the historical audited financial statements of RTPY as of December 31, 2020 and for the period from October 2, 2020 (inception) through December 31, 2020 included in the Proxy Statement/Prospectus and incorporated herein by reference;

the historical unaudited condensed financial statements of RTPY as of and for the nine months ended September 30, 2021, the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Aurora’s Form 10-Q filed with SEC on November 15, 2021 and incorporated herein by reference;

the historical audited financial statements of Legacy Aurora as of and for the year ended December 31, 2020 included in the Proxy Statement/Prospectus and incorporated herein by reference;

historical unaudited condensed consolidated financial statements of Legacy Aurora as of and for the nine months ended September 30, 2021, the related notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, filed as Exhibit 99.1 and 99.2, respectively, to this Amendment No. 1 to Current Report on Form 8-K/A and incorporated herein by reference;

the historical audited consolidated financial statements of Apparate, as of and for the year-ended December 31, 2020, included in the Proxy Statement/Prospectus and incorporated herein by reference; and

other information relating to RTPY and Legacy Aurora included in the Proxy Statement/Prospectus and are incorporated herein by reference.

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 Amended and Restated Certificate of Incorporation (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 RTPY 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: Tranche I has (i) a price-based vesting trigger based on the trading price of Aurora common stock exceeding $15.00 on 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: Tranche II has (i) a price-based vesting trigger based on the trading price of Aurora common stock exceeding $17.50 on 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: Tranche III has (i) a price-based vesting trigger based on the trading price of Aurora common stock exceeding $20.00 on 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; and

The post-combination company assumed the Aurora branded name: Aurora Innovation, Inc.

Legacy Aurora Stockholders⁽¹⁾

Sponsor, Sponsor Related PIPE Investor and RTPY independent directors⁽²⁾

RTPY’s public shareholders⁽³⁾

Third Party PIPE Investors

Outstanding Shares

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.

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.

The number of shares is net of redemptions of approximately 75.5 million RTPY Class A ordinary shares at redemption price of approximately $10.00 per share.

ASSETS

Current assets:

Cash and cash equivalents

Restricted cash, current

Contract asset

Prepaid expenses and other current assets

Total current assets

Cash held in trust account

Property and equipment, net

Operating lease right-of-use assets

Restricted cash, noncurrent

Other assets, net

Acquisition related intangible assets

Goodwill

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

Accounts payable

Accrued expenses and other current liabilities

Operating lease liabilities, current

Related party payable

Total current liabilities

Other liabilities

Derivative warrant liabilities

Derivative liability – Sponsor Shares

Deferred legal fees and underwriting commissions

Operating lease liabilities, long-term

Deferred tax liability

Total liabilities

Redeemable convertible preferred stock

Common shares subject to possible redemption

Stockholders’ equity (deficit):

RTPY Class B Ordinary Shares

Class A Common Stock

Class B Common Stock

Legacy Aurora common stock

Additional paid-in capital

Retained earnings (accumulated deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity (deficit)

Revenue

Operating Expenses

Research and development

Selling, general and administrative

Total operating expenses

Loss from operations

Interest and other income, net

Loss before income taxes

Income taxes (benefit) expense

Net income (loss)

Weighted average shares outstanding, Aurora, basic and diluted

Net loss per share attributable to Aurora, basis and diluted

Weighted average shares outstanding – RTPY Class B ordinary shares, basic and diluted,

Net loss per share – Class B, basic and diluted

Weighted average shares outstanding – Aurora Class A, basic and diluted

Net loss per share – Class A, basic and diluted

Weighted average shares outstanding – Aurora Class B, basic and diluted

Net loss per share – Class B, basic and diluted

For the Nine
Months Ended
September 30,
2021

Revenue

Operating Expenses

Research and development

Selling, general and administrative

Total operating expenses

Loss from operations

Interest and other income, net

Fair value adjustments for warrant liability

Financing costs – derivative warrant liabilities

Income from investments held in trust account

Loss before income taxes

Income taxes (benefit) expense

Net income (loss)

