Schedule 13D and Schedule 13G filings with the SEC. Each person listed below has sole voting and investment power with respect to the shares beneficially owned, unless otherwise stated. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of Aquantia Common Stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of May 16, 2019. As noted in the applicable footnotes to the table, some of the options are not vested but are exercisable at any time and, if exercised, subject to a lapsing right of repurchase until the options are fully vested. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Aquantia Corp., 91 E. Tasman Drive, Suite 100, San Jose, California 95134.

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OTHER MATTERS

Other than the matters set forth in this Proxy Statement, no matter will be presented for action at the Special Meeting. Should any other matter requiring a vote of stockholders arise, the proxies in the enclosed form of proxy confer upon the person or persons entitled to vote the shares represented by such proxies discretionary authority to vote the same in accordance with their best judgment as to matters that they believe to be in the best interests of the Aquantia stockholders.

Adjournments

The Special Meeting may be adjourned without notice, other than by the announcement made at the Special Meeting, by approval of the holders of a majority of the shares of Aquantia Common Stock present, in person or by proxy, and entitled to vote on the matter. We are soliciting proxies to approve adjournment of the Special Meeting, if necessary or appropriate to provide additional time to solicit votes in favor of the Merger Agreement Proposal. Our Board of Directors recommends that you vote in favor of the Adjournment Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to provide additional time to solicit votes in favor of the Merger Agreement Proposal. In addition, if a quorum is not present at the Special Meeting, the Special Meeting may be adjourned by the chairman of the Special Meeting or by the vote of a majority of the shares of Aquantia Common Stock represented at the Special Meeting, in person or represented by proxy, regardless of whether the Adjournment Proposal is approved, but no other business will be transacted at the Special Meeting until a quorum is present.

Stockholder Proposals

Aquantia intends to hold an Annual Meeting of Stockholders on June 19, 2019 (the “2019 Annual Meeting”) only if the Merger is not completed by then, and assuming the Merger is completed in 2019, there will be no public participation in any future meetings of stockholders. Stockholder proposals that are intended to be considered for inclusion in the proxy materials for the 2019 Annual Meeting must have been received by us at our principal executive officers at 91 E. Tasman Drive, Suite 100, San Jose, California 95134, Attention: Secretary by December 28, 2018, and must have satisfied the conditions established by the SEC, including, but not limited to, Rule 14a-8 under the Exchange Act, and by our amended and restated bylaws. If the date of the 2019 Annual Meeting is changed by more than 30 days from the first anniversary of the 2018 annual meeting, then the deadline for receipt of any Stockholder proposals that are intended to be considered for inclusion in the proxy materials for the 2019 Annual Meeting will be a reasonable time before we begin to print and send our proxy materials.

In addition, our amended and restated bylaws contain an advance notice provision with respect to matters to be brought before an annual meeting, including director nominations, whether or not included in our Proxy Statement. If you would like to nominate a director or bring any other business before the stockholders at the 2019 Annual Meeting, you must comply with the procedures contained in our amended and restated bylaws, including notifying us in writing in a timely manner, and such business must otherwise be a proper matter for action by our stockholders. The notice must have been received by us at our principal executive officers at 91 E. Tasman Drive, Suite 100, San Jose, California 95134, Attention: Secretary, in accordance with our amended and restated bylaws. You are also advised to review our amended and restated bylaws, which contain additional requirements for advance notice of stockholder proposals.

Where You Can Find More Information

The SEC allows us to “incorporate by reference” information into this Proxy Statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this Proxy Statement, except for any information superseded by information in this Proxy Statement or incorporated by reference subsequent to the

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date of this Proxy Statement. This Proxy Statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this Proxy Statement.

The following Aquantia filings with the SEC are incorporated by reference:

We also incorporate by reference into this Proxy Statement additional documents that we may file with the SEC between the date of this Proxy Statement and the earlier of the date of the Special Meeting and the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials. The information provided on our website is not part of this Proxy Statement, and therefore is not incorporated by reference herein.

Information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including related exhibits, is not and will not be incorporated by reference into this Proxy Statement.

You may read and copy any reports, statements or other information that we file with the SEC at the SEC website at www.sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us at the following address:

AQUANTIA CORP.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, promptly after we receive your request. Please note that all of our documents that we file with the SEC are also promptly available through our website at www.aquantia.com. The information included on our website is not incorporated by reference into this Proxy Statement.

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If you have any questions about this Proxy Statement, the Special Meeting or the proposed Merger after reading this Proxy Statement, or if you would like additional copies of this Proxy Statement, please contact us at:

AQUANTIA CORP.

91 East Tasman Drive, Suite 100

San Jose, California 95134

(408) 228-8300

You may also contact our proxy solicitor:

Georgeson, LLC

1290 Avenue of the Americas, 9th Floor

New York, New York 10104

Call Toll-free: (800) 509-0976

This Proxy Statement contains references to the availability of certain information from our website, www.aquantia.com. By making such references, we do not incorporate into this document the information included on our website.

You should rely only on the information contained in this Proxy Statement. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated June 10, 2019. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date. Neither the mailing of this Proxy Statement to stockholders nor the issuance of cash in the Merger creates any implication to the contrary.

Directions to the Special Meeting Location

The Special Meeting will be held at Aquantia’s headquarters at 91 East Tasman Drive, Suite 100, San Jose, CA 95134, at 9:00 a.m., local time, on Wednesday, July 10, 2019.

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Annex A

AGREEMENT AND PLAN OF MERGER

by and among:

MARVELL TECHNOLOGY GROUP LTD.,

a Bermuda exempted company;

ANTIGUA ACQUISITION CORP.,

a Delaware corporation;

and

AQUANTIA CORP.

a Delaware corporation

Dated as of May 6, 2019

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