7373 |
98-1562265 | |||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Damien Weiss Megan J. Baier Mark G.C. Bass Wilson Sonsini Goodrich & Rosati, P.C. 1301 Avenue of the Americas New York, NY 10019 Telephone: (212) 999-5800 |
William Mouat, Esq. General Counsel Aurora Innovation, Inc. 50 33rd St, Pittsburgh PA, 15201 (888) 583-9506 |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
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Emerging growth company |
CALCULATION OF REGISTRATION FEE | ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Class A Common Stock, par value $0.00001 per share (1)(2) |
234,985,915 |
$9.94 (7) |
$2,335,759,995.10 (7) |
$216,524.95 | ||||
Class A Common Stock, par value $0.00001 per share (1)(3) |
247,498,882 |
$9.94 (7) |
$2,460,138,887.08 (7) |
$228,054.88 | ||||
Class A Common Stock, par value $0.00001 per share (1)(4) |
399,468,805 |
$9.94 (7) |
$3,970,719,921.70 (7) |
$368,085.74 | ||||
Warrants to purchase Class A Common Stock (1)(5) |
8,900,000 |
$— |
$— |
$— (8) | ||||
Class A Common Stock, par value $0.00001 per share (1)(5) |
8,900,000 |
$9.94 (7) |
$88,466,000.00 |
$8,200.80 | ||||
Class A Common Stock, par value $0.00001 per share (1)(6) |
12,218,750 |
$9.94 (7) |
$121,454,375.00 (7) |
$11,258.82 | ||||
Total |
$816,794.93 (9) | |||||||
(1) |
Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) |
Consists of (A) 234,560,193 shares of Class A Common Stock issuable by us upon conversion of Class B Common Stock held by certain of our stockholders (the “Non-Affiliate Conversion Stock”) and (B) an aggregate of 425,722 shares of the Registrant’s Class A Common Stock issuable upon the exercise of certain outstanding options to purchase Class A Common Stock held by individuals who terminated their employment with Aurora Innovation, Inc. prior to the closing of business combination among Reinvent Technology Partners Y, Aurora Innovation, Inc. and RTPY Merger Sub Inc. (the “Former Employee Options”), which are registered for issuance on this Registration Statement |
(3) |
Consists of (A) 246,547,784 shares of Class A Common Stock issuable by us upon conversion of Class B Common Stock held by certain of our stockholders (the “Affiliate Conversion Stock”) and (B) 951,098 shares of Class A Common Stock issuable upon the exercise of certain outstanding options to purchase Class A Common Stock (the “Affiliate Options”) and vesting of certain restricted stock units for Class A Common Stock held by certain of our affiliates and their affiliated entities (the “Affiliate RSUs” and together with the Affiliate Options, the “Affiliate Equity Stock”), which are registered for issuance and resale on this Registration Statement. |
(4) |
Consists of an aggregate of 399,468,805 shares of the Registrant’s Class A Common Stock registered for resale on this Registration Statement, including (A) 4,029,344 shares of Class A Common Stock beneficially owned by certain of our affiliates (the “Affiliate Class A Stock”), (B) 6,883,086 shares of Class A Common Stock beneficially owned by Reinvent Sponsor Y LLC (the “Sponsor Stock”), (C) 100,000,000 shares of Class A Common Stock purchased at Closing by a number of subscribers pursuant to separate PIPE Subscription Agreements (the “PIPE Shares”), and (D) 288,556,375 shares of Class A Common Stock beneficially owned by certain stockholders who have been granted registration rights (the “Registration Rights Shares”). These shares are registered for resale on this Registration Statement. |
(5) |
Refers to (A) 8,900,000 warrants that were purchased by the Sponsor in connection with the RTPY IPO in a private placement (the “ Private Placement Warrants”) registered for resale on this Registration Statement and (B) 8,900,000 shares of the Registrant’s Class A Common Stock issuable upon exercise of the Private Placement Warrants registered for issuance and resale on this Registration Statement. Each Private Placement Warrant is exercisable for one share of the Registrant’s Class A Common Stock at a price of $11.50 per share, subject to adjustment. |
(6) |
Consists of 12,218,750 shares of the Registrant’s Class A Common Stock issuable upon exercise of public warrants that were issued to stockholders in connection with the RTPY IPO Private Placement Warrants, which are registered for issuance on this Registration Statement. Each Public Warrant is exercisable for one share of the Registrant’s Class A Common Stock at a price of $11.50 per share, subject to adjustment. |
(7) |
Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the Registrant’s Class A Common Stock quoted on the Nasdaq Capital Market on November 2, 2021. |
(8) |
Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the Warrants and the entire fee is allocated to the underlying Class A Common Stock. |
(9) |
Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this Registration Statement by $15,330.26, which represents the portion of the registration fee paid with respect to securities that had previously been included in the Registrant’s registration statement on Form S-1, as amended (Registration Statement No. 333-253075), which was originally filed with the Securities and Exchange Commission on February 12, 2021 and was declared effective by the Securities and Exchange Commission on March 15, 2021. |
PRELIMINARY PROSPECTUS |
Subject to Completion |
November 5, 2021 |
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F-1 |
• | the Company’s ability to recognize anticipated benefits of the Merger, which may be affected by, among other things, the ability of the Company to grow and manage growth profitably following the Closing; |
• | the projected financial information, including but not limited to assumptions around vehicle miles traveled, market penetration and pricing; |
• | our estimated total addressable market, the market for autonomous vehicles, and our market position; |
• | the ability to maintain the listing of our Class A Common Stock and warrants on Nasdaq; |
• | our ability to raise financing in the future; |
• | our ability to effectively manage our growth and future expenses; |
• | the sufficiency of our cash and cash equivalents to meet our operating requirements; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors; |
• | the impact of the regulatory environment and complexities with compliance related to such environment; |
• | our ability to successfully collaborate with business partners; |
• | our ability to obtain, maintain, protect and enforce our intellectual property; |
• | the impact of the COVID-19 pandemic; and |
• | other factors detailed under the section entitled “ Risk Factors |
• | Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology, and if we cannot successfully overcome those challenges or do so on a timely basis, our ability to grow our business will be negatively impacted. |
• | We are an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future. |
• | Aurora’s limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. |
• | Aurora operates in a highly competitive market and some market participants have substantially greater resources. If one or more of our competitors commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, it could materially and adversely affect our business, prospects, financial condition and results of operations. |
• | It is possible that our technology will have more limited performance or may take us longer to complete than is currently projected. This could materially and adversely affect our addressable markets, commercial competitiveness, and business prospects. |
• | We expect that our business model will become less capital intensive as we transition our business to our Driver as a Service model and if that transition is delayed or does not occur, we will require significant additional capital investment to run our business. |
• | Our services and technology may not be accepted and adopted by the market at the pace we expect or at all. |
• | We may experience difficulties in managing our growth and expanding our operations. |
• | Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders. |
• | We are highly dependent on the services of our senior management team and, specifically, our Chief Executive Officer, and if we are not successful in retaining our senior management team and, in particular, our Chief Executive Officer, and in attracting or retaining other highly qualified personnel, we may not be able to successfully implement our business strategy. |
• | It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model. This could significantly hinder our ability to generate a commercially viable product and adversely affect our business prospects. |
• | As part of growing our business, we have in the past and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, it could materially and adversely affect our business, prospects, financial condition and results of operations, and our stock price could decline |
• | Our operating and financial results projections rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate. |
• | Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business. |
• | Our future insurance coverage may not be adequate to protect us from all business risks. |
• | Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships. |
• | Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals of our technology could have a material adverse effect on our business, financial condition and results of operation. |
• | Despite the actions we are taking to defend and protect our intellectual property, we may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly. |
• | The dual class structure of Aurora common stock has the effect of concentrating voting control with the Aurora Founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control. |