Weighted average shares outstanding, used in computing net loss per share, Aurora, basic and diluted

Net loss per share, Aurora, basis and diluted

Weighted average shares outstanding – RTPY Class A ordinary shares, basic and diluted,

Net loss per share – Class A, basic and diluted

Weighted average shares outstanding – RTPY Class B ordinary shares, basic and diluted,

Net loss per share – Class B, basic and diluted

Weighted average shares outstanding – Aurora Class A, basic and diluted

Net loss per share – Class A, basic and diluted

Weighted average shares outstanding – Aurora Class B, basic and diluted

Net loss per share – Class B, basic and diluted

RTPY’s unaudited balance sheet as of September 30, 2021 and the related notes, included in Aurora’s Form 10-Q filed with SEC on November 15, 2021 and incorporated herein by reference; and

Legacy Aurora’s unaudited consolidated balance sheet as of September 30, 2021 and the related notes, filed as Exhibit 99.1 to the Form 8-K/A and incorporated herein by reference;

RTPY’s unaudited condensed statement of operations for the nine months ended September 30, 2021 and the related notes, included in Aurora’s Form 10-Q filed with SEC on November 15, 2021 and incorporated herein by reference;

Legacy Aurora’s unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021 and the related notes, filed as Exhibit 99.1 to the Form 8-K/A and incorporated herein by reference; and

Apparate’s unaudited financial information provided by Apparate management, for the period from January 1, 2021 through January 19, 2021.

RTPY’s audited statement of operations for the period between October 2, 2020 (inception) and December 31, 2020 and the related notes, included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference;

Legacy Aurora’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference; and

Apparate’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in the Proxy Statement/Prospectus and are incorporated herein by reference.

Revenue

Research and development

Selling, general and administrative

Loss from operations

Interest and other income, net

Total other income (expense)

Loss before income taxes

Income tax (benefit) expense

Net loss

Depreciation and amortization expense were separately disclosed in the Apparate historical statement of operations. In Legacy Aurora’s statement of operations, depreciation and amortization was included as part of research and development and selling general and administrative expenses.

Sales and marketing and general and administrative expenses were separately disclosed in the Apparate historical statement of operations. In Legacy Aurora’s statement of operations, these expenses are presented together.

Release of cash from trust account

Proceeds from PIPE Investment

Payment of deferred underwriting fees and transaction expenses

Cash payment for redemptions

Net adjustment

Reflects the reclassification of cash and cash equivalents held in the trust account that becomes available in connection with the Business Combination or to pay redeeming RTPY shareholders.

Reflects the proceeds of $1.0 billion from the issuance and sale of 100.0 million shares of Class A Common Stock, with a per share par value of $0.00001, at $10.00 per share in the PIPE Investment pursuant to the Subscription Agreements. The shares include approximately 40.2 million shares to be purchased by Third Party PIPE Investors, approximately 7.5 million shares to be purchased by Sponsor Related PIPE Investor, and approximately 52.4 million shares to be purchased by Aurora PIPE Investors. The proceeds from the PIPE Investment are reflected with corresponding pro forma adjustments to the par value of Class A Common Stock, as shown in Note 4(J), and additional paid-in capital, as shown in Note 4(M).

Reflects the settlement of approximately $78.6 million of deferred underwriting fees and transaction-related expenses at close in connection with the Business Combination. Of the total, approximately $44.3 million relates to advisory, legal, and other fees to be incurred in conjunction with the Business Combination and $34.2 million relates to RTPY’s deferred underwriting and legal fees.

