Aurora Innovation, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Derivative Liabilities

Derivative Liabilities

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

The components of derivative liabilities measured at fair value on a recurring basis were as follows (in millions):


		As of
	Fair value level	September 30, 2024		December 31, 2023
Public warrants	Level 1	$	10	$	6
Private placement warrants	Level 2	7		4
Common stock warrants		17		10
Earnout share liabilities	Level 3	22		14
Total derivative liabilities		$	39	$	24

The public and private placement warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument. The private placement warrants were valued using observable inputs for similar publicly traded instruments. Public warrants outstanding were 12 million as of September 30, 2024 and December 31, 2023. Private placement warrants outstanding were 9 million as of September 30, 2024 and December 31, 2023.

The earnout share liabilities are measured at fair value on a recurring basis utilizing a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. Earnout shares outstanding were 5 million as of September 30, 2024 and December 31, 2023.

The valuation inputs utilized in determining the earnout share liability were as follows:


	As of
	September 30, 2024		December 31, 2023
Risk-free interest rates	3.7	%	3.9	%
Expected term (in years)	7.1		7.8

Expected volatility	53.0	%	53.0	%

The components of change in fair value of derivative liabilities were as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Common stock warrants	$	(13)	$	3	$	(7)	$	(4)
Earnout share liabilities	(15)		2		(8)		(3)
Change in fair value of derivative liabilities	$	(28)	$	5	$	(15)	$	(7)