Aurora Innovation, Inc. 10-Q

Item 1. Financial Statements AURORA INNOVATION, INC. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) March 31, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 504,313 $ 1,610,135 Restricted cash 280 280 Short-term investments 964,416 — Contract asset 27,036 32,538 Related party receivable — 10,726 Prepaid expenses and other current assets 22,863 23,765 Total current assets 1,518,908 1,677,444 Property and equipment, net 95,984 93,517 Operating lease right-of-use assets 150,624 151,278 Restricted cash, long-term 16,100 15,832 Other assets 20,456 21,050 Acquisition related intangible assets 618,149 617,200 Goodwill 1,113,766 1,113,766 Total assets $ 3,533,987 $ 3,690,087 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 4,303 $ 7,901 Related party payable 1,369 540 Accrued expenses and other current liabilities 31,210 70,006 Operating lease liabilities, current 12,134 12,274 Total current liabilities 49,016 90,721 Operating lease liabilities, long-term 133,251 134,551 Deferred tax liability 3,905 3,905 Warrant liability 31,255 65,678 Earnout shares liability 20,993 52,380 Other long-term liabilities 1,064 1,150 Total liabilities 239,484 348,385 Commitments and contingencies Stockholders’ Equity Common stock - Class A shares, $ 0.00001 par value, 646,473,579 and 641,721,837 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; Class B shares, $ 0.00001 par value, 481,107,977 and 481,107,977 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively 11 11 Additional paid-in capital 4,464,191 4,432,907 Accumulated other comprehensive loss ( 1,675 ) — Accumulated deficit ( 1,168,024 ) ( 1,091,216 ) Total stockholders’ equity 3,294,503 3,341,702 Total liabilities and stockholders’ equity $ 3,533,987 $ 3,690,087 See accompanying notes to unaudited condensed consolidated financial statements 3 Table of Contents AURORA INNOVATION, INC. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited) Three Months Ended March 31, 2022 2021 Collaboration revenue $ 41,998 $ — Operating expenses Research and development 154,090 159,109 Selling, general and administrative 31,052 32,680 Total operating expenses 185,142 191,789 Loss from operations ( 143,144 ) ( 191,789 ) Other income (expense) Interest and other income 581 570 Change in fair value of derivative liabilities 65,810 — Other expense ( 53 ) ( 44 ) Loss before income taxes ( 76,806 ) ( 191,263 ) Income tax expense (benefit) 2 ( 2,644 ) Net loss $ ( 76,808 ) $ ( 188,619 ) Basic and diluted net loss per share - Class A and Class B $ ( 0.07 ) $ ( 0.39 ) Basic and diluted weighted-average shares outstanding - Class A and Class B 1,126,147,810 483,555,367 See accompanying notes to unaudited condensed consolidated financial statements 4 Table of Contents AURORA INNOVATION, INC. Condensed Consolidated Statements of Comprehensive Loss (in thousands) (unaudited) Three Months Ended March 31, 2022 2021 Net loss $ ( 76,808 ) $ ( 188,619 ) Other comprehensive loss Unrealized loss on investments ( 1,675 ) — Other comprehensive loss ( 1,675 ) — Comprehensive loss $ ( 78,483 ) $ ( 188,619 ) See accompanying notes to unaudited condensed consolidated financial statements 5 Table of Contents AURORA INNOVATION, INC. Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (in thousands, except share data) (unaudited) Redeemable convertible preferred stock Common stock Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity (deficit) Shares Amount Shares Amount 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 cots of $ 2,138 44,174,944 397,862 — — — — — — Issuance of common stock in relation to acquisitions — — 257,863,127 2 937,667 — — 937,669 Purchase consideration allocated to non-cash severance expense — — — — 7,873 — — 7,873 Issuance of common stock upon exercise of stock options — — 950,236 — 702 — — 702 Vesting of early exercised stock options — — 491,151 — 111 — — 111 Vesting of restricted stock — — 1,429,340 — — — — — Stock-based compensation — — — — 39,040 — — 39,040 Comprehensive loss — — — — — — ( 188,619 ) ( 188,619 ) Balance as of March 31, 2021 444,912,850 $ 2,161,145 539,544,481 $ 5 $ 1,044,574 $ — $ ( 524,382 ) $ 520,197 Balance as of December 31, 2021 — $ — 1,122,829,814 $ 11 $ 4,432,907 $ — $ ( 1,091,216 ) $ 3,341,702 Issuance of common stock upon exercise of stock options and warrants — — 4,338,152 — 2,026 — — 2,026 Vesting of early exercised stock options — — 35,503 — 11 — — 11 Vesting of restricted stock — — 378,087 — — — — — Stock-based compensation — — — — 29,247 — — 29,247 Comprehensive loss — — — — — ( 1,675 ) ( 76,808 ) ( 78,483 ) Balance as of March 31, 2022 — $ — 1,127,581,556 $ 11 $ 4,464,191 $ ( 1,675 ) $ ( 1,168,024 ) $ 3,294,503 See accompanying notes to unaudited condensed consolidated financial statements 6 Table of Contents AURORA INNOVATION, INC. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended March 31, 2022 2021 Cash flows from operating activities Net loss $ ( 76,808 ) $ ( 188,619 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,786 5,994 Reduction in the carrying amount of ROU assets 6,862 6,070 Accretion of discount on short-term investments ( 28 ) — Stock-based compensation 29,247 36,895 Non-cash severance expense — 7,873 Change in deferred tax asset valuation allowance — ( 2,637 ) Change in fair value of derivative liabilities ( 65,810 ) — Changes in operating assets and liabilities Contract asset 5,502 — Prepaid expenses and other current assets 11,730 844 Other assets ( 772 ) ( 4,824 ) Accounts payable ( 7,655 ) 4,767 Accrued expenses and other current and non-current liabilities ( 37,545 ) ( 13,011 ) Operating lease liability ( 6,322 ) ( 4,326 ) Net cash used in operating activities ( 135,813 ) ( 150,974 ) Cash flows from investing activities Purchases of property and equipment ( 5,513 ) ( 3,381 ) Net cash acquired in acquisitions — 294,439 Purchase of short-term investments ( 966,063 ) — Net cash (used in) provided by investing activities ( 971,576 ) 291,058 Cash flows from financing activities Proceeds from issuance of common stock 1,921 617 Proceeds from issuance of Series U-2 preferred stock, net — 397,862 Principal repayments of finance leases ( 86 ) — Net cash provided by financing activities 1,835 398,479 Net (decrease) increase in cash, cash equivalents and restricted cash ( 1,105,554 ) 538,563 Cash, cash equivalents, and restricted cash at beginning of the period 1,626,247 399,828 Cash, cash equivalents, and restricted cash at end of the period $ 520,693 $ 938,391 See accompanying notes to unaudited condensed consolidated financial statements 7 Table of Contents AURORA INNOVATION, INC. Notes to Condensed Consolidated Financial Statements (in thousands, except share and per share data) (unaudited) (1) Overview and Basis of Presentation Overview of the Organization Aurora Innovation, Inc. and its consolidated 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”). 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 changed its name to Aurora Innovation, Inc. As contemplated by the Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement”), Aurora consummated the merger transaction (the “Merger”) whereby RTPY Merger Sub, Inc., a direct 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 designs and develops the Aurora Driver, which is the hardware, software, and data services that allow vehicles to drive themselves. Basis of Presentation and Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the Company and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rule and regulations of the Securities and Exchange Commission (“SEC”). The information included herein should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2021 for additional disclosures. The condensed consolidated balance sheet as of December 31, 2021 included in the condensed consolidated financial statements was derived from the audited financial statements as of that date but does not contain all of the footnote disclosures from the annual financial statements.. The condensed consolidated financial statements reflect, in the opinion of management, all adjustments of a normal, recurring nature necessary for a fair statement of our financial position, results of operations, and cash flows for the three month period but are not necessarily indicative of the expected results for the full fiscal year or any future period. (2) Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP 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 expenses during the reporting period. Actual results could differ from those estimates. 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. 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. 8 Table of Contents Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and short-term investments. 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. 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 and recognizes gains and losses when realized. Recently Issued Accounting Standards – Adopted in Fiscal 2022 In December 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 new standard is effective for annual periods beginning after December 15, 2021 and earlier adoption is permitted. The Company adopted the standard effective January 1, 2022 and there was not a material impact on the interim financial statements. 