• | The Aurora projected financial information considered by RTPY prior to the Business Combination may not be realized, which may adversely affect the market price of our stock. |
• | exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting; |
• | exemption from compliance with the requirement of the Public Company Accounting Oversight Board, or PCAOB, regarding the communication of critical audit matters in the auditor’s report on the financial statements; |
• | reduced disclosure about our executive compensation arrangements; and |
• | exemption from the requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements. |
Non-Affiliate Conversion Stock |
234,560,193 shares |
Former Employee Options |
425,722 shares |
Shares of our Class A Common Stock issuable upon exercise of the Public Warrants |
12,218,750 shares |
Use of Proceeds |
We will receive up to an aggregate of approximately $244.1 million from the exercise of all Warrants, assuming the exercise in full of such Warrants for cash and from the exercise of the Former Employee Options and Affiliate Options. We expect to use the net proceeds from the exercise of the Warrants, the Former Employee Options for general corporate purposes. See the section of this prospectus titled “ Use of Proceeds |
Shares of Class A Common Stock offered by the Selling Securityholders hereunder (representing the Affiliate Conversion Stock and Affiliate Equity Stock |
247,498,882 shares |
Shares of our Class A Common Stock issuable upon exercise of the Private Placement Warrants |
8,900,000 shares |
Shares of Class A Common Stock offered by the Selling Securityholders hereunder (representing the Affiliate Class A Stock, Sponsor Stock, PIPE Shares and Registration Rights Shares) |
399,468,805 shares |
Warrants Offered by the Selling Securityholders hereunder (representing the Private Placement Warrants) |
8,900,000 warrants |
Exercise Price of the Warrants |
$11.50 per share, subject to adjustment as described herein. |
Redemption |
The warrants are redeemable in certain circumstances. See the section of this prospectus titled “ Description of Capital Stock–Warrants |
Use of Proceeds |
We will not receive any proceeds from the sale of our Class A Common Stock and Warrants offered by the Selling Securityholders under this prospectus (the “Securities”). See the section of this prospectus titled “ Use of Proceeds |
Risk Factors |
See the section titled “ Risk Factors |
Nasdaq Symbol |
“AUR” for our Class A Common Stock and “AUROW” for our Warrants. |
Lock-Up Restrictions |
Of the 903,072,352 shares of Class A Common Stock that may be offered or sold by Selling Securityholders identified in this prospectus, 802,952,352 of those shares (the “Lock-Up Shares”), which include shares of Class A Common Stock issuable upon the exercise or vesting of outstanding equity awards and upon conversion of Class B Common Stock, are subject to certain lock-up restrictions, pursuant to our bylaws and/or other agreements further described in the section titled “Certain Relationships and Related Person Transactions |
• | achieving sufficiently safe self-driving system performance as determined by us, government & regulatory agencies, our partners, customers, and the general public; |
• | finalizing self-driving system design, specification, and vehicle integration; |
• | successfully completing system testing, validation, and safety approvals; |
• | obtaining additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; |
• | receiving performance by third parties that supports our R&D and commercial activities; |
• | preserving core intellectual property rights, while obtaining rights from third parties for intellectual property that may be critical to our R&D activities; and |
• | continuing to fund and maintain our current technology development activities. |
• | design, develop, test, and validate our self-driving technology for commercial applications; |
• | produce and deliver our technology at an acceptable level of safety and performance; |
• | properly price our products and services; |
• | plan for and manage capital expenditures for our current and future products; |
• | hire, integrate and retain talented people at all levels of our organization; |
• | forecast our revenue, budget for and manage our expenses; |
• | attract new partners and retain existing partners; |
• | navigate an evolving and complex regulatory environment; |
• | manage our supply chain and supplier relationships related to our current and future products; |
• | anticipate and respond to macroeconomic changes and changes in the markets in which we operate; |
• | maintain and enhance the value of our reputation and brand; |
• | effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business; |
• | develop and protect intellectual property; and |
