00018281082021FYtrue
Aurora Innovation, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K (this “Amendment” or “Form 10-K/A”) is solely for the purpose of reissuing the Company’s previously filed consolidated financial statements for the year ended December 31, 2019 and related financial information which were inadvertently omitted from the Original Form 10-K.
This Amendment sets forth the following items from the Original Form 10-K, as modified and superseded where necessary to reflect the consolidated financial statements for the year ended December 31, 2019 and related financial information.
Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8, Financial Statements and Supplementary Data
Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from its Chief Executive Officer and Chief Financial Officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2.
Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 10-K and does not modify or update the disclosures therein, except to reflect the effects of the reverse recapitalization on share and per share financial information presented in the consolidated financial statements for the year ended December 31, 2019, as disclosed in Note 3, Reverse Recapitalization, under Item 8 of this Form 10-K/A.. This Amendment should be read in conjunction with the Company’s other filings with the SEC, including the Original Form 10-K.
P3YP1Y0M0DP1Y
00018281082021-01-012021-12-310001828108us-gaap:CommonClassAMember2021-01-012021-12-310001828108us-gaap:WarrantMember2021-01-012021-12-3100018281082021-06-30iso4217:USD0001828108us-gaap:CommonClassAMember2022-07-29xbrli:shares0001828108us-gaap:CommonClassBMember2022-07-2900018281082021-12-3100018281082020-12-310001828108us-gaap:WarrantMember2021-12-310001828108us-gaap:WarrantMember2020-12-310001828108aur:EarnoutSharesMember2021-12-310001828108aur:EarnoutSharesMember2020-12-310001828108us-gaap:CommonClassAMember2020-12-31iso4217:USDxbrli:shares0001828108us-gaap:CommonClassAMember2021-12-310001828108us-gaap:CommonClassBMember2020-12-310001828108us-gaap:CommonClassBMember2021-12-310001828108aur:CollaborativeRevenueMember2021-01-012021-12-310001828108aur:CollaborativeRevenueMember2020-01-012020-12-310001828108aur:CollaborativeRevenueMember2019-01-012019-12-310001828108aur:DevelopmentServicesRevenueMember2021-01-012021-12-310001828108aur:DevelopmentServicesRevenueMember2020-01-012020-12-310001828108aur:DevelopmentServicesRevenueMember2019-01-012019-12-3100018281082020-01-012020-12-3100018281082019-01-012019-12-310001828108srt:ScenarioPreviouslyReportedMember2018-12-310001828108us-gaap:CommonStockMembersrt:ScenarioPreviouslyReportedMember2018-12-310001828108srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2018-12-310001828108us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2018-12-310001828108srt:RestatementAdjustmentMember2018-12-310001828108us-gaap:CommonStockMembersrt:RestatementAdjustmentMember2018-12-310001828108us-gaap:AdditionalPaidInCapitalMembersrt:RestatementAdjustmentMember2018-12-3100018281082018-12-310001828108us-gaap:CommonStockMember2018-12-310001828108us-gaap:AdditionalPaidInCapitalMember2018-12-310001828108us-gaap:RetainedEarningsMember2018-12-310001828108aur:SeriesBRedeemableConvertiblePreferredStockMember2019-01-012019-12-310001828108aur:SeriesB1RedeemableConvertiblePreferredStockMember2019-01-012019-12-310001828108us-gaap:CommonStockMember2019-01-012019-12-310001828108us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001828108us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001828108us-gaap:RetainedEarningsMember2019-01-012019-12-3100018281082019-12-310001828108us-gaap:CommonStockMember2019-12-310001828108us-gaap:AdditionalPaidInCapitalMember2019-12-310001828108us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001828108us-gaap:RetainedEarningsMember2019-12-310001828108srt:ScenarioPreviouslyReportedMember2019-12-310001828108us-gaap:CommonStockMembersrt:ScenarioPreviouslyReportedMember2019-12-310001828108srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2019-12-310001828108srt:ScenarioPreviouslyReportedMemberus-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001828108us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2019-12-310001828108us-gaap:CommonStockMember2020-01-012020-12-310001828108us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001828108aur:SeriesBRedeemableConvertiblePreferredStockMember2020-01-012020-12-310001828108us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001828108us-gaap:RetainedEarningsMember2020-01-012020-12-310001828108us-gaap:CommonStockMember2020-12-310001828108us-gaap:AdditionalPaidInCapitalMember2020-12-310001828108us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001828108us-gaap:RetainedEarningsMember2020-12-310001828108aur:SeriesU1RedeemableConvertiblePreferredStockMember2021-01-012021-12-310001828108aur:SeriesU2RedeemableConvertiblePreferredStockMember2021-01-012021-12-310001828108us-gaap:CommonStockMember2021-01-012021-12-310001828108us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001828108us-gaap:RetainedEarningsMember2021-01-012021-12-310001828108us-gaap:CommonStockMember2021-12-310001828108us-gaap:AdditionalPaidInCapitalMember2021-12-310001828108us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001828108us-gaap:RetainedEarningsMember2021-12-31aur:cityaur:segment0001828108srt:MinimumMember2021-01-012021-12-310001828108srt:MaximumMember2021-01-012021-12-310001828108us-gaap:LeaseholdImprovementsMembersrt:MaximumMember2021-01-012021-12-310001828108us-gaap:BuildingMember2021-01-012021-12-31aur:renewalOption0001828108aur:RTPYMergerSubIncMember2021-11-022021-11-020001828108aur:CommonShareholdersMember2021-11-032021-11-0300018281082021-11-03xbrli:pure0001828108aur:LegacyAuroraPreferredStockMember2021-11-032021-11-030001828108aur:LegacyAuroraCommonStockMember2021-11-032021-11-030001828108us-gaap:CommonClassAMember2021-11-032021-11-030001828108us-gaap:CommonClassBMember2021-11-032021-11-030001828108aur:LegacyAuroraOptionsMember2021-11-032021-11-030001828108us-gaap:EmployeeStockOptionMember2021-11-032021-11-030001828108aur:LegacyAuroraRestrictedStockUnitsMember2021-11-032021-11-030001828108us-gaap:RestrictedStockUnitsRSUMember2021-11-032021-11-0300018281082021-11-032021-11-030001828108aur:SponsorSharesConvertedMember2021-07-142021-07-140001828108aur:SponsorSharesMember2021-07-142021-07-140001828108aur:SponsorSharesSubjectToLockUpProvisionMember2021-07-142021-07-140001828108aur:SponsorSharesSubjectToPriceBasedVestingMember2021-07-142021-07-140001828108aur:PublicWarrantsMember2021-11-030001828108aur:PrivatePlacementWarrantsMember2021-11-030001828108aur:RTPYMergerSubIncMember2021-11-020001828108aur:RTPYSponsorsMember2021-11-032021-11-030001828108us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2021-12-310001828108us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2021-12-310001828108us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001828108us-gaap:MoneyMarketFundsMember2021-12-310001828108us-gaap:FairValueInputsLevel1Member2021-12-310001828108us-gaap:FairValueInputsLevel2Member2021-12-310001828108us-gaap:FairValueInputsLevel3Member2021-12-310001828108aur:PublicWarrantsMemberus-gaap:FairValueInputsLevel1Member2021-12-310001828108aur:PublicWarrantsMemberus-gaap:FairValueInputsLevel2Member2021-12-310001828108aur:PublicWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001828108aur:PublicWarrantsMember2021-12-310001828108us-gaap:FairValueInputsLevel1Memberaur:PrivatePlacementWarrantsMember2021-12-310001828108us-gaap:FairValueInputsLevel2Memberaur:PrivatePlacementWarrantsMember2021-12-310001828108aur:PrivatePlacementWarrantsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001828108aur:PrivatePlacementWarrantsMember2021-12-310001828108us-gaap:FairValueInputsLevel1Memberaur:EarnoutSharesMember2021-12-310001828108us-gaap:FairValueInputsLevel2Memberaur:EarnoutSharesMember2021-12-310001828108aur:EarnoutSharesMemberus-gaap:FairValueInputsLevel3Member2021-12-310001828108us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2020-12-310001828108us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2020-12-310001828108us-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2020-12-310001828108us-gaap:MoneyMarketFundsMember2020-12-310001828108us-gaap:FairValueInputsLevel1Member2020-12-310001828108us-gaap:FairValueInputsLevel2Member2020-12-310001828108us-gaap:FairValueInputsLevel3Member2020-12-310001828108us-gaap:MeasurementInputRiskFreeInterestRateMemberaur:MonteCarloSimulationMember2021-11-030001828108us-gaap:MeasurementInputRiskFreeInterestRateMemberaur:MonteCarloSimulationMember2021-12-310001828108us-gaap:MeasurementInputPriceVolatilityMemberaur:MonteCarloSimulationMember2021-11-030001828108us-gaap:MeasurementInputPriceVolatilityMemberaur:MonteCarloSimulationMember2021-12-310001828108us-gaap:LandMember2021-12-310001828108us-gaap:LandMember2020-12-310001828108us-gaap:FurnitureAndFixturesMember2021-12-310001828108us-gaap:FurnitureAndFixturesMember2020-12-310001828108aur:TestAndLabEquipmentMember2021-12-310001828108aur:TestAndLabEquipmentMember2020-12-310001828108us-gaap:LeaseholdsAndLeaseholdImprovementsMember2021-12-310001828108us-gaap:LeaseholdsAndLeaseholdImprovementsMember2020-12-310001828108aur:ComputersAndEquipmentMember2021-12-310001828108aur:ComputersAndEquipmentMember2020-12-310001828108us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2021-12-310001828108us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-12-310001828108us-gaap:AutomobilesMember2021-12-310001828108us-gaap:AutomobilesMember2020-12-310001828108us-gaap:BuildingMember2021-12-310001828108us-gaap:BuildingMember2020-12-3100018281082021-04-012021-04-300001828108us-gaap:SubsequentEventMembersrt:ScenarioForecastMember2022-01-012022-12-310001828108aur:ATGMember2021-01-190001828108aur:ATGMember2021-01-192021-01-190001828108aur:SeriesU1RedeemableConvertiblePreferredStockMemberaur:ATGMember2021-01-192021-01-190001828108us-gaap:CommonStockMemberaur:ATGMember2021-01-192021-01-190001828108aur:ATGMember2021-01-012021-12-310001828108aur:ATGMember2021-01-192021-12-310001828108aur:ATGMember2020-01-012020-12-310001828108aur:OURSTechnologyIncMember2021-03-050001828108aur:OURSTechnologyIncMember2021-03-052021-03-050001828108aur:OURSTechnologyIncMemberus-gaap:OperatingExpenseMember2021-03-050001828108aur:OURSTechnologyIncMemberus-gaap:CommonStockMember2021-03-052021-03-050001828108aur:OURSTechnologyIncMemberus-gaap:CommonStockMemberus-gaap:RestrictedStockMember2021-03-052021-03-050001828108aur:OURSTechnologyIncMember2021-01-012021-12-310001828108aur:BlackmoreSensorsAndAnalyticsIncMember2019-08-260001828108aur:BlackmoreSensorsAndAnalyticsIncMember2019-01-012019-12-310001828108aur:BlackmoreSensorsAndAnalyticsIncMember2019-08-262019-08-260001828108aur:BlackmoreSensorsAndAnalyticsIncMemberus-gaap:OperatingExpenseMember2019-08-260001828108aur:BlackmoreSensorsAndAnalyticsIncMemberus-gaap:SeriesBPreferredStockMember2021-03-052021-03-050001828108aur:SeriesB1RedeemableConvertiblePreferredStockMemberaur:BlackmoreSensorsAndAnalyticsIncMember2021-03-052021-03-050001828108aur:BlackmoreSensorsAndAnalyticsIncMemberus-gaap:CommonStockMember2021-03-052021-03-050001828108aur:BlackmoreSensorsAndAnalyticsIncMemberus-gaap:CommonStockMemberus-gaap:RestrictedStockMember2019-08-262019-08-260001828108aur:BlackmoreSensorsAndAnalyticsIncMemberus-gaap:CommonStockMemberus-gaap:RestrictedStockMember2021-03-052021-03-050001828108aur:BlackmoreSensorsAndAnalyticsIncMember2021-01-012021-12-310001828108us-gaap:CommonClassAMember2021-11-030001828108us-gaap:CommonClassBMember2021-11-0300018281082021-11-300001828108us-gaap:CommonClassAMember2021-11-300001828108us-gaap:CommonClassBMember2021-11-30aur:votePerShare0001828108us-gaap:RestrictedStockUnitsRSUMember2021-12-310001828108aur:PublicWarrantsMember2021-12-310001828108aur:PrivatePlacementWarrantsMember2021-12-310001828108aur:PublicWarrantsMember2021-01-012021-12-310001828108aur:PublicWarrantsMember2021-12-032021-12-03aur:tradingDay0001828108aur:DerivativeInstrumentPeriodOneMemberaur:PublicWarrantsMember2021-12-030001828108aur:PublicWarrantsMemberaur:DerivativeInstrumentPeriodTwoMember2021-12-0300018281082021-12-032021-12-030001828108aur:DerivativeInstrumentPeriodOneMemberaur:PublicWarrantsMember2021-12-032021-12-030001828108aur:PublicWarrantsMemberus-gaap:CommonClassAMember2021-12-030001828108aur:DerivativeInstrumentPeriodTwoMemberaur:PrivatePlacementWarrantsMember2021-12-030001828108aur:DerivativeInstrumentPeriodOneMemberaur:PrivatePlacementWarrantsMember2021-12-030001828108aur:DerivativeInstrumentPeriodOneMemberaur:SponsorSharesSubjectToTimeBasedLockUpProvisionMember2021-07-142021-07-140001828108aur:DerivativeInstrumentPeriodOneMemberaur:SponsorSharesSubjectToTimeBasedLockUpProvisionMember2021-07-140001828108aur:DerivativeInstrumentPeriodTwoMemberaur:SponsorSharesSubjectToTimeBasedLockUpProvisionMember2021-07-142021-07-140001828108aur:DerivativeInstrumentPeriodTwoMemberaur:SponsorSharesSubjectToTimeBasedLockUpProvisionMember2021-07-140001828108aur:SponsorSharesSubjectToTimeBasedLockUpProvisionMemberaur:DerivativeInstrumentPeriodThreeMember2021-07-142021-07-140001828108aur:SponsorSharesSubjectToTimeBasedLockUpProvisionMemberaur:DerivativeInstrumentPeriodThreeMember2021-07-140001828108aur:EarnoutSharesMember2021-01-012021-12-3100018281082021-07-142021-12-310001828108aur:SeriesU1Member2021-01-012021-01-310001828108aur:SeriesU2Member2021-01-012021-01-3100018281082021-01-012021-01-310001828108aur:Seed1Member2021-11-020001828108aur:Seed2Member2021-11-020001828108us-gaap:SeriesAMember2021-11-020001828108us-gaap:SeriesBMember2021-11-020001828108aur:SeriesB1Member2021-11-0200018281082021-11-020001828108aur:SeriesU1Member2021-11-020001828108aur:SeriesU2Member2021-11-020001828108us-gaap:CommonStockMember2021-11-032021-11-03aur:boardMember0001828108aur:LegacyAuroraCommonStockMember2021-11-020001828108aur:Seed1Membersrt:DirectorMember2021-11-02aur:votes0001828108srt:DirectorMember2021-11-02aur:incentivePlan0001828108aur:A2021EquityIncentivePlanMember2021-11-020001828108srt:MaximumMemberaur:A2021EquityIncentivePlanMember2021-01-012021-12-310001828108aur:A2021EquityIncentivePlanMember2021-12-310001828108us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001828108us-gaap:EmployeeStockOptionMember2021-12-310001828108us-gaap:EmployeeStockOptionMemberaur:ShareBasedPaymentArrangementEmployeeGreatThan10VotingSharesMember2021-12-310001828108us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMember2021-01-012021-12-310001828108us-gaap:EmployeeStockOptionMemberaur:ShareBasedPaymentArrangementEmployeeGreatThan10VotingSharesMember2021-01-012021-12-310001828108aur:A2017EquityIncentivePlanMember2019-12-310001828108aur:A2017EquityIncentivePlanMember2020-01-012020-12-310001828108aur:A2017EquityIncentivePlanMember2020-12-310001828108aur:A2017EquityIncentivePlanMember2021-01-012021-12-310001828108aur:A2017EquityIncentivePlanMember2021-12-310001828108us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001828108us-gaap:EmployeeStockOptionMember2019-01-012019-12-3100018281082019-04-012019-04-300001828108us-gaap:OverAllotmentOptionMember2021-04-012021-04-300001828108aur:OverAllotmentOptionExerciseOfVestedOptionsMember2021-04-012021-04-300001828108us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001828108us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001828108us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockUnitsRSUMember2021-07-012021-07-010001828108us-gaap:RestrictedStockUnitsRSUMember2020-12-310001828108us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001828108us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-310001828108us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberaur:ATGMember2021-01-190001828108us-gaap:RestrictedStockUnitsRSUMemberaur:ATGMember2021-01-192021-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberaur:ATGMember2021-01-012021-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberaur:ATGMember2021-12-310001828108us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001828108us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001828108us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-12-310001828108us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-12-310001828108us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001828108us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310001828108us-gaap:DomesticCountryMember2021-12-310001828108us-gaap:StateAndLocalJurisdictionMember2021-12-310001828108us-gaap:ResearchMemberus-gaap:DomesticCountryMember2021-12-310001828108us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMember2021-12-31aur:lease0001828108us-gaap:OtherCurrentAssetsMember2021-03-012021-03-310001828108us-gaap:CommonClassBMember2021-01-012021-12-310001828108us-gaap:CommonClassAMember2020-01-012020-12-310001828108us-gaap:CommonClassBMember2020-01-012020-12-310001828108us-gaap:CommonClassAMember2019-01-012019-12-310001828108us-gaap:CommonClassAMemberus-gaap:RedeemableConvertiblePreferredStockMember2020-01-012020-12-310001828108us-gaap:CommonClassBMemberus-gaap:RedeemableConvertiblePreferredStockMember2020-01-012020-12-310001828108us-gaap:CommonClassAMemberus-gaap:RedeemableConvertiblePreferredStockMember2019-01-012019-12-310001828108us-gaap:CommonClassBMemberus-gaap:RedeemableConvertiblePreferredStockMember2019-01-012019-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMember2021-01-012021-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassBMember2021-01-012021-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMember2020-01-012020-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassBMember2020-01-012020-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassAMember2019-01-012019-12-310001828108us-gaap:EmployeeStockOptionMemberus-gaap:CommonClassBMember2019-01-012019-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassAMember2021-01-012021-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassBMember2021-01-012021-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassAMember2020-01-012020-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassBMember2020-01-012020-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassAMember2019-01-012019-12-310001828108us-gaap:RestrictedStockUnitsRSUMemberus-gaap:CommonClassBMember2019-01-012019-12-310001828108us-gaap:DerivativeMemberus-gaap:CommonClassAMemberaur:PrivatePlacementWarrantsMember2021-01-012021-12-310001828108us-gaap:DerivativeMemberus-gaap:CommonClassBMemberaur:PrivatePlacementWarrantsMember2021-01-012021-12-310001828108us-gaap:DerivativeMemberaur:PublicWarrantsMemberus-gaap:CommonClassAMember2021-01-012021-12-310001828108us-gaap:DerivativeMemberaur:PublicWarrantsMemberus-gaap:CommonClassBMember2021-01-012021-12-310001828108us-gaap:DerivativeMemberaur:EarnoutSharesMemberus-gaap:CommonClassAMember2021-01-012021-12-310001828108us-gaap:DerivativeMemberaur:EarnoutSharesMemberus-gaap:CommonClassBMember2021-01-012021-12-310001828108us-gaap:CommonClassBMember2019-01-012019-12-310001828108aur:ContractForFinancialAdvisoryServicesWithRelatedPartyMember2021-01-012021-01-310001828108us-gaap:SellingGeneralAndAdministrativeExpensesMemberaur:ContractForFinancialAdvisoryServicesWithRelatedPartyMember2021-01-012021-01-310001828108aur:ContractForFinancialAdvisoryServicesWithRelatedPartyMember2021-12-310001828108aur:FinancialAdvisoryFeesForRTPYMergerMember2021-11-012021-11-300001828108aur:ATGMemberaur:FormerOwnerOfATGMember2021-01-190001828108aur:ServicePerformedForATGMemberaur:ATGMemberaur:FormerOwnerOfATGMember2021-01-190001828108aur:ServicePerformedForATGMemberaur:ATGMemberaur:FormerOwnerOfATGMember2021-12-310001828108aur:SeverancePaymentsToFormerATGEmployeesByFormerOwnerMember2021-01-012021-01-310001828108aur:SeverancePaymentsToFormerATGEmployeesByFormerOwnerMemberus-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-01-310001828108us-gaap:SellingGeneralAndAdministrativeExpensesMemberaur:SeverancePaymentsToFormerATGEmployeesByFormerOwnerMember2021-01-012021-01-310001828108aur:SeverancePaymentsToFormerATGEmployeesByFormerOwnerMember2021-12-310001828108us-gaap:SellingGeneralAndAdministrativeExpensesMemberaur:TransitionServiceAgreementWithFormerOwnerOfATGMember2021-01-012021-12-310001828108aur:TransitionServiceAgreementWithFormerOwnerOfATGMember2021-12-310001828108aur:ATGFormerEmployeesMemberaur:EquityCompensationWithholdingTaxPaymentsForFormerEmployeesMember2021-12-31
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 10-K/A
(Amendment No. 1)
____________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-40216
____________________________
Aurora Innovation, Inc.
____________________________
(Exact name of registrant as specified in its charter)
Delaware98-1562265
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1654 Smallman St., Pittsburgh, Pennsylvania
15222
(Address of Principal Executive Offices)(Zip Code)
(888) 583-9506
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.00001 per shareAURThe Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50AUROWThe Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated fileroAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 30, 2021, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the shares of common stock on Nasdaq, was approximately $966,747,500. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The registrant had outstanding 724,030,853 shares of Class A common stock and 429,706,298 shares of Class B common stock as of July 29, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference information from certain portions of the registrant’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2022.