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 Company adopted the standard effective January 1, 2022 and there was not a material impact on the interim financial statements. (3) 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; and • 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. 9 Table of Contents The following table summarizes the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021: As of March 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 371,177 $ — $ — $ 371,177 U.S. government securities — 132,933 — 132,933 Total cash equivalents $ 371,177 $ 132,933 $ — $ 504,110 Short-term investments: U.S. government securities $ — $ 964,416 $ — $ 964,416 Total short-term investments $ — $ 964,416 $ — $ 964,416 Liabilities: Public warrants $ 18,083 $ — $ — $ 18,083 Private placement warrants — 13,172 — 13,172 Earnout shares liability — — 20,993 20,993 Total liabilities $ 18,083 $ 13,172 $ 20,993 $ 52,248 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 warrants $ 37,999 $ — $ — $ 37,999 Private placement warrants — 27,679 — 27,679 Earnout shares liability — — 52,380 52,380 Total liabilities $ 37,999 $ 27,679 $ 52,380 $ 118,058 The public warrants and private placement warrants (see Note 7: Derivative Liabilities ) are measured at fair value on a recurring basis. The public warrants are valued based on the closing price of the publicly traded instrument. The private placement Warrants are valued using observable inputs for similar liabilities resulting in Level 2 classification. The earnout shares liability (see Note 7: Derivative Liabilities ) is measured at fair value on a recurring basis. The fair value was determined using a Monte Carlo simulation with a risk free rate of 2.33 % and 1.52 % and volatility of 50.00 % and 50.00 % as of March 31, 2022 and December 31, 2021, respectively. Earnout shares liability Balance as of December 31, 2021 $ 52,380 Fair value adjustment ( 31,387 ) Balance as of March 31, 2022 $ 20,993 The amortized cost, unrealized gains and estimated fair values of the Company’s short-term investments as of March 31, 2022 was: As of March 31, 2022 Amortized cost Unrealized losses Fair value U.S. government securities $ 966,091 $ ( 1,675 ) $ 964,416 Total short-term investments $ 966,091 $ ( 1,675 ) $ 964,416 10 Table of Contents (b) Property and Equipment, Net Property and equipment, net consist of the following as of March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Land $ 13,503 $ 13,503 Furniture and fixtures 10,909 10,893 Test and lab equipment 13,112 11,984 Leasehold improvements 63,644 61,173 Computer and equipment 8,493 7,839 Computer software 3,381 3,321 Automobile 4,716 3,444 Buildings 1,398 1,040 119,156 113,197 Less accumulated depreciation and amortization ( 23,172 ) ( 19,680 ) Total property and equipment, net $ 95,984 $ 93,517 (c) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of March 31, 2022 and December 31, 2021: As of March 31, 2022 December 31, 2021 Accrued expenses $ 15,717 $ 16,074 Accrued compensation 12,847 51,401 Other 2,646 2,531 Total accrued expenses and other current liabilities $ 31,210 $ 70,006 (4) Collaboration Revenue In January 2021, the Company entered into a collaboration framework agreement with Toyota Motor Corporation (“Toyota”) with the intention of deploying the Aurora Driver into a fleet of Toyota Sienna vehicles, subject to further agreement of a collaboration projection plan that was signed in August 2021. The Company has received $ 97,500 of cash consideration as of March 31, 2022 and expects to receive the remaining $ 52,500 in 2022. Collaboration revenue is recognized using the input measure of hours expended as a percentage of total estimated hours to complete the project. Collaboration revenue earned in excess of amounts billable are reported as contract assets. (5) Acquisitions Apparate USA LLC On January 19, 2021, the Company acquired 100 % of the voting interests of Apparate USA LLC (“Uber Advanced Technologies Group” or “ATG”) which was a company developing self-driving technology. The ATG acquisition date fair value of the consideration transferred for ATG was approximately $ 1,915,708 which consisted of stock consideration. The stock consideration transferred comprised 110,437,359 shares of the Company’s Series U-1 preferred stock and 252,194,518 shares of the Company’s common stock. The preferred stock was valued referencing a subsequent purchase of the Company’s Series U-2 redeemable convertible preferred stock. The common stock was valued based on the fair value as of January 19, 2021, as determined by a third-party valuation expert using an Option Pricing Method model. The transaction costs associated with the acquisition were approximately $ 15,113 and were recorded in general and administrative expense in 2021, including $ 8,259 recorded in the three months ended March 31, 2021. 