• | successfully develop new solutions, features, and applications to enhance the experience of partners and end-customers. |
• | costs of the self-driving system hardware; |
• | other fixed and variable costs associated with self-driving vehicle operation; |
• | useful life; |
• | vehicle utilization; and |
• | product pricing. |
• | assumptions around vehicle miles traveled (“VMT”); |
• | the degree of utilization achieved by our self-driving technology; |
• | the price our customers are willing to pay; |
• | the timing and breadth of our technology’s operating domain and product models; |
• | operational costs of our self-driving technology and their useful life; |
• | growth in core development and operating expenses; |
• | which elements of service are delivered by Aurora versus our partners, and associated impact on expenses and capital requirements; |
• | the extent to which our technology is successfully and efficiently operationalized by our fleet partners, and our market penetration more broadly; |
• | the timing of when our partners and end-customers adopt our technology on a commercial basis which could be delayed for regulatory, safety or reliability issues unrelated to our technology; |
• | the timing of future self-driving system hardware generations and vehicle platforms; |
• | competitive pricing pressures, including from established and future competitors; |
• | whether we can obtain sufficient capital to continue investing in core technology development and sustain and grow our business; |
• | the overall strength and stability of domestic and international markets, including, but not limited to trucking, passenger mobility, and local goods delivery; and |
• | other risk factors set forth in this prospectus. |
• | cease selling, incorporating or using products that incorporate the challenged intellectual property; |
• | pay substantial damages; |
• | obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or |
• | redesign our technology. |
• | authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; |
• | certain of our shareholders, including our Founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation; |
• | prohibiting cumulative voting in the election of directors; |
• | providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; |
• | limiting the liability of, and the indemnification of, our directors and officers; |
• | prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; |
• | enabling our Board of Directors to amend the bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | prohibiting stockholder action by written consent; |
• | limiting the persons who may call special meetings of stockholders; and |
• | requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders from bringing matters before annual or special meetings of stockholders and delay |
changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect their own slate of directors or otherwise attempting to obtain control of us. |
• | We will indemnify our directors and officers for serving in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; |
• | We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; |
• | We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; |
• | We are not obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against Aurora or our other indemnitees, except with respect to proceedings authorized by our Board of Directors or brought to enforce a right to indemnification; |
• | the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and |
• | We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents. |
• | the realization of any of the risk factors presented in this prospectus; |
• | changes in the industries in which we and our customers operate; |
• | developments involving our competitors; |
• | changes in laws and regulations affecting its business; |
• | actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition; |
• | additions and departures of key personnel; |
• | failure to comply with the requirements of Nasdaq; |
• | failure to comply with the Sarbanes-Oxley Act or other laws or regulations; |
• | future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; |
• | publication of research reports by securities analysts about us or our competitors or our industry; |
• | the public’s reaction to our press releases, its other public announcements and its filings with the SEC; |
• | actions by stockholders, including the sale by the Third Party PIPE Investors of any of their shares of our stock; |
• | the performance and market valuations of other similar companies; |
• | commencement of, or involvement in, litigation involving us; |
• | broad disruptions in the financial markets, including sudden disruptions in the credit markets; |
• | speculation in the press or investment community; |
• | actual, potential or perceived control, accounting or reporting problems; |
• | changes in accounting principles, policies and guidelines; and |