Table of Contents
EXPLANATORY NOTE
Aurora Innovation, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K (this “Amendment” or “Form 10-K/A”) is solely for the purpose of reissuing the Company’s previously filed consolidated financial statements for the year ended December 31, 2019 and related financial information which were inadvertently omitted from the Original Form 10-K.
This Amendment sets forth the following items from the Original Form 10-K, as modified and superseded where necessary to reflect the consolidated financial statements for the year ended December 31, 2019 and related financial information.
Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8, Financial Statements and Supplementary Data
Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from its Chief Executive Officer and Chief Financial Officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2.
Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 10-K and does not modify or update the disclosures therein, except to reflect the effects of the reverse recapitalization on share and per share financial information presented in the consolidated financial statements for the year ended December 31, 2019, as disclosed in Note 3, Reverse Recapitalization, under Item 8 of this Form 10-K/A.. This Amendment should be read in conjunction with the Company’s other filings with the SEC, including the Original Form 10-K.
2

Table of Contents
TABLE OF CONTENTS
Page

3

Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “possible,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Annual Report include statements about:
our ability to recognize anticipated benefits of the Business Combination (defined below), which may be affected by, among other things, our ability to grow and manage growth profitably following the closing of the Business Combination;
our ability to commercialize the Aurora Driver safely, quickly, and broadly on the timeline we expect;
the market for autonomous vehicles and our market position;
our ability to compete effectively with existing and new competitors;
the ability to maintain the listing of our Class A Common Stock and warrants on Nasdaq;
our ability to raise financing in the future;
anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
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;
economic and industry trends or trend analysis;
the impact of the COVID-19 pandemic; and
other factors detailed under the section entitled “Risk Factors.”
We caution you that the foregoing list does not contain all of the forward-looking statements made in this Annual Report.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Annual Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
4

Table of Contents
Part II
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Aurora should be read together with Aurora’s audited financial statements as of and for the years ended December 31, 2021, 2020, and 2019 together with related notes thereto, included elsewhere in this Annual Report. The discussion and analysis should also be read together with the section entitled “Information about Aurora”. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of Aurora’s control. Aurora’s actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Annual Report.
Percentage amounts included in this Annual Report have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Annual Report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this Annual Report. Certain other amounts that appear in this Annual Report may not sum due to rounding.
Unless otherwise indicated or the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Aurora,” “we,” “us,” “our” and other similar terms refer to Legacy Aurora prior to the Business Combination and to Aurora and its consolidated subsidiaries after giving effect to the Business Combination.
Aurora’s Business
Aurora is developing the Aurora Driver based on what it believes to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the over $9 trillion global transportation market. The Aurora Driver is designed as a platform to adapt and interoperate amongst vehicle types and applications. To date, it has been successfully integrated into eight different vehicle platforms: from passenger vehicles to light commercial vehicles to Class 8 trucks. By creating one driver system for multiple vehicle types and use cases, Aurora’s capabilities in one market reinforce and strengthen its competitive advantages in others. For example, highway driving capabilities developed for trucking will carry to highway segments driven by passenger vehicles in ride hailing applications. We believe this approach will enable us to target and transform multiple massive markets, including the $4 trillion global trucking market, the $5 trillion global passenger mobility market, and the $400 billion U.S. local goods delivery market.
We expect that the Aurora Driver will ultimately be commercialized in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology. We do not intend to own nor operate a large number of vehicles ourselves. Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, fleet operators, and other third parties to commercialize and support Aurora-powered vehicles. We expect that these strategic partners will support activities such as vehicle manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed. We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. During the start of commercialization, though, we expect to briefly operate our own logistics and mobility services, where we own and operate a small fleet of vehicles equipped with our Aurora Driver. This level of control is useful during early commercialization as we will define operational processes and playbooks for our partners.
We plan to first launch Aurora Horizon, our driverless trucking product, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes. Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Horizon. From there, we plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Connect, our driverless ride hailing product, and longer-term the local goods delivery market.
5

Table of Contents
Our Business Model
The Aurora Driver will be delivered as a service. We intend to partner with our ecosystem of OEMs, fleet operators, and mobility and logistics services, and other third parties to commercialize and support Aurora-powered vehicles. Our business model is for fleet owners to purchase Aurora Driver-powered vehicles from our OEM partners, subscribe to the Aurora Driver, and utilize Aurora-certified fleet service partners to operate autonomous mobility and logistics services. In many instances, the same party may play multiple roles: for example, our OEM partners will in certain cases also provide maintenance services and act as a fleet operator. We expect this DaaS model to enable an asset-light and high margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships.
Significant Events and Transactions
RTPY Business Combination
On November 3, 2021 (the “Closing Date”), Aurora Innovation Holdings, Inc. merged with and into Merger Sub, a wholly owned subsidiary of RTPY pursuant to the terms of Agreement and Plan of Merger dated July 14, 2021, with RTPY, now known as Aurora Innovation Inc., (the “Business Combination”). Aurora was deemed the accounting predecessor and the post-combination company will be the successor SEC registrant, which means that Aurora’s financial statements for previous periods will be disclosed in our future periodic reports filed with the SEC.
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, RTPY was treated as the acquired company for financial statement reporting purposes. The most significant impact of the Business Combination on our reported financial position was an increase in cash and cash equivalents of $1.1 billion including $1.0 billion in proceeds from the PIPE investment that was consummated with the closing of the Business Combination. Transaction costs incurred by both parties to the Business Combination totaled $88.2 million.
As a consequence of the Business Combination, we became the successor to a SEC-registered and Nasdaq-listed company which requires us to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.
Apparate Business Combination
On January 19, 2021, Aurora acquired 100% of the voting interests of Apparate USA LLC (“Apparate”), the self-driving technology division of Uber. The acquisition date fair value of the consideration transferred was approximately $1.9 billion, which consisted of both preferred and common stock issued to the shareholders of Apparate. Aurora accounted for the acquisition as a business combination and recognized the assets acquired and liabilities assumed at fair value on the date of acquisition. The excess of purchase consideration over the fair value of the assets acquired was recorded as goodwill.
COVID-19 Impact
The spread of COVID-19 caused us to modify our business practices (including reducing employee travel, recommending that all non-essential personnel work from home and cancelling or reducing physical participation in activities, meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, suppliers, and business partners. Aurora has implemented a voluntary return to office policy for its employees.
All of our products and services are in a research phase of development and do not involve physical customer interaction. Therefore, our ability to meet our business expectations and customers’ needs has not been materially impaired due to this COVID-19 pandemic. Even though the global economic implications remain uncertain, this pandemic has not yet had any measurable material impact on our operating results. At the same time, we will continue to actively monitor the pandemic situation and may take further actions to modify our business practices as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees and customers.
6