11 Table of Contents The Company accounted for the ATG acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the ATG acquisition. During the three months ended June 30, 2021, we recorded a measurement period adjustment to reduce the preliminary fair value of property and equipment acquired by $ 21,652 , resulting in a $ 1,676 cumulative reduction in depreciation expense previously recognized during the three months ended March 31, 2021. During the three months ended December 31, 2021, we recorded a measurement period adjustment to increase the preliminary fair value of deferred tax liabilities assumed by $ 3,342 . These measurement period adjustments were made to reflect the facts and circumstances that existed as of the acquisition date. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the ATG acquisition: Fair Value Cash and cash equivalents $ 310,540 Prepaid expenses and other current assets 6,229 Property and equipment, net 63,395 Operating lease right-of-use assets 41,915 Other assets 18,351 Acquisition related intangible assets 545,500 Goodwill 1,060,159 Accounts payable ( 1,860 ) Related party payable ( 46,970 ) Accrued expenses and other current liabilities ( 37,796 ) Operating lease liabilities ( 40,413 ) Deferred tax liability ( 3,342 ) Total $ 1,915,708 The sole identifiable intangible asset acquired in the ATG acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include overhead costs, profit margin, opportunity cost, and obsolescence. The asset has not been placed into service and there have been no impairment charges related to the intangible asset as of March 31, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes. Separately, the Company recognized $ 7,873 in non-cash compensation expense for severance payments by the former parent of ATG. This amount was allocated from total equity consideration transferred. OURS Technology, Inc. On March 5, 2021, the Company acquired 100 % of the voting interests in OURS Technology, Inc. (“OURS”), a silicon photonics company. The Company has included the financial results of OURS in the condensed consolidated financial statements prospectively from the date of acquisition. The OURS acquisition date fair value of the consideration transferred for OURS was approximately $ 40,821 , which consisted of the following Fair Value Cash $ 16,107 Stock consideration 24,105 Assumed liabilities related to third-party expenses 609 Total $ 40,821 12 Table of Contents As part of the OURS acquisition, the Company assumed certain OURS compensation agreements, including the conversion of certain shares of OURS restricted stock into rights to receive the Company’s restricted stock, and assuming certain stock options with an estimated fair value of $ 3,789 . For the stock options assumed, based on the service period related to the period prior to the OURS acquisition date, $ 2,145 was allocated to the purchase price, and $ 1,644 relating to post-acquisition services which will be recorded as operating expenses over the remaining requisite service periods. The stock consideration transferred comprised 6,064,675 shares of the Company’s common stock including 396,067 shares of restricted stock granted. The restricted stock awards (RSAs) were valued based on the March 5, 2021 fair value, as determined by a third party valuation expert using an Option Pricing Method model, and the estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The RSAs vest monthly over a 2 -year period starting on the vesting commencement date and expire once the holder ceases to be a service provider of the Company. The transaction costs associated with the OURS acquisition were approximately $ 262 and were recorded in general and administrative expense in the three months ended March 31, 2021. The Company has accounted for the OURS acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the OURS acquisition. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the OURS acquisition: Fair Value Cash and cash equivalents $ 153 Prepaid expenses and other current assets 23 Property and equipment, net 218 Other assets 9 Acquisition related intangible assets 19,000 Goodwill 23,477 Accounts payable ( 46 ) Deferred tax liability ( 2,013 ) Total $ 40,821 The sole identifiable intangible asset acquired in the OURS acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include profit margin and opportunity cost. The asset has not been placed into service and there have been no impairment charges related to the intangible asset as of March 31, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes. (6) Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000,000 shares of preferred stock with a par value of $ 0.00001 per share. There were no shares of preferred stock issued and outstanding at March 31, 2022 and December 31, 2021. Common stock The Company is authorized to issue 51,000,000,000 shares of common stock with a par value of $ 0.00001 per share. 50,000,000,000 shares are designated Class A common stock and 1,000,000,000 shares are designated Class B common stock. Class A common stock holders are entitled to one vote for each share and Class B common stock holders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. 13 Table of Contents Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers). At March 31, 2022, the Company had 646,473,579 shares of Class A common stock and 481,107,977 shares of Class B common stock issued and outstanding. Common stock reserved for future issuance at March 31, 2022 and December 31, 2021 was as follows: As of March 31, 2022 December 31, 2021 Outstanding stock options 75,948,673 81,405,867 Outstanding restricted stock units 66,436,448 34,054,713 Outstanding public warrants 12,218,291 12,218,420 Outstanding private placement warrants 8,900,000 8,900,000 Shares available for issuance under the equity incentive plans 147,424,419 122,487,648 Total shares of common stock reserved 310,927,831 259,066,648 (7) Derivative Liabilities Common Stock Warrants On the consummation of the Merger, 12,218,750 publicly traded warrants for Class A common stock at an exercise price per share of $ 11.50 and 8,900,000 private placement warrants held by the Sponsor with an exercise price per share of $ 11.50 converted automatically into warrants of Aurora common stock. Public warrants outstanding were 12,218,291 and 12,218,420 as of March 31, 2022 and December 31, 2021, respectively. During the three months ended March 31, 2022, 129 Public Warrants were exercised for total cash proceeds of $ 1 . Private placement warrants outstanding were 8,900,000 and 8,900,000 as of March 31, 2022 and December 31, 2021, respectively. The estimated fair value of the warrant liabilities was $ 31,255 and $ 65,678 at March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022, a gain of $ 34,423 was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations. Public Warrants Public warrants were exercisable beginning on December 3, 2021. The Company may redeem the public warrants when the last reported sales price of Class A common stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) exceeds $ 10.00 or $ 18.00 . Warrants are redeemable in whole and upon a minimum of 30 days’ prior written notice. If the Reference Value exceeds $ 18.00 , warrants are redeemable at $ 0.01 per warrant, in whole and upon a minimum of 30 days prior written notice that holders will be able to exercise their warrants. If the Reference Value exceeds $ 10.00 , warrants are redeemable at $ 0.10 per warrant, in whole and upon a minimum of 30 days prior written notice that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the fair market value of Class A ordinary shares. Fair market value of Class A common stock is the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent. The number of ordinary shares received upon exercise is capped at 0.361 shares of Aurora Class A common stock per warrant. 14 Table of Contents Private Placement Warrants Private placement warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Reference value exceeds $ 18.00 per share and the Company elects to redeem the public warrants, the private placement warrants are exercised. If the public warrants are redeemed by the Company when the Reference Value equals or exceeds $ 10.00 , the private placement warrants are also concurrently called for redemption on the same terms as of the public warrants. If the public warrants are redeemed by the Company when the Reference Value exceeds $ 18.00 per share, the Sponsor will exercise the private placement warrants for cash or on a cashless basis. Earnout Shares Liability In connection with the execution of the Merger Agreement, the Company, Legacy Aurora and the Sponsor entered into the Sponsor Agreement on July 14, 2021. Under the agreement, existing Sponsor shares not forfeited