• | other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events. |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | changes in the market’s expectations about our results of operations; |
• | our results of operations failing to meet the expectation of securities analysts or investors in a particular period; |
• | any major change in our Board or management; |
• | sales of substantial amounts of the shares of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
• | the (a) historical audited financial statements of RTPY as of December 31, 2020 and for the period from October 2, 2020 (inception) through December 31, 2020 and (b) historical unaudited condensed financial statements of RTPY as of and for the six months ended June 30, 2021; |
• | the (a) historical audited financial statements of Aurora as of and for the year ended December 31, 2020 and (b) historical unaudited condensed consolidated financial statements of Aurora as of and for the six months ended June 30, 2021; |
• | the historical audited consolidated financial statements of Apparate, as of and for the year-ended December 31, 2020, included elsewhere in this prospectus; and |
• | other information relating to RTPY and Aurora included in this prospectus. |
• | RTPY changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware; |
• | RTPY entered into the Merger Agreement with Merger Sub and Legacy Aurora, pursuant to which, among other things, following the Domestication, (i) Merger Sub merged with and into Legacy Aurora, the separate corporate existence of Merger Sub ceased and Legacy Aurora became the surviving corporation and a wholly owned subsidiary of RTPY, and RTPY was renamed Aurora Innovation, Inc.; |
• | Prior to the effective time of the Merger, Legacy Aurora adopted the A&R Certificate of Incorporation to implement a dual class structure, pursuant to which (i) Legacy Aurora authorized and issued the Aurora Class B Stock and (ii) each existing share of Legacy Aurora Series A Preferred Stock or Legacy Aurora Series B Preferred Stock issued and outstanding as of immediately prior to the Conversion Amendment (as defined below) was provided the right to convert each such share, from and following the Conversion Amendment, into one share of Legacy Aurora Class B Stock ((i) and (ii) together, the “Conversion Amendment”). For the avoidance of doubt, all rights, preferences, privileges and powers of, and restrictions provided for the benefit of the Legacy Aurora Series Seed 1 Preferred Stock, Legacy Aurora Series Seed 2 Preferred Stock, Legacy Aurora Series U-1 Preferred Stock, Legacy Aurora Series U-2 Preferred Stock or Legacy Aurora Series B-1 Preferred Stock remained unchanged by the Conversion Amendment; |
• | Prior to the effective time of the Merger, but immediately subsequent to the Conversion Amendment, and pursuant to the terms of the A&R Certificate of Incorporation, each share of Legacy Aurora Series Seed 1 Preferred Stock, Legacy Aurora Series Seed 2 Preferred Stock, Legacy Aurora Series U-1 Preferred Stock, Legacy Aurora Series U-2 Preferred Stock or Legacy Aurora Series B-1 Preferred Stock automatically converted into one share of Legacy Aurora common stock (the “Preferred Stock Conversion”); |
• | Prior to the effective time of the Merger, but immediately subsequent to the Conversion Amendment, and pursuant to certain contractual exchange agreements with Legacy Aurora, each share of Legacy Aurora common stock held by the Aurora Founders was exchanged for one share of Legacy Aurora Class B Stock (the “Exchange” and, together with the Conversion Amendment and the Preferred Stock Conversion, the “Pre-Closing Restructuring”); |
• | Upon the consummation of the Merger, Legacy Aurora Stockholders received an aggregate of 1,100,000,000 shares of Legacy Aurora common stock (at a deemed value of $10.00 per share), which, in the case of Legacy Aurora Awards, were shares underlying awards based on Legacy Class A Common Stock, representing a pre-transaction equity value of Aurora of $11.0 billion (such total number of shares of Legacy Aurora common stock, the “Aggregate Merger Consideration”). Specifically, after giving effect to the Pre-Closing Restructuring, (a) each share of Legacy Aurora common stock was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration by |
(ii) the aggregate fully diluted number of shares of Legacy Aurora capital stock (the “Exchange Ratio”) and (b) each share of Legacy Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Class B Common Stock equal to the Exchange Ratio of approximately 2.1708. The portion of the Aggregate Merger Consideration reflecting the conversion of the Legacy Aurora Awards was calculated assuming that all Legacy Aurora Options are net-settled. Holders of Legacy Aurora common stock received Class A Common Stock and holders of Legacy Aurora Class B Stock received Class B Common Stock. Accordingly, 513,575,373 shares of Class A Common Stock and 481,107,977 shares of Class B Common Stock were issued as outstanding shares to Legacy Aurora Stockholders upon completion of the Business Combination; |