Reflects the payment to redeeming RTPY public shareholders. The amount of redemptions is approximately 75.5 million shares at a redemption price of $10.00 per share. The corresponding adjustments are a reduction in par value of Class A Common Stock and a reduction to additional paid-in capital, as shown in Notes 4(J) and 4(M). As a result of redemptions, approximately $223.0 million of cash from the trust account was available for the payment of underwriter fees, the payment of transaction costs related to the Merger and for Aurora’s general corporate purposes.

Recapitalization of Legacy Aurora common stock into Aurora common stock

Reclassification of RTPY public shares to permanent equity, prior to impact of redemptions

Issuance of Class A Common Stock from PIPE Investment per Subscription Agreements

Conversion of RTPY Class B ordinary shares into Class A Common Stock as a result of the Domestication

Decrease due to redemption of RTPY public shares

Net adjustment

Adjustment to par value of Aurora Class A Common Stock was immaterial and significantly less than one thousand dollars.

Increase in par value of Legacy Aurora common stock as a result of Legacy Aurora preferred stock converting into Legacy Aurora common stock

Elimination and recapitalization of par value of Legacy Aurora common stock, inclusive of par value of Legacy Aurora common stock issued upon conversion of Legacy Aurora preferred stock

Net adjustment

Conversion of Legacy Aurora preferred stock into Legacy Aurora common stock

Reclassification of RTPY public shares to permanent equity, prior to impact of redemptions

Issuance of Class A Common Stock from PIPE Investment per Subscription Agreements

Cumulative catch-up expense for Legacy Aurora RSUs

Record fair value of liability related to the Sponsor Shares which became subject to price-based vesting upon completion of the Business Combination

Reclassification of Aurora’s previously deferred transaction costs

Reduction in additional paid-in capital for acquisition-related transaction expenses incurred subsequent to September 30, 2021

Elimination of RTPY’s historical accumulated deficit

Impact of the Domestication to additional paid-in capital

Recapitalization of Legacy Aurora common stock into Aurora common stock

Reduction in additional paid-in capital due to actual redemptions

Net adjustment

Represents the stock-based compensation for certain Legacy Aurora RSUs subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in Aurora recognizing a cumulative catch-up expense for pro forma presentation purposes.

Elimination of historical depreciation and amortization expense on Apparate’s fixed assets

Elimination of historical Uber RSU stock-based compensation expense

To record adjustment for severance expense

To record pro forma depreciation and amortization expense on Apparate’s fixed assets based on the fair value as of the acquisition date

To record pro forma share-based compensation related to related-party share-based compensation payments

Net adjustment

Amortization expense existed in the historical period and not in the future periods as the fair value of the historical intangible assets was zero in the post-acquisition period. The pro forma adjustments include the net impact of recording depreciation expense based on the acquisition date fair value of the acquired fixed assets and removing historically recorded depreciation expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020. During the period from January 20, 2021 to September 30, 2021, Legacy Aurora recorded $2.6 million in depreciation expense relating to the acquired fixed assets and the pro forma depreciation expense for the nine months ended September 30, 2021 is presented net of such expense.

During the nine months ended September 30, 2021, Legacy Aurora recorded $15.8 million, of which approximately $12.6 million was recorded in research and development expenses, in severance expense in conjunction with the Apparate acquisition. The pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented, assuming that the acquisition of Apparate had been completed on January 1, 2020.

Former employees of Apparate received grants of RSUs in a related party entity in connection with their employment with a subsidiary of the related party entity prior to the acquisition. These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as the personnel remain employees of Aurora. As the RSUs were a modification to previously held awards by these employees in the historical period and the acquisition accounting measured the awards at fair value under stock-based compensation guidance, the stock-based compensation expense in the historical periods was eliminated and adjusted to reflect the fair value of the awards. During the nine months ended September 30, 2021, Legacy Aurora recorded $95.6 million in expense relating to these awards and the pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020 and the vesting period would have concluded on December 31, 2020. In addition, former employees of Apparate received Legacy Aurora restricted stock units which have service-based and performance-based vesting conditions with performance-based vesting condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met with the pro forma impact of such restricted stock units reflected as an adjustment in Note 4(R) and Note 4(S).