due to redemptions are subject to lock-up and price-based vesting as follows: • 1,720,772 shares vest when it has been at least 1 year since the Closing; • 1,720,772 shares vest when it has been at least 2 years since the Closing and the volume weighted average price (“VWAP”) of the Company’s class A common stock equals or exceeds $ 15.00 for 20 trading days of any consecutive 30 trading day period • 1,720,771 shares vest when it has been at least 3 years since the Closing and the VWAP equals or exceeds $ 17.50 for 20 trading days of any consecutive 30 trading day period; and, • 1,720,771 shares vest when it has been at least 4 years since the Closing and the VWAP equals or exceeds $ 20.00 for 20 trading days of any consecutive 30 trading day period. The estimated fair value of the earnout shares liability was $ 20,993 and $ 52,380 at March 31, 2022 and December 31, 2021, respectively. For the three months ended March 31, 2022, a gain of $ 31,387 was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations. No earnout shares vested as of March 31, 2022. (8) Equity Incentive Plans We maintain four equity compensation plans: the 2021 Equity Incentive Plan (the “Plan”), the 2017 Equity Incentive Plan (the “2017 Plan”), the 2016 Blackmore Sensors & Analytics, Inc. Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technologies Inc Equity Incentive Plan (the “OURS Plan”). The Company assumed stock options under the Blackmore Plan and the OURS Plan to the extent such employees continued as employees of the Company. On November 2, 2021, the Company adopted the Plan. The Plan makes available for issuance Class A common shares equal to 120,900,000 shares plus any shares subject to awards assumed in the Merger. Additionally, the Plan includes an annual increase on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 120,900,000 , (ii) 5 % of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Any stock options, restricted stock units (“RSU”s) or other awards from the 2017 Plan, the Blackmore Plan, or the OURS Plan that, on or after the Closing, expire or otherwise terminate without having been exercised or issued in full are added to the Plan up to a maximum of 120,692,205 shares. As of March 31, 2022, 147,424,419 shares were available for grant. Under the Plan, equity-based compensation in the form of RSUs, restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others. 15 Table of Contents Stock Options The Company granted stock options under the 2017 Plan. No stock options have been granted under the Plan and the assumed stock option plans are immaterial. Stock options under the 2017 Plan may be outstanding for periods of up to 10 years following the grant date. The exercise price of stock options for the purchase of shares of common stock under the 2017 Plan may not be less than 100 % of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors. In the case of an incentive stock option granted to an employee who owns stock representing more than 10 % of the voting shares, the price of each share will be at least 110 % of the fair value on the date of grant. Stock options generally vest over four years starting on the vesting commencement date (with a one -year cliff) and expire, if not exercised, 10 years from the date of grant or, if earlier, three months after the option holder ceases to be a service provider of the Company. Stock options granted to a stockholder that owns greater than 10 % of the company expire, if not exercised, five years from the date of grant. Stock option activity under the 2017 Plan in the three months ended March 31, 2022 is as follows: Options outstanding Number of shares Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Balance, December 31, 2021 79,644,550 $ 1.44 Granted — — Exercised ( 4,276,993 ) 0.47 Forfeited ( 1,118,640 ) 1.38 Balance, March 31, 2022 74,248,917 $ 1.50 6.9 304,001 Exercisable, March 31, 2022 51,375,499 $ 1.09 6.4 231,322 The compensation expense recognized for options for the three months ended March 31, 2022 and 2021 was $ 4,639 and $ 7,131 , respectively. The unrecognized deferred compensation expense was $ 31,114 as of March 31, 2022 and will be recognized over an estimated weighted average amortization period of approximately 1.9 years. Restricted Stock Units The Company has granted RSUs under the Plan and the 2017 Plan. The vesting of most RSUs granted under the 2017 Plan is based on the satisfaction of 2 separate vesting requirements on or before the expiration date: (1) a time-based vesting requirement, and (2) a liquidity event. Generally, the time-based vesting