• | 82,432,681 shares have been reserved for the potential future issuance of Class A Common Stock upon the exercise of Aurora Options and 34,698,749 shares have been reserved for the potential future issuance of Class A Common Stock upon the settlement of Aurora RSU Awards based on the following transactions contemplated by the Merger Agreement: |
• | The conversion of all outstanding Legacy Aurora Options into options exercisable for shares of Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the Exchange Ratio; |
• | The conversion of all outstanding Legacy Aurora RSU Awards into awards of restricted stock units based on shares of Class A Common Stock with the same terms, except the number of restricted stock units comprising the award will be adjusted using the Exchange Ratio; |
• | Aurora issued and sold 100,000,000 shares of Class A Common Stock at $10.00 per share to the PIPE Investors pursuant to the PIPE Investment; |
• | 75,458,911 of Class A ordinary shares were redeemed by RTPY public shareholders in connection with the Business Combination for an aggregate redemption price of approximately $754.6 million; |
• | 17,434,414 Sponsor Shares were forfeited as a result of the above redemptions; |
• | 1,720,772 shares of Aurora Class A common stock was issued as a result of conversion of Class B ordinary shares of RTPY owned by the Sponsor in the Domestication and become subject to a lock-up (but not price-based vesting) until the first anniversary following the completion of the Business Combination. Such shares represent 25% of the Remaining Sponsor Shares; |
• | Additionally, 5,162,314 shares of Aurora Class A common stock issued as a result of the conversion of Class B ordinary shares of RTPY owned by the Sponsor in the Domestication have been immediately subject to both price-based vesting provisions and lock-up provisions. Such shares represent 75% of the Remaining Sponsor Shares; and |
• | The Sponsor Shares subject to both price-based vesting provisions and a lock-up will consist of three tranches, equaling 1,720,772, 1,720,771 and 1,720,771 shares of Aurora Class A common stock for the first tranche, the second tranche and the third tranche, respectively, as follows: |
• | Tranche I a 20-trading day volume-weighted average price measurement basis and (ii) a lock up of two years following the completion of the Business Combination. |
• | Tranche II a 20-trading day volume-weighted average price measurement basis and (ii) a lock up of three years following the completion of the Business Combination. |
• | Tranche III a 20-trading day volume-weighted average price measurement basis and (ii) a lock up of four years following the completion of the Business Combination. |
• | Legacy Aurora Stockholders have the largest voting interest in the post-combination company; |
• | Legacy Aurora will have the ability to appoint the majority of the members of the Aurora Board; |
• | Legacy Aurora will comprise the ongoing operations of Aurora; |
• | Legacy Aurora management hold executive management roles (including Chief Executive Officer, among others) in the post-combination company and are responsible for the day-to-day operations; |
• | The post-combination company assumed the Aurora branded name: Aurora Innovation, Inc. |
(in millions) |
Number of Shares |
Percentage of Outstanding Shares |
||||||
Legacy Aurora Stockholders (1) |
1,047.0 | 93.6 | % | |||||
Sponsor, Sponsor Related PIPE Investor and RTPY independent directors (2) |
9.3 | 0.8 | % | |||||
RTPY’s public shareholders (3) |
22.3 | 2.0 | % | |||||
Third Party PIPE Investors |
40.2 | 3.6 | % | |||||
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|
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Outstanding Shares |
1,118.8 | 100.0 | % | |||||
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(1) | Includes (i) 513.6 million shares of Class A Common Stock (ii) 481.1 million shares of Class B Common Stock, and (iii) 52.4 million shares subscribed for through the PIPE by existing Legacy Aurora investors. Excludes (i) 82.4 million shares underlying the Aurora Options, whether unvested or vested, and (ii) 34.7 million shares underlying Aurora RSU Awards. |
(2) | Includes 7.5 million shares to be purchased by Sponsor Related PIPE Investor as part of the PIPE Investment. Excludes 5.2 million Sponsor Shares which became subject to price-based vesting conditions in conjunction with the completion of the Business Combination. |
(3) | The number of shares is net of redemptions of approximately 75.5 million Class A ordinary shares of RTPY at redemption price of approximately $10.00 per share. |
RTPY (Historical) |