Table of Contents
Key Factors Affecting Our Results
Our financial position and results of operations depend to a significant extent on the following factors:
Development of Our Technology
Since Aurora’s inception, we have focused on attracting and retaining best-in-class talent to solve self-driving’s most difficult challenges. We continue to invest heavily in employee recruitment and retention to advance our technology. Additionally, our team has made purposeful and foundational technological investments in key aspects of self-driving hardware and software. We believe these early investments in our technology will enable us to move toward commercialization more safely and quickly than would otherwise be possible. When we have deemed it to be beneficial, we have entered into strategic acquisitions to expand and accelerate our technology development.
We believe that our developmental approach provides us with meaningful technological advantages in areas such as our lidar technology, fusion of machine learning and engineered approaches, common driver platform, virtual testing, and high definition maps. The successful execution of these details of self-driving technology is what we believe will allow us to differentiate ourselves by developing leading self-driving technology that can safely and reliably navigate its environment. By developing a substantial part of this technology in-house, we ensure that the various inputs and components of our autonomy stack integrate successfully and reduce our reliance on third parties for key aspects of our commercial product offering. While we believe we are best positioned to address advanced autonomous solutions in trucking and passenger mobility, potential competition may exist from other autonomous technology providers using other approaches.
Commercialization and Strategic Partnerships
We anticipate robust demand for the Aurora Driver. We intend to launch first in trucking, a $700 billion industry in the U.S.. Further, we have multiple levers for sustained growth and adjacent market opportunities, with a core strategy to focus on attractive markets with significant growth and profitability potential. We expect to penetrate into other verticals such as the ride hailing market, $35 billion in the U.S., and local goods delivery market, $100 billion in the U.S, both of which have significant growth potential. Each such market also has a potentially significant global opportunity that we intend to address over time.
Key customers in trucking include for-hire carriers and private fleets. To meet these customers’ needs, we have formed strategic partnerships with two leading truck OEMs who together represent approximately 50% of the U.S. Class 8 truck sales. Aurora’s strategic partnerships with truck OEMs include PACCAR (representing Peterbilt & Kenworth brands) and Volvo Trucks. Our OEM partnerships represent an ability to deploy self-driving trucks at scale, allowing the Aurora Driver to expand quickly. Currently, there is a significant driver shortage and we expect to provide access to safe, efficient, and consistent operation at an attractive total cost of ownership (“TCO”). We see our existing partner base as a substantial competitive advantage.
Our second commercial use case will be passenger mobility. In this space, we have formed strategic partnerships with Uber and Toyota, which will be key enablers to our growth in this segment. Currently, our ten-year agreement with Uber provides us access to Uber network data to refine market selection, to enable better roadmap prioritization, and to optimize commercial fleet operations in an effort to further develop and monetize our Aurora Driver for passenger mobility. We are collaborating with Toyota to integrate the Aurora Driver into driverless-capable Toyota Sienna minivans. Over time, we anticipate the Aurora Driver will allow ride hailing to be offered at price points that are more cost-competitive with personal vehicle ownership.
Economies of Scale, Sales and Marketing, & Competition
We believe that our DaaS model will give us the opportunity to establish high margin unit economics when operating at scale. Our future performance will depend on our ability to deliver on these economies of scale with higher volume. We believe our business model is positioned for scalability by leveraging third party partnerships so that Aurora can focus its efforts on core technology development. We expect revenue will be based on miles traveled for each truck equipped with the Aurora Driver. For the first two years of commercial operations we expect our product will primarily consist of our own fleet that we own and operate. Over those two years, we plan to transition to our DaaS model wherein we will provide the Aurora Driver to external fleet owners on a per mile subscription basis. Once we have transitioned to DaaS, we plan to operate in a capital light model and do not expect that we will require significant capital expenditures as revenues grow.
7

Table of Contents
While we expect to achieve and maintain high margins on the Aurora Driver technology for trucking and passenger mobility, emergence of competition in advanced autonomous driving technologies may negatively impact pricing, margins, and market share. As we operate on a fee per mile basis, it is possible that competition may lead to pricing pressure and lower margins that negatively impact operating results. However, we believe our unique technology provides a compelling value proposition for favorable margins and unit economics in industries with increasing demand for driver supply. If we do not generate the margins we expect upon commercialization of our DaaS model, we may be required to raise additional debt or equity capital, which may not be available or may only be available on terms that are onerous to our stockholders.
Key Components of Sales and Expenses
Basis of Presentation
Currently, we conduct business through one operating segment. Substantially all our property and equipment are maintained in, and our losses are attributable to, the United States. The consolidated financial statements include the accounts of Aurora Innovation, Inc., and its wholly owned subsidiaries. See Note 2 to Aurora’s financial statements for more information on the basis of presentation and operating segments.
Revenue
In 2019, Aurora recognized development services revenue based on contracts in force at the time. Development services revenue was derived from revenue earned on non-recurring development service agreements to research, design, and implement the Aurora Driver. Development services are recognized over time as we perform the underlying services and satisfy the performance obligations. Revenue allocable to hardware design and development services are recognized over time based on the hours incurred.
In January 2021, we entered into a collaboration framework agreement with Toyota Motor Corporation with the intention of deploying the Aurora Driver into a fleet of Toyota Sienna vehicles, subject to further agreement of a collaboration project plan that was agreed and signed in August 2021. The agreement includes $150 million of total payments of which we had received $50 million as of December 31, 2021 and expect to receive the remaining payments in 2022. Revenue recognition is measured by applying an input measure of hours expended as a percentage of total estimated hours to complete the project against total consideration. $82.5 million was recognized in the twelve months ended December 31, 2021.
Once we reach commercialization, our DaaS business model will become our primary revenue source. We expect to derive recurring revenue from per-mile fees charged to users of the Aurora Driver. Recognition of this future revenue will be subject to the terms of any arrangements with our partners or users, which have not yet been negotiated. To date, we have not recorded any revenue under this model.
Cost of Revenue
Cost of revenue consists of costs related to development services revenue, which is comprised of costs associated with delivering customer hardware design and development services for operating a customer’s vehicle platform with the Aurora Driver. These costs consist primarily of payroll, payroll-related expense, stock-based compensation and allocated overhead incurred as the Company performs the underlying services related to satisfying the performance obligations under the development services agreements.
As we transition towards commercialization, we expect cost of revenue to increasingly be comprised of costs needed to support the Aurora Driver. We expect these costs may include, but not be limited to, insurance, teleassistance service, telecom connectivity, cloud services, hardware, and OEM licensing fees. In early commercialization, where we will operate a fleet, we expect we will incur additional cost of revenue, for example fuel costs, that we do not expect to continue significantly as we transition to our DaaS model. As this represents a new offering, we will evolve the specifics of our service bundle in partnership with our customers.
Research and Development
Research and development costs are expensed as incurred. Research and development costs consist of payroll, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services, as well as costs associated with vehicle operations for our test fleet of vehicles. These costs are included within research and development within the statement of operations. We expect our research and development expenses to increase in absolute dollars as we increase our investment in scaling our proprietary technologies.
8

Table of Contents
Selling, General and Administrative
Selling, general and administrative costs consist primarily of personnel-related expenses such as salaries, wages and benefits as well as stock-based compensation. Selling, general and administrative also includes professional service fees, marketing and other general corporate expenses.
Following the closing of the Business Combination, we expect to incur additional selling, general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and stock exchange listing standards, additional insurance expenses, investor relations activities, and other administrative and professional services. We also expect to increase the size of our selling, general and administrative function to support the growth of our business. As a result, we expect that our selling, general and administrative expenses will increase in absolute dollars.
Interest and Other Income
Aurora earns interest income through investments in money market securities, which are classified as cash and cash equivalents on the statement of financial position.
Change in Fair Value of Derivative Liabilities
Concurrent with the Closing of the Business Combination, we assumed and effectively issued for financial reporting purposes public warrants, private placement warrants, and Earnout Shares (as defined below). These financial instruments are liability classified and measured at fair value at each reporting period with the resulting change in fair value recognized as other income (expense).
Transaction Costs
Transaction costs incurred in connection with the Business Combination consisting of banking, legal and other professional fees are allocated on a relative fair value basis between the equity and liability classified issued financial instruments. Costs allocated to the liability classified financial instruments are recognized as other expense in the consolidated statement of operations.
Income Tax Expense (Benefit)
Provision for income taxes consists of U.S. federal and state income taxes and income taxes. Since inception, we have incurred operating losses. We have a valuation allowance for net deferred tax assets, including federal and state net operating loss carryforwards and research and development credit carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized by way of expected future taxable income.
9

Table of Contents
Results of Operations
Comparison of Year Ended December 31, 2021, to Year Ended December 31, 2020
The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods.
Year Ended December 31,
 20212020$ Change% Change
(in thousands, except for percentages)
Collaboration revenue
$82,538 $— $82,538 
n/m(1)
Operating expenses:
Research and development
697,276 179,426 517,850 288.61 %
Selling, general, and administrative
115,925 38,693 77,232 199.60 %
Loss from operations
(730,663)(218,119)(512,544)234.98 %
Other income (expense):
Interest and other income
525 3,717 (3,192)(85.88 %)
Change in fair value of derivative liabilities(20,116)— (20,116)
n/m(1)
Transaction costs(4,516)— (4,516)
n/m(1)
Other expense
(5,184)(45)(5,139)
n/m(1)
Loss before income taxes
(759,954)(214,447)(545,507)254.38 %
Income tax expense (benefit)
(4,501)(4,503)
n/m(1)
Net loss
$(755,453)$(214,449)$(541,004)252.28 %
(1) Not meaningful
Collaboration Revenue
Collaboration revenue increased by $82.5 million in 2021 due to the collaboration framework agreement and project plan signed in 2021 with Toyota Motor Corporation.
Research and Development
Research and development increased by $517.9 million in 2021, or 288.61%, to $697.3 million in 2021 from $179.4 million in 2020, primarily driven by an increase in headcount from continued hiring to effectively scale the growth of our business. Payroll costs related to research and development increased $246.2 million, stock-based compensation increased $195.9 million, non-payroll software development costs increased $52.2 million, and non-payroll hardware development costs increased $24.2 million.
Selling, General and Administrative
Selling, general, and administrative expense increased by $77.2 million in 2021, or 199.60%, to $115.9 million in 2021 from $38.7 million in 2020, primarily driven by an increase in headcount from both acquisitions and from continued hiring to effectively support the growth of our business. This change is primarily driven by an increase in payroll costs of $34.3 million, and an increase in professional services costs of $23.2 million.
Interest and Other Income
Interest and other income decreased by $3.2 million in 2021, or 85.88%, to $0.5 million in 2021 from $3.7 million in 2020, primarily driven by lower market interest rates.
Change in fair value of derivative liabilities
Expense recognized for the change in fair value of derivative liabilities increased by $20.1 million in 2021 due to the $12.5 million increase in the fair value of the warrant liabilities and the $7.7 million increase in the Earnout Shares liability. These liability classified financial instruments were recognized in connection with the Business Combination when the Company effectively issued public and private placement warrants as well as shares to the Sponsor of RTPY that contain price-based vesting criteria. The $98.0 million fair value of the liabilities at Closing was re-measured as of December 31, 2021 to $118.1 million.
10