Elimination of historical depreciation expense on Apparate’s fixed assets

Elimination of historical Uber RSU stock-based compensation expense

To record adjustment for severance expense

To record pro forma depreciation expense on Apparate’s fixed assets based on the fair value as of the acquisition date

To record pro forma share-based compensation related to related-party share-based compensation payments

Net adjustment

The pro forma adjustments include the net impact of recording depreciation expense based on the acquisition date fair value of the acquired fixed assets and removing historically recorded depreciation expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020. During the period from January 20, 2021 to September 30, 2021, Legacy Aurora recorded $5.0 million in depreciation expense relating to the acquired fixed assets and the pro forma depreciation expense for the nine months ended September 30, 2021 is presented net of such expense.

During the nine months ended September 30, 2021, Legacy Aurora recorded $15.8 million in severance expense, of which approximately $3.1 million was recorded in selling, general and administrative expenses, in conjunction with the Apparate acquisition. The pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented, assuming that the acquisition of Apparate had been completed on January 1, 2020.

Former employees of Apparate received grants of RSUs in a related party entity in connection with their employment with a subsidiary of the related party entity prior to the acquisition. These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as the personnel remain employees of Legacy Aurora. As the RSUs were a modification to previously held awards by these employees in the historical period and the acquisition accounting measured the awards at fair value under stock-based compensation guidance, the stock-based compensation expense in the historical periods was eliminated and adjusted to reflect the fair value of the awards. During the nine months ended September 30, 2021, Legacy Aurora recorded $2.9 million in expense relating to these awards and the pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020 and the vesting period would have concluded on December 31, 2020.

To record pro forma share-based compensation related to Legacy Aurora restricted stock units

Net adjustment

Certain Legacy Aurora restricted stock units are subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in a cumulative catch-up expense of $47.8 million for pro forma presentation purposes. Such cumulative catch-up expense is reflected in the year ended December 31, 2020. The remaining expense will be recognized over the remaining time-based vesting condition following the completion of the Business Combination, assuming that the Business Combination had been completed on January 1, 2020 for pro forma presentation purposes.

To record pro forma share-based compensation related to Legacy Aurora restricted stock units

Elimination of expenses incurred by RTPY for certain support services

Net adjustment

Certain Legacy Aurora restricted stock units are subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in a cumulative catch-up expense of $3.4 million for pro forma presentation purposes. Such cumulative catch-up expense is reflected in the year ended December 31, 2020. The remaining expense will be recognized over the remaining time-based vesting condition following the completion of the Business Combination, assuming that the Business Combination had been completed on January 1, 2020 for pro forma presentation purposes.

Reflects the elimination of expense related to RTPY’s support services which ceased upon completion of the Business Combination.

Pro forma loss attributable to common stockholders—Class A and Class B

Combined Entity Class A Common Stock

Weighted average shares outstanding—Class A, basic and diluted

Net loss per share—Class A, basic and diluted

Combined Entity Class B Common Stock

Weighted average shares outstanding—Class B, basic and diluted

Net loss per share—Class B, basic and diluted

Legacy Aurora Stockholders(1)

RTPY’s public shareholders

PIPE Investors

Sponsor and Sponsor Related PIPE Investor(2)

Pro forma weighted average shares outstanding—basic and diluted

Excludes approximately 1.2 million restricted shares or shares issued for early exercised options, subject to a repurchase right, and includes approximately 52.4 million shares to be purchased by Aurora PIPE Investors as part of the PIPE Investment.

Includes 7.5 million shares to be purchased by Sponsor Related PIPE Investor as part of the PIPE Investment.

Sponsor Shares subject to price-based vesting conditions

Public warrants and Private Placement Warrants

Aurora options and restricted stock units

Aurora restricted stock and shares issued for early exercised options, subject to a repurchase right