Aurora (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 501 | $ | 784,813 | $ | 1,142,893 | A | $ | 1,928,207 | |||||||||||
Restricted cash, current |
— | 182 | — | 182 | ||||||||||||||||
Prepaid expenses and other current assets |
1,325 | 23,159 | (3,476 | ) | B | 21,008 | ||||||||||||||
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Total current assets |
1,826 | 808,154 | 1,139,417 | 1,949,397 | ||||||||||||||||
Cash held in trust account |
977,544 | — | (977,544 | ) | C | — | ||||||||||||||
Property and equipment, net |
— | 80,112 | — | 80,112 | ||||||||||||||||
Operating lease right-of-use assets |
— | 146,593 | — | 146,593 | ||||||||||||||||
Restricted cash, noncurrent |
— | 13,300 | — | 13,300 | ||||||||||||||||
Other assets, net |
— | 19,777 | — | 19,777 | ||||||||||||||||
Acquisition related intangible assets |
— | 617,200 | — | 617,200 | ||||||||||||||||
Goodwill |
— | 1,111,197 | — | 1,111,197 | ||||||||||||||||
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Total assets |
$ | 979,370 | $ | 2,796,333 | $ | 161,873 | $ | 3,937,576 | ||||||||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
$ | 28 | $ | 6,541 | $ | (25 | ) | D | $ | 6,544 | ||||||||||
Accrued expenses and other current liabilities |
323 | 53,595 | (3,341 | ) | D | 50,577 | ||||||||||||||
Operating lease liabilities, current |
— | 10,816 | — | 10,816 | ||||||||||||||||
Related party payable |
498 | 1,422 | — | 1,920 | ||||||||||||||||
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Total current liabilities |
849 | 72,374 | (3,366 | ) | 69,857 | |||||||||||||||
Other liabilities |
— | 434 | — | 434 | ||||||||||||||||
Derivative warrant liabilities |
38,914 | — | — | 38,914 | ||||||||||||||||
Deposit liability |
— | 50,000 | — | 50,000 | ||||||||||||||||
Derivative liability – Sponsor Shares |
— | — | 46,941 | E | 46,941 | |||||||||||||||
Deferred legal fees and underwriting commissions |
34,231 | — | (34,231 | ) | F | — | ||||||||||||||
Operating lease liabilities, long-term |
— | 127,715 | — | 127,715 | ||||||||||||||||
Deferred tax liability |
— | 3,203 | — | 3,203 | ||||||||||||||||
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Total liabilities |
73,994 | 253,726 | 9,344 | 337,064 | ||||||||||||||||
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Redeemable convertible preferred stock |
— | 2,161,145 | (2,161,145 | ) | G | — | ||||||||||||||
Common shares subject to possible redemption |
900,376 | — | (900,376 | ) | H | — | ||||||||||||||
Stockholders’ equity (deficit): |
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RTPY Class A Ordinary Shares |
1 | — | (1 | ) | I | — | ||||||||||||||
RTPY Class B Ordinary Shares |
2 | — | (2 | ) | I | — | ||||||||||||||
Class A Common Stock |
— | — | 63 | J | 63 | |||||||||||||||
Class B Common Stock |
— | — | 48 | K | 48 | |||||||||||||||
Legacy Aurora common stock |
— | 25 | (25 | ) | L | — | ||||||||||||||
Additional paid-in capital |
10,845 | 1,087,631 | 3,259,322 | M | 4,357,798 | |||||||||||||||
Retained earnings (accumulated deficit) |
(5,848 | ) | (706,194 | ) | (45,355 | ) | N | (757,397 | ) | |||||||||||
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Total stockholders’ equity |
5,000 | 381,462 | 3,214,050 | 3,600,512 | ||||||||||||||||
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Total liabilities and stockholders’ equity (deficit) |
979,370 | 2,796,333 | 161,873 | 3,937,576 | ||||||||||||||||
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For the Year Ended December 31, 2020 |
Apparate Acquisition |
For the period from October 2, 2020 (inception) to December 31, 2020 RTPY (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
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Aurora Innovation, Inc. (Historical) |
Apparate (Historical) |
Transaction Accounting Adjustments |
Pro Forma Combined |
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Revenue |
$ | — | $ | 100,000 | $ | (100,000 | ) | O | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Operating Expenses |
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Research and development |
179,426 | 649,047 | 36,409 | P | 864,882 | — | 88,583 | R | 953,465 | |||||||||||||||||||||||||||
Selling, general and administrative |
38,693 | 150,637 | (3,812 | ) | Q | 185,518 | 19 | 5,903 | S | 191,440 | ||||||||||||||||||||||||||
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Total operating expenses |
218,119 | 799,684 | 32,597 | 1,050,400 | 19 | 94,486 | 1,144,905 | |||||||||||||||||||||||||||||
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Loss from operations |
(218,119 | ) | (699,684 | ) | (132,597 | ) | (1,050,400 | ) | (19 | ) | (94,486 | ) | (1,144,905 | ) | ||||||||||||||||||||||
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Interest and other income, net |
3,672 | 2,409 | — | 6,081 | — | — | 6,081 | |||||||||||||||||||||||||||||
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