Table of Contents
Transaction costs
Expensed transaction costs increased by $4.5 million in 2021 due to amounts incurred in connection with the Business Combination. Total transaction costs incurred by Legacy Aurora were $40.6 million and $4.5 million of the total was recognized as an expense in 2021. The amount expensed was determined through an allocation based on the relative fair value of the equity and liability classified financial instruments issued or deemed issued in the Business Combination.
Other expense
Other expense increased by $5.1 million in 2021 primarily driven by the loss on disposal of computers and equipment of $3.3 million and a $1.7 million impairment of acquisition related assets that are no longer in use.
Income Tax Expense (Benefit)
An income tax benefit of $4.5 million was recognized in 2021 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from acquisitions.
Comparison of Year Ended December 31, 2020, to Year Ended December 31, 2019
The following table sets forth a summary of our consolidated results of operations for the years indicated, and the changes between periods.
Year Ended December 31,
 20202019$ Change% Change
(in thousands, except for percentages)
Development services revenue
$— $19,601 $(19,601)
n/m(1)
Operating expenses:
       Cost of revenue
— 160 $(160)
n/m(1)
Research and development
179,426 107,368 $72,058 67.11 %
Selling, general, and administrative
38,693 25,591 $13,102 51.20 %
Loss from operations
(218,119)(113,518)$(104,601)92.14 %
Other income (expense):
Interest income
3,717 11,701 $(7,984)(68.23 %)
Other expense
(45)(31)$(14)45.16 %
Loss before income taxes
(214,447)(101,848)$(112,599)110.56 %
Income tax expense (benefit)
(7,771)$7,773 
n/m(1)
Net loss
$(214,449)$(94,077)$(120,372)127.95 %
(1) Not meaningful
Development Services Revenue
Development and services revenue decreased by $19.6 million in 2020 to $0 in 2020 from $19.6 million from 2019. In 2019, we had nonrecurring development and service contracts which resulted in the generation of $19.6 million in revenue that did not reoccur in 2020.
Research and Development
Research and development increased by $72.1 million in 2020, or 67.1%, to $179.4 million in 2020 from $107.4 million in 2019, primarily driven by an increase in headcount from continued hiring to effectively scale the growth of our business. Payroll costs related to research and development increased $49.2 million, non-payroll hardware development costs increased $12.7 million, and non-payroll software development costs increased $7.8 million.
Selling, General and Administrative
Selling, general, and administrative expense increased by $13.1 million in 2020, or 51.2%, to $38.7 million in 2020 from $25.6 million in 2019, primarily driven by an increase in headcount from both acquisitions and from continued hiring to effectively support the growth of our business. This change is primarily driven by an increase in payroll costs of $8.5 million, and an increase in professional services costs of $4.2 million.
11

Table of Contents
Interest and Other Income
Interest income decreased by $8.0 million in 2020, or 68.2%, to $3.7 million in 2020 from $11.7 million in 2019, primarily driven by a decrease in the balance of short-term investments of $349.9 million.
Income Tax Expense (Benefit)
Income tax expense (benefit) changed to an insignificant income tax expense in 2020 from an income tax benefit of $7.8 million in 2019, primarily due to 2019 including the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of Blackmore.
Liquidity and Capital Resources
We have financed our operations primarily through the issuance of equity securities, which has historically been sufficient to meet our working capital and capital expenditure requirements. As of December 31, 2021, our principal sources of liquidity were $1,610.1 million of cash and cash equivalents, exclusive of short-term restricted cash of approximately $0.3 million and long-term restricted cash of approximately $15.8 million. Cash and cash equivalents consist primarily of money market funds.
In 2021, we sold Series U-2 redeemable convertible preferred stock for net proceeds of approximately $397.9 million in January. In November of 2021, we received proceeds of $1,175 million, net of RTPY’s liabilities, in the Business Combination.
We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver. We believe our cash on hand and short-term investments will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this Annual Report.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
 Years ended December 31,
 202120202019
(in thousands)
Net cash used in operating activities
$(563,288)$(191,879)$(94,726)
Net cash provided by (used in) investing activities
249,885 343,289 (372,534)
Net cash provided by financing activities
1,539,822 1,446 634,702 
Net increase in cash, cash equivalents, and restricted cash
$1,226,419 $152,856 $167,442 
Cash Flows Used in Operating Activities
Net cash used in operating activities increased by $371.4 million from the year ended December 31, 2020 to the year ended December 31, 2021 due to increases in spending on research and development and selling, general, and administrative expenses, primarily driven by increases in payroll related expenses due to an increase in headcount. Net cash used in operating activities increased by $97.2 million from the year ended December 31, 2019 to the year ended December 31, 2020 due to a decrease in collections from contracts with customers given the completion of development service contracts and increases in spending on research and development and selling, general, and administrative expenses, primarily driven by increases in payroll related expenses due to an increase in headcount.
Net cash used in operating activities was $563.3 million for the year-ended December 31, 2021 and was primarily comprised of normal cash operating expenses, including research and development and selling, general and administrative expenses. Changes in operating assets and liabilities decreased cash flows from operations by $104.1 million, primarily due to a $35.8 million decrease in accrued expenses and other current and non-current liabilities and a $32.5 million increase in contract asset.
12

Table of Contents
Net cash used in operating activities of $191.9 million for the year-ended December 31, 2020 was primarily comprised of normal cash operating expenses, including research and development and selling, general and administrative expenses. Changes in operating assets and liabilities decreased cash flows from operations by $11.4 million, primarily due to an increase in prepaid expenses and other current assets and in other assets of $11.7 million and $14.0 million, respectively. The decrease from changes in operating assets and liabilities was partially offset by an increase in accrued expenses and other current and non-current liabilities of $13.7 million.
Net cash used in operating activities of $94.7 million for the year-ended December 31, 2019, was primarily related to normal cash operating expenses, including research and development and selling, general and administrative expenses. Changes in operating assets and liabilities decreased cash flows from operations by $23.0 million, primarily due to a decrease in deferred revenue of $16.6 million, a decrease in operating lease liability of $3.5 million, and an increase in prepaid expenses and other current assets of $6.3 million. The decrease from changes in operating assets and liabilities was partially offset by a decrease in accounts receivable of $3.3 million and an increase in accrued expenses and other current and non-current liabilities of $1.4 million.
Cash Flows Provided by (Used in) Investing Activities
Net cash provided by investing activities decreased by $93.4 million from the year ended December 31, 2020 to the year ended December 31, 2021, due to a decrease of $350.0 million in the maturities, net of purchases, of short-term investments, and an increase in purchases of property and equipment of $41.4 million, partially offset by net cash acquired in the purchase of businesses in 2021 of $294.4 million. Net cash provided by investing activities increased by $715.8 million from the year ended December 31, 2019 to the year ended December 31, 2020, due to a decrease of $625.5 million in the purchases of short-term investments, a $70.0 million increase in the maturities of short-term investments, and a decrease in acquisition activity of $23.1 million.
Net cash provided by investing activities was $249.9 million for the year-ended December 31, 2021 primarily due to net cash acquired in the purchase of businesses of $294.4 million, partially offset by purchases of property and equipment of $41.4 million.
Net cash provided by investing activities was $343.3 million for the year-ended December 31, 2020, primarily due to maturities of short-term investments of $470.0 million, partially offset by purchases of short-term investments of $120.0 million.
Net cash used in investing activities is $372.5 million for the year-ended December 31, 2019, primarily due to purchases of short-term investments of $745.6 million and purchase of business, net of cash acquired, of $23.1 million, partially offset by maturities of short-term investments of $400.0 million.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities increased by $1,538.4 million from December 31, 2020 to December 31, 2021, due to net proceeds from the Business Combination of $1,134.0 million and net proceeds from the issue of Series U-2 preferred stock of $397.9 million in 2021. Net cash provided by financing activities decreased by $633.3 million from December 31, 2019 to December 31, 2020, due to net proceeds from the issuance of Series B preferred stock of $634.0 million in 2019.
Net cash provided by financing activities was $1,539.8 million for the year-ended December 31, 2021, primarily due to net proceeds from the Business Combination of $1,134 million and net proceeds from issuance of series U-2 preferred stock of $397.9 million.
Net cash provided by investing activities was $1.4 million for the year-ended December 31, 2020, primarily due to proceeds from the issuance of common stock of $2.7 million, partially offset by payments to repurchase Series B preferred stock of $0.5 million and payments to repurchase unvested early exercised stock options of $0.8 million.
Net cash provided by financing activities is $634.7 million for the year-ended December 31, 2019, primarily due to net proceeds from the issuance of Series B preferred stock of $634.0 million.
Contractual Obligations, Commitments and Contingencies
We may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. We did not record any material losses for 2020 or 2021.
13

Table of Contents
Our future contractual commitments related to future minimum payments for purchase obligations at December 31, 2021 are $52.6 million in 2022, $62.8 million in 2023, $62.4 million in 2024, $64.0 million in 2025, and $27.1 million in 2026. Our future contractual commitments related to future minimum payments under non-cancelable operating leases at December 31, 2021 are $24.2 million in 2022, $24.9 million in 2023, $24.4 million in 2024, $22.7 million in 2025, $20.6 million in 2026 and $60.8 million thereafter.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or “U.S. GAAP”. Preparation of the financial statements requires our management to make judgments, estimates and assumptions that impact the reported amount of net sales and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our consolidated financial statements. Our significant accounting policies are described in Note 2 to our audited consolidated financial statements included elsewhere in this Annual Report. Our critical accounting policies are described below.
Stock-Based Compensation
We measure and record the cost of stock-based awards granted to its employees and directors based on the estimated grant-date fair value of the awards. Cost for awards with only a service condition is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Costs for awards with a service and performance condition are recognized on a graded-vesting basis over the requisite service period. We elected to recognize the effect of forfeitures in the period they occur. We determine the fair value of stock options using the Black-Scholes-Merton option pricing model, which is impacted by the following assumptions:
Expected Term—we use the simplified method when calculating the expected term due to insufficient historical exercise data to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.
Expected Volatility—the volatility is based on the average historical stock volatilities of a peer group of comparable companies within the automotive and energy storage industries.
Expected Dividend Yield—The dividend rate used is zero as we have never paid any cash dividends on its common stock and does not anticipate doing so in the foreseeable future.
Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
The grant date fair value of our common stock prior to the Business Combination was determined with the assistance of an independent third-party valuation specialist. The grant date fair value of our common stock was determined using valuation methodologies which utilize certain assumptions, including probability weighting of events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability (Level 3 inputs). Based on Aurora’s early stage of development and other relevant factors, it determined that an Option Pricing Model (“OPM”) was the most appropriate method for allocating its enterprise value to determine the estimated fair value of our common stock before the Business Combination. We have historically used the OPM back solve analysis to estimate the fair value of our common stock, which derives the implied equity value for one type of equity security from a contemporaneous transaction involving another type of security, shares of our convertible preferred stock in this instance. The estimates utilized in determining the grant date fair value for new awards will not be necessary once our shares are publicly traded.
Business Combinations
We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates and assumptions in valuing certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
14

Table of Contents
Valuation of Intangible Assets
Intangible assets with indefinite lives consist of in-process research and development (“IPR&D”). We test these assets for potential impairment annually as of December 31 of each fiscal year. These assets are tested annually for impairment until completion. If potential impairment is identified, the process of evaluating the potential impairment of these assets involve significant judgment regarding estimates of the future cash flows associated with each asset.
No intangible asset impairments were recorded during the years ended December 31, 2021, 2020 or 2019.
Valuation of Earnout Shares Liability
Shares held by Reinvent Sponsor Y LLC (the “Sponsor” not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) are accounted for as a derivative liability that is measured at fair value at Closing and remeasured in subsequent periods with changes reflected in earnings until the vesting conditions are met or the shares expire.
Recently Adopted and Issued Accounting Pronouncements
See Note 2 to our financial statements included elsewhere in this Annual Report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Annual Report.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and has elected to take advantage of the benefits of this extended transition period. This may make it difficult to compare our financial results with the financial results of other public companies that are either not emerging growth companies or emerging growth companies that have chosen not to take advantage of the extended transition period.
15

Table of Contents
Item 8. Financial Statements and Supplementary Data
AURORA INNOVATION, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
16

Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Aurora Innovation, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Aurora Innovation, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2018.
Santa Clara, California
March 11, 2022, except for Note 3 as to which the date is August 12, 2022.
17

Table of Contents
AURORA INNOVATION, INC.
Consolidated Balance Sheets
(in thousands, except share data)
December 31, 2021December 31, 2020
Assets
Current assets
Cash and cash equivalents
$1,610,135 $387,346 
Restricted cash
280 182 
Contract asset32,538  
Related party receivable10,726  
Prepaid expenses and other current assets
23,765 18,918 
Total current assets
1,677,444 406,446 
Property and equipment, net
93,517 10,897 
Operating lease right-of-use assets
151,278 90,864 
Restricted cash, long term
15,832 12,300 
Other assets
21,050 15,631 
Acquisition related intangible assets
617,200 52,700 
Goodwill
1,113,766 30,047 
Total assets
$3,690,087 $618,885 
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable
$7,901 $6,502 
Related party payable540  
Accrued expenses and other liabilities
70,006 18,768 
Operating lease liabilities, current
12,274 6,681 
Total current liabilities
90,721 31,951 
Operating lease liabilities, long-term
134,551 97,153 
Deferred tax liability
3,905 3,052 
Warrant liabilities65,678  
Earnout Shares liability52,380  
Other long-term liabilities
1,150 25 
Total liabilities
348,385 132,181 
Redeemable convertible preferred stock
Redeemable convertible preferred stock, $0.00001 par value; nil and 290,300,547 shares issued and outstanding as of December 31, 2021, and December 31, 2020, respectively
— 763,283 
Stockholders’ equity (deficit)
Common stock - Class A shares, $0.00001 par value, 641,721,837 and 278,810,627 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively; Class B shares, $0.00001 par value, 481,107,977 and nil shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
11  
Additional paid-in capital
4,432,907 59,184 
Accumulated deficit
(1,091,216)(335,763)
Total stockholders’ equity (deficit)
3,341,702 (276,579)
Total liabilities, redeemable convertible preferred stock, and stockholder’s equity (deficit)
$3,690,087 $618,885 
See accompanying notes to the consolidated financial statements
18

Table of Contents
AURORA INNOVATION, INC.
Consolidated Statements of Operations
(in thousands, except share and per share data)
For the years ended December 31,
202120202019
Collaboration revenue
$82,538 $ $ 
Development services revenue  19,601 
Total revenue82,538  19,601 
Operating expenses:
Cost of revenue  160 
Research and development
697,276 179,426 107,368 
Selling, general and administrative
115,925 38,693 25,591 
Total operating expenses
813,201 218,119 133,119 
Loss from operations
(730,663)(218,119)(113,518)
Other income (expense):
Interest and other income525 3,717 11,701 
Change in fair value of derivative liabilities(20,116)  
Transaction costs(4,516)  
Other expense
(5,184)(45)(31)
Loss before income taxes
(759,954)(214,447)(101,848)
Income tax expense (benefit)
(4,501)2 (7,771)
Net loss
$(755,453)$(214,449)$(94,077)
Basic and diluted net loss per share - Class A and Class B
$(1.22)$(0.79)$(0.37)
Basic and diluted weighted-average shares outstanding - Class A and Class B
620,816,420270,940,197254,398,417
See accompanying notes to the consolidated financial statements
19

Table of Contents
AURORA INNOVATION, INC.
Consolidated Statements of Comprehensive Loss
(in thousands)
For the years ended December 31,
202120202019
Net loss
$(755,453)$(214,449)$(94,077)
Other comprehensive income:
Net unrealized (loss) gain
 (125)125 
Other comprehensive (loss) income
 (125)125 
Comprehensive loss
$(755,453)$(214,574)$(93,952)
See accompanying notes to the consolidated financial statements
20

Table of Contents
AURORA INNOVATION, INC.
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity
(in thousands, except share amounts)
Redeemable convertible preferred stock
Common stock
Additional
paid-in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Total
stockholders’
equity (deficit)
SharesAmountSharesAmount
Balance as of December 31, 2018
59,780,210 $89,639 112,740,624 $11 $2,966 $— $(27,237)$(24,260)
Recapitalization69,993,028  132,001,349 (9)9 — — — 
Balance as of December 31, 2018
129,773,238 $89,639 244,741,973 $2 $2,975 $— $(27,237)$(24,260)
Issuance of Series B redeemable convertible preferred stock at $4.26 per share net of issuance costs of $4,969
150,105,995 633,966 — — — — — — 
Issuance of Series B redeemable convertible preferred stock at $4.26 per share in relation to acquisition
4,994,432 21,259 — — — — — — 
Issuance of Series B-1 redeemable convertible preferred stock at $3.41 per share in relation to acquisition
5,551,965 18,951 — — — — — — 
Issuance of common stock in relation to acquisition— — 3,984,965 — 6,933 — — 6,933 
Issuance of common stock upon exercise of stock options— — 1,469,408 — 318 — — 318 
Vesting of early exercised stock options— — 3,381,311 — 603 — — 603 
Vesting of restricted stock— — 10,537,369 1 (1)— — — 
Cancellation of restricted stock— — (542,710)— — — — — 
Stock-based compensation— — — — 28,133 — — 28,133 
Unrealized gain on held for sale investment— — — — — 125 — 125 
Net loss— — — — — — (94,077)(94,077)
Balance as of December 31, 2019
290,425,630 $763,815 263,572,316 $3 $38,961 $125 $(121,314)$(82,225)
21