requirement is quarterly over four years starting on the vesting commencement date (with a one -year cliff). The liquidity event vesting requirement was satisfied with the closing of the Merger in November 2021. RSUs granted under the Plan require time-based vesting. Generally, the time-based vesting requirement is four years starting on the vesting commencement date except for retention grants which generally vest over one to two years . RSU activity under the Plan and the 2017 Plan is as follows: Unvested RSUs outstanding Number of shares Weighted- average grant date fair value Aggregate Intrinsic value Balance, December 31, 2021 34,054,713 $ 4.72 Granted 33,855,177 4.10 Forfeited ( 1,473,442 ) 4.27 Balance, March 31, 2022 66,436,448 $ 4.41 $ 371,380 Stock-based compensation related to RSUs granted to employees was $ 18,061 and $ 0 in three months ended March 31, 2022 and March 31, 2021, respectively. The unrecognized deferred compensation expense for future years’ compensation expense related to unvested RSUs was approximately $ 213,875 at March 31, 2022. Unrecognized deferred compensation will be recognized over an estimated weighted average amortization period of approximately 2.3 years. 16 Table of Contents Stock-based payments awarded by a related party Prior to the ATG acquisition, employees of ATG received grants of RSUs in the former ultimate parent company of ATG, a related party after the closing of the transaction. These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as personnel remain employees of the Company. These awards are compensation for services provided to the Company and accounted for as stock-based compensation. Awards representing 2,928,854 shares were modified on the acquisition date and 538,140 shares were forfeited before the final vesting in January 2022. The fair value of these awards was equal to the market value of the related party’s common stock on the date of modification. Stock-based compensation of $ 6,200 was recognized in the three months ended March 31, 2022. No unrecognized deferred compensation expense remains as of March 31, 2022. Stock-based Compensation Expense Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized as of March 31, 2022. Total stock-based compensation expense by function was as follows (in thousands): Three Months Ended March 31, 2022 2021 Research and development $ 26,227 $ 34,815 Selling, general, and administrative 3,020 2,080 Total $ 29,247 $ 36,895 (9) Income Taxes The income tax benefit recognized differs from our statutory tax rate of 21% primarily due to changes in the valuation allowance on deferred tax assets. (10) Leases The Company leases its office facilities, data centers, and warehouses under non-cancelable operating lease agreements that expire between 2022 through 2042, including renewal options that are reasonably certain to be exercised by the Company.. As of March 31, 2022, the Company’s operating leases had a weighted average remaining lease term of 8.4 years and a weighted average discount rate of 6.26 %. Operating lease expense was $ 6,862 and $ 6,070 in the three months ended March 31, 2022 and 2021, respectively. (11) Commitments and Contingencies From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material losses were recorded in the three months ended March 31, 2022 and 2021. (12) Employee Benefit Plan The Company sponsors the Aurora 401(k) plan. All employees are eligible to participate in the plans after meeting eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the plan up to the limit allowed by applicable income tax regulations. The Company may make a matching contribution at the discretion of the board of directors. The Company recognized $ 0 for matching contributions in the three months ended March 31, 2022 and 2021. 17 Table of Contents (13) Supplemental Cash Flow Information Cash paid for income taxes and interest was $ 0 in the three months ended March 31, 2022 and 2021. Cash paid for noncash investing and financing activities were as follows: Three Months Ended March 31, March 31, 2022 March 31, 2021 Noncash investing and financing activities: Property and equipment included in accounts payable $ 2,262 $ 191 Vesting of early exercised stock options 11 111 Non-cash acquisition — ( 1,939,804 ) (14) Earnings Per Share The Company computes earnings per share of common stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. The computation of basic and diluted earnings per share is the same as the inclusion of all potential common stock would have been anti-dilutive in a period of net loss. The Company has two classