Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2021.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for newly public companies.
Changes in internal control over financial reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2021 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be provided in the definitive proxy statement for our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) no later than 120 days after December 31, 2021. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2021. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2021. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2021. The information set forth in the Proxy Statement is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be provided in the Proxy Statement no later than 120 days after December 31, 2021. The information set forth in the Proxy Statement is incorporated herein by reference.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Form 10-K.
(2) Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.
Incorporated by reference Filed or Furnished Herewith
Exhibit No. Description Form File No. Exhibit No. Filing Date
2.1 † Agreement and Plan of Merger, dated as of July 14, 2021, by and among Reinvent Technology Partners Y, RTPY Merger Sub Inc., and Aurora Innovation, Inc.
8-K 001-40216 2.1 July 15, 2021
2.2† Plan of Domestication, dated as of September 28, 2021
S-4/A 333-257912 2.2 September 29, 2021
2.3† Stock Purchase and Agreement and Plan of Merger, dated as of January 19, 2021, by and between Aurora Innovation, Inc., Avian U Merger Holdco Corp., Avian U Merger Sub Corp., Avian U Merger Sub LLC, Blocker U Merger Sub LLC, SVF Yellow (USA) Corporation, Apparate USA LLC and Uber Technologies, Inc.
S-4/A 333-257912 2.3 September 29, 2021
3.1 Certificate of Incorporation of the Company
8-K 001-40216 3.1 November 4, 2021
3.2 Bylaws of the Company
8-K 001-40216 3.2 November 4, 2021
4.1 Specimen Class A Common Stock Certificate
8-K 001-40216 4.1 November 4, 2021
4.2 Specimen Warrant Certificate
8-K 001-40216 4.1 March 18, 2021
4.3 Warrant Agreement, dated as of March 15, 2021, by and between Reinvent Technology Partners Y and Continental Stock Transfer & Trust Company, as warrant agent
8-K 001-40216 4.1 March 18, 2021
4.4 Amendment of Warrant Agreement, dated as of February 28, 2022, by and among Aurora Innovation, Inc., Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company
X
4.5 Description of Capital Stock
X
10.1 Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor Holdco, the Sponsor Parties, the Sponsor Independent Directors, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.2 July 15, 2021
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10.2 Sponsor Agreement, dated as of July 14, 2021, between Sponsor, Reinvent Technology Partners Y, and Aurora Innovation, Inc.
8‑K 001-40216 10.3 July 15, 2021
10.3 Form of Company Holders Support Agreement (Voting and Support Agreement)
8‑K 001-40216 10.4 July 15, 2021
10.4 Form of PIPE Subscription Agreement (Subscription Agreement)
8‑K 001-40216 10.1 July 15, 2021
10.5 Form of Lock-Up Agreement
S-4 333-257912 10.5 July 15, 2021
10.6 Amended and Restated Registration Rights Agreement, dated as of November 3, 2021, by and among Aurora Innovation, Inc. and the other parties thereto
8‑K 001-40216 10.4 November 4, 2021
10.7 Letter Agreement, dated as of March 15, 2021, by and among Reinvent Technology Partners Y, Reinvent Sponsor Y LLC and the other parties thereto
S-4 333-257912 10.6 July 15, 2021
10.8 Investment Management Trust Agreement, dated as of March 15, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee
S-4 333-257912 10.7 July 15, 2021
10.9# Employee Incentive Compensation Plan
S‑4 333-257912 10.22 September 29, 2021
10.10# OURS Technology, Inc. 2017 Stock Incentive Plan
S‑4 333-257912 10.23 September 29, 2021
10.11# Aurora Innovation, Inc. 2021 Equity Incentive Plan
8-K 001-40216 10.12 November 4, 2021
10.12# Aurora Innovation, Inc. 2017 Equity Incentive Plan
S-4 333-257912 10.21 September 29, 2021
10.13# Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan
S-4 333-257912 10.24 September 29, 2021
10.14# Aurora Innovation, Inc. form of Indemnification Agreement
S-4 333-257912 10.19 September 29, 2021
10.15# Outside Director Compensation Policy
X
16.1 Letter from WithumSmith+Brown, PC as to the change in certifying accountant, dated as of November 4, 2021
8‑K 001-40216 16.1 November 4, 2021
21.1 List of Subsidiaries
X
24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)
X
31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document X
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101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X
† Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S‑K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
# Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
AURORA INNOVATION, INC.
By: /s/ Chris Urmson
Name: Chris Urmson
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, Richard Tame and William Mouat, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Chris Urmson Chief Executive Officer and Director March 11, 2022
Chris Urmson (Principal Executive Officer)
/s/ Richard Tame Chief Financial Officer March 11, 2022
Richard Tame (Principal Financial and Accounting Officer)
/s/ Sterling Anderson Director March 11, 2022
Sterling Anderson
/s/ Brittany Bagley Director March 11, 2022
Brittany Bagley
/s/ Carl Eschenbach Director March 11, 2022
Carl Eschenbach
/s/ Reid Hoffman Director March 11, 2022
Reid Hoffman
/s/ Claire Hughes Johnson Director March 11, 2022
Claire Hughes Johnson
/s/ Dara Khosrowshahi Director March 11, 2022
Dara Khosrowshahi
/s/ Michelangelo Volpi Director March 11, 2022
Michelangelo Volpi
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