Table of Contents
AURORA INNOVATION, INC.
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (continued)
(in thousands, except share amounts)
Redeemable convertible preferred stock
Common stock
Additional
paid-in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Total
stockholders’
equity (deficit)
SharesAmountSharesAmount
Balance as of December 31, 2019
290,425,630 $763,815 263,572,316 $3 $38,961 $125 $(121,314)$(82,225)
Issuance of common stock upon exercise of stock options
— — 3,433,498 — 2,952 — — 2,952 
Vesting of early exercised stock options
— — 2,262,645 — 388 — — 388 
Vesting of restricted stock
— — 9,542,168 — — — — — 
Repurchase of series B redeemable convertible preferred stock at $4.26
(125,083)(532)— — — — — — 
Stock-based compensation
— — — — 16,880 — — 16,880 
Unrealized loss on held for sale investments— — — — — (125)— (125)
Net Loss
— — — — — — (214,449)(214,449)
Balance as of December 31, 2020
290,300,547 $763,283 278,810,627 $3 $59,181 $ $(335,763)$(276,579)
Issuance of series U-1 redeemable convertible preferred stock at $9.06 per share in relation to acquisition
110,437,359 1,000,000 — — — — — — 
Issuance of series U-2 redeemable convertible preferred stock at $9.06 per share, net of issuance costs of $2,138
44,174,944 397,862 — — — — — — 
Issuance of common stock in relation to acquisitions
— — 257,863,127 3 937,665 — — 937,668 
Purchase consideration allocated to non-cash compensation expense
— — — — 7,873 — — 7,873 
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization
(444,912,850)(2,161,145)444,912,850 4 2,161,141 — — 2,161,145 
Issuance of common stock upon the reverse recapitalization, net of issuance costs
— — 129,294,175 1 1,040,520 — — 1,040,521 
Issuance of common stock upon exercise of stock options
— — 8,393,301 — 7,847 — — 7,847 
Issuance of common stock upon vesting of restricted stock units
— — 917,959 — — — — — 
Common stock withheld for net share settlement of equity awards
— — (302,418)— (3,705)— — (3,705)
Vesting of early exercised stock options
— — 1,271,075 — 182 — — 182 
Vesting of restricted stock
— — 1,669,118 — — — — — 
Stock-based compensation
— — — — 222,203 — — 222,203 
Net loss
— — — — — — (755,453)(755,453)
Balance as of December 31, 2021
 $ 1,122,829,814 $11 $4,432,907 $ $(1,091,216)$3,341,702 
See accompanying notes to the consolidated financial statements
22

Table of Contents
AURORA INNOVATION, INC.
Consolidated Statements of Cash Flows
(in thousands)
For the years ended December 31,
202120202019
Cash flows from operating activities:
Net loss
$(755,453)$(214,449)$(94,077)
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization
15,581 3,117 1,837 
Reduction in the carrying amount of ROU assets
25,424 14,109 4,299 
Accretion of discount on short-term investments
 (143)(4,267)
Loss on disposal of equipment
3,338  127 
Non-cash severance7,873  
Stock based compensation
220,058 16,880 28,133 
Change in deferred tax asset valuation allowance
(4,504) (7,778)
Change in fair value of derivative liabilities20,116   
Transaction costs associated with warrants4,516   
Other3,836   
Changes in operating assets and liabilities:
                     Contract asset
(32,538)  
Accounts receivable  3,316 
Prepaid expenses and other current assets
(9,901)(11,692)(6,249)
Other assets
(5,566)(14,038)(506)
Accounts payable
444 2,189 (852)
Accrued expenses and other liabilities
(35,845)13,674 1,367 
Operating lease liability
(20,667)(1,526)(3,475)
Contract liability  (16,601)
Net cash used in operating activities
(563,288)(191,879)(94,726)
Cash flows from investing activities:
Purchases of property and equipment
(48,054)(6,689)(3,826)
Proceeds from sale of property and equipment
3,500  2 
Net cash acquired (paid) in purchase of businesses
294,439  (23,144)
Purchase of short-term investments
 (120,022)(745,566)
Maturities of short-term investments
 470,000 400,000 
Net cash provided by (used in) investing activities
249,885 343,289 (372,534)
Cash flows from financing activities:
Proceeds from early exercised stock options
 79 435 
Payments to repurchase unvested early exercised stock options
 (763)(17)
Proceeds from issuance of (payments to repurchase) series B preferred stock
— (532)633,966 
Proceeds from issuance of common stock
7,999 2,662 318 
Proceeds from issuance of Series U-2 preferred stock, net397,862 — — 
Proceeds from the reverse recapitalization, net of transaction costs1,133,961   
Net cash provided by financing activities
1,539,822 1,446 634,702 
Net increase in cash, cash equivalents, and restricted cash
1,226,419 152,856 167,442 
Cash, cash equivalents, and restricted cash at beginning of the period
399,828 246,972 79,530 
Cash, cash equivalents, and restricted cash at end of the period
$1,626,247 $399,828 $246,972 
See accompanying notes to the consolidated financial statements
23

Table of Contents
AURORA INNOVATION, INC.
Notes to the Consolidated Financial Statements
(in thousands, except share data)
(1)Overview and Organization
Aurora Innovation, Inc. and its wholly-owned subsidiaries (the “Company” or “Aurora”) was initially incorporated as a Cayman Islands exempted company on October 2, 2020 and formerly known as Reinvent Technology Partners Y (“RTPY”). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On November 3, 2021 (the “Closing Date” or “Closing”), the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, domesticated as a Delaware corporation, and change its name to Aurora Innovation, Inc. As contemplated by the Agreement and Plan or Merger dated July 14, 2021 (the “Merger Agreement”), Aurora consummated the merger transaction (the “Merger”) whereby RTPY Merger Sub, Inc., a direct wholly owned subsidiary of the Company, merged with and into Aurora Innovation Holdings, Inc. (“Legacy Aurora”), a Delaware corporation f/k/a Aurora, Innovation, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “AUR” and the Company’s warrants to purchase shares of Class A common stock are listed on the NASDAQ under the symbol “AUROW”.
The Company is headquartered in Pittsburgh, Pennsylvania and has offices in eight additional cities: Palo Alto, Mountain View, and San Francisco, California; Bozeman, Montana; Coppell, Texas; Wixom, Michigan; Seattle, Washington; and Louisville, Colorado . The Company designs and develops the Aurora Driver, which is the hardware, software, and data services that allow vehicles to drive themselves.
(2)Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The Company’s consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The Merger was accounted for as a reverse recapitalization and operations prior to the Closing presented are those of Legacy Aurora (see “Note 3 - Reverse Recapitalization”). All intercompany transactions and balances are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; valuation allowance for deferred income tax assets, valuation of intangible assets, fair value of options granted under the Company’s stock-based compensation plans, present value of the lease liability, total estimated hours used in determining the recognition of revenue, the valuation of the warrant liabilities, and the valuation of the Earnout Shares liability.
Segment Information
The Company has one reportable segment. The Company’s chief operating decision maker (the “CODM”) manages the operations of the Company on a consolidated basis when allocating resources and all significant operating decisions are based on analysis of the Company as a single business.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity, when purchased, of 90 days or less to be cash equivalents. The recorded carrying value of cash equivalents approximates their fair value.
Restricted Cash
Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to the signing of the Company’s operating lease agreements. The Company has presented restricted cash separately from cash and cash equivalents on the balance sheet.
24

Table of Contents
Short-term Investments
The company typically invests in U.S. Treasury securities and classifies its short-term investments as available-for-sale. In general, these investments are free of trading restrictions. The Company carries these at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholders’ equity in the Company’s balance sheets. Gains and losses are recognized when realized in the Company’s statements of operations. When the Company has determined that an other-than-temporary decline in fair value has occurred, the amount of the decline that is related to a credit loss is recognized in income. Gains and losses are determined using the specific identification method.
The Company may sell its short-term investments at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, the Company has classified its investments as current assets in the accompanying balance sheets. Securities with original or remaining maturities of 90 days or less on the purchase date are considered to be cash equivalents and are reflected in cash and cash equivalents in the accompanying balance sheets.
Revenue Recognition
The Company accounts for the collaboration framework agreement and project plan with a major customer using the input measure of hours expended as a percentage of total estimated hours to complete the project commencing with initial recognition in August 2021 when a collaboration project plan was signed.
The Company generated development revenue from nonrecurring development service agreements and determines revenue recognition in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.
The excess of revenue recognized over cash collected is recognized as a contract asset.
Cost of Development Services Revenue
Cost of development service revenue is comprised primarily of the costs associated to deliver custom hardware design and development services for operating a customer’s vehicle platform with the Aurora Driver. These costs consist primarily of payroll, payroll related expense, stock-based compensation and allocated overhead that are incurred as the Company performs the underlying services related to satisfying the performance obligations under the development service agreements.
Property and Equipment
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets of three to five years except for leasehold improvements depreciated over the lesser of the asset’s useful life (seven years) or the remaining lease term and buildings are depreciated over twenty years.
Leases
The Company determines if an arrangement is a lease at inception. All leases are assessed for classification as an operating lease or a finance lease. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. The interest rate used to determine the present value of future payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate, calculated based on available information at the lease commencement date, is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The Company’s right of use (ROU) assets are also recorded at the applicable lease commencement date. The ROU assets equals the amount of the related lease liability, adjusted for prepaid lease payments made prior to the lease commencement date, lease incentives and initial direct costs.
25

Table of Contents
Certain lease contracts include obligations to pay for other services, such as operations and maintenance. The Company elected the practical expedient whereby the Company records all lease components and the related minimum non-lease components as a single lease component. Cash payments made for variable lease costs, such as maintenance and tenant improvements, are not included in the measurement of the Company’s operating lease assets and liabilities as of the lease commencement date. The Company does not include variable payments in the calculation of the ROU asset at the commencement of the lease, however if the variable payments are based on a contingent event, and that contingent event is ultimately resolved, the ROU asset is re-measured and all such variable payments are then included. Many of the Company’s lease terms include one or more options to renew. The Company does not assume renewals in the determination of the lease term unless it is reasonably certain that the Company will exercise that option. Lease costs for minimum lease payments for operating leases is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any residual value guarantees.
The Company has elected to not recognize a lease liability or right-of-use (ROU) asset for short-term leases, which are defined as leases with a term of twelve months or less that do not include an option to purchase the underlying asset.
Business Combinations
The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Goodwill, Acquired Intangible Assets, and Impairment of Long-Lived Assets
(i)Goodwill
Goodwill represents the excess purchase consideration of acquired businesses over the estimated fair value of the net assets acquired and is not amortized. Goodwill is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. The Company did not record any impairment to goodwill in any of the periods presented.
(ii)Acquired Intangible Assets
Acquired Intangible Assets consist of in-process research and development (IPR&D) from the Company’s acquisitions of Apparate USA LLC (“Uber Advanced Technologies Group” or “ATG”), Blackmore Sensors and Analytics, and OURS Technology (“OURS”). Each IPR&D has an indefinite useful life and is tested for impairment annually until completion. As of December 31, 2021 the IPR&D have not been completed.
(iii)Impairment of Long-Lived Assets
Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment losses were recognized in the years ended December 31, 2021, 2020 and 2019.
Research and Development Costs
Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services and are included in research and development in the accompanying statement of operations.
26

Table of Contents
Advertising Costs
Advertising costs are expensed as incurred and are included in selling, general, and administrative in the accompanying statement of operations. There were no advertising costs incurred in 2021, 2020 and 2019.
Software Development Costs
The Company follows the provisions of ASC 985-20, Software - Costs of Software to be Sold, Leased, or Marketed (“ASC 985-20”). Costs have not yet met the criteria for capitalization as technological feasibility has not been established as defined by ASC 985-20.
Income Taxes
The Company accounts for income taxes using the asset-and-liability method. ASC 740, Accounting for Income Taxes (“ASC 740”), requires the recognition of deferred tax assets and liabilities based upon the temporary differences between the financial reporting and tax bases of assets and liabilities and using enacted rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized.
ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records uncertain tax positions on the basis of a two-step process in which: (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the tax benefit as the largest amount that is cumulatively more than 50% likely to be realized upon ultimate settlement with the related tax authority.
Stock-based Compensation
The Company recognizes share-based compensation cost using the fair value method of accounting. The fair value of the Company’s stock options are measured based on the grant-date fair value which is calculated using a Black-Scholes option pricing model and the fair value of restricted stock units are measured as the fair value of Aurora common stock.
The fair value of the stock-based compensation for awards with only service conditions is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Expense for awards with service and performance conditions is recognized on a graded-vesting basis over the requisite service period. The Company recognizes the effect of forfeitures in the period they occur.
Public and Private Placement Warrants
The Company accounts for the public and private placement stock purchase warrants (collectively “the warrants”) as derivative liabilities under ASC 815 Derivatives and Hedging. The liabilities are measured at fair value on Closing and in subsequent periods with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire.
Earnout Shares
The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as a derivative liability under ASC 815 Derivatives and Hedging. The Earnout Shares are accounted for as a liability as the shares are not indexed to our common stock. The liability is measured at fair value on Closing and in subsequent periods with any changes in fair value reflected in the statement of operations until the vesting conditions are met or the shares expire.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
27

Table of Contents
Significant Risks and Uncertainties Including Business and Credit Concentrations
The Company’s principal operations are the research, design, and implementation of the Aurora Driver. The Company is currently researching and developing its proprietary technology with the goal of commercializing the Aurora Driver. The Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant risks and uncertainties to the Company’s operations include failing to secure additional funding and the threat of other companies developing and bringing to market similar technology at an earlier time than the Company. However, given the amount of available cash and cash equivalents, management believes available capital resources are sufficient to meet working capital and capital expenditure needs for at least twelve months following the issuance date of these financial statements.
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents at U.S. commercial banks. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents.
In 2021, the Company reported $82,538 in collaboration revenue from an agreement with an automotive original equipment manufacturers (OEM). The commercial relationship with this OEM was governed by a collaboration framework agreement and a project plan agreement that specify the work that was to occur and payments that were to be made. The revenue arrangement is nonrecurring, and, as of December 31, 2021, the Company does not have any long-term contracts with customers that are expected to provide recurring revenue streams.
On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. As of the date of these financial statements, the Company has not experienced a negative impact to its financial position, results of operations, and operating cash flows. The Company cannot accurately predict the length or severity of this pandemic and the impact it might have on the world and domestic economies. However, the Company believes that for the foreseeable future, based on its current capital resources and its operations and cash flows, it will not be materially nor negatively affected.
Recently Issued Accounting Standards – Not Yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The standard will be effective for the Company on January 1, 2022. The Company is currently evaluating the impact of the new guidance.
In December 2020, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, Income Taxes, as well as removing certain exceptions within ASC 740. The standard will be effective for the Company on January 1, 2022. The Company is currently evaluating the impact of the new guidance.
Recently Issued Accounting Standards – Adopted in Fiscal 2021
In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. The Company adopted the standard effective January 1, 2021. The adoption did not have a material impact on the financial statements.

(3)Reverse Recapitalization
On November 3, 2021, Legacy Aurora consummated the merger with RTPY Merger Sub, Inc., a direct wholly owned subsidiary of Aurora.
Prior to the Merger, holders of 75,459,006 shares of RTPY ordinary Class A shares exercised their right to redeem such shares at a price of approximately $10.00 per share. The remaining 22,291,089 public shares converted to Aurora Class A common stock with the consummation of the Merger.
28

Table of Contents
In connection with the Closing, issued and outstanding shares of Legacy Aurora common stock (including converted preferred stock), options to purchase Legacy Aurora common stock, and awards of restricted stock units based on shares of Legacy Aurora common stock were converted into rights to receive shares, options, or awards of Aurora at the Exchange Ratio of approximately 2.1708. Transactions in Legacy Aurora capital stock and equity incentive plans included:
204,949,573 shares of Legacy Aurora preferred stock were converted to 204,949,573 shares of Legacy Aurora common stock.
458,202,021 shares of Legacy Aurora common stock, including shares resulting from the conversion of Legacy Aurora preferred stock, were converted to 513,575,278 shares of Aurora Class A common stock and 481,107,977 shares of Aurora Class B common stock.
37,972,693 outstanding options to purchase shares of Legacy Aurora common stock (“Legacy Aurora Options”) were converted into 82,432,681 options to purchase shares of Aurora Class A common stock (“Aurora Options”).
15,984,012 awards of restricted stock units based on shares of Legacy Aurora common stock (“Legacy Aurora RSU Awards”) were converted into 34,698,749 awards of restricted stock units based on shares of Aurora Class A common stock (“Aurora RSU Awards”).
Concurrently with the merger, certain institutional and accredited investors entered into subscription agreements pursuant to which the investors agreed to purchase 100,000,000 shares of Aurora Class A common stock at $10.00 per share for aggregate proceeds of $1,000,000.
RTPY Class B ordinary shares held by Reinvent Sponsor Y LLC (the “Sponsor”) converted into 120,000 shares of Aurora Class A common stock in connection with the merger. In connection with the Sponsor Agreement entered into on July 14, 2021, RTPY Class A ordinary shares held by the Sponsor which were not forfeited due to redemption activity prior to the merger are deemed to be effectively issued on the Closing Date for financial reporting purposes. 6,883,086 shares are effectively issued with 1,720,772 of these shares subject to lock up provisions and 5,162,314 of these shares subject to price based vesting conditions (the “Earnout Shares”).
Each of the then issued and outstanding 12,218,750 redeemable warrants of RTPY converted automatically into a redeemable warrant to purchase one share of Aurora Class A common stock (the “Public Warrants”). Additionally, each of the then issued and outstanding 8,900,000 private placement warrants of RTPY converted automatically into an Aurora warrant (the “Private Placement Warrants”).
The number of shares of Aurora Class A and Class B common stock issued and outstanding following the consummation of the merger was as follows:
Shares
RTPY public shares97,750,095 
Less: redemptions of RTPY public shares(75,459,006)
RTPY public shares, net of redemptions22,291,089 
RTPY Sponsor shares7,003,086 
PIPE shares100,000,000 
Total shares of RTPY common stock outstanding prior to the merger129,294,175 
Legacy Aurora shares994,683,255 
Total shares of Aurora common stock outstanding subsequent to the merger1,123,977,430 
The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RTPY is treated as the acquired company and the Merger is treated as the equivalent of Legacy Aurora issuing shares for the net assets of RTPY, accompanied by a recapitalization. The accounting acquirer was primarily determined based on Legacy Aurora shareholders having the largest voting interest in the post-combination company and the ability to appoint the majority of the members of the Board of Directors as well as Legacy Aurora management holding executive management roles in the post-combination company and are responsible for the day-to-day operations which are comprised of Legacy Aurora activities.
29

Table of Contents
The net assets of RTPY were recognized at historical cost as of the Closing, with no goodwill or other intangible assets recorded. Operations prior to the merger presented are those of Legacy Aurora and the accumulated deficit of Legacy Aurora has been carried forward after Closing. Share and per share information presented within the consolidated financial statements and related notes have been adjusted to reflect the recapitalization on a retrospective basis for all periods presented.
In connection with the merger, the Company raised proceeds of $1,223,156 including $1,000,000 from the PIPE investment, $222,911 cash held in RTPY’s trust account from its initial public offering, and $245 in cash held in RTPY’s operating cash account. The proceeds were net of $754,590 paid to redeem RTPY public shares and $48,577 in costs incurred by RTPY prior to Closing. Legacy Aurora incurred $40,617 in transaction costs consisting of banking, legal, and other professional fees. Of this total, $36,101 was recorded as a reduction to additional paid-in capital and $4,516 was expensed in the consolidated statements of operations. Total net cash proceeds to the Company was $1,133,961.
(4)Balance Sheet Detail
(a)Fair Value of Financial Instruments
The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with those financial instruments.
The three-level hierarchy for fair value measurements is defined as follows:
Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3:Inputs to the valuation methodology, which are significant to the fair value measurement, are unobservable.
An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring bases as of December 31, 2021 and 2020:
As of December 31, 2021
Level 1  Level 2    Level 3  Total
Cash equivalents:
Money market funds
$1,609,919 $ $ $1,609,919 
Total cash equivalents
$1,609,919 $ $ $1,609,919 
Liabilities:
Public warrants37,99937,999
Private placement warrants27,67927,679
Earnout Shares liability52,38052,380
Total liabilities$37,999 $27,679 $52,380 $118,058 
As of December 31, 2020
Level 1Level 2  Level 3  Total
Cash equivalents:
Money market funds
$387,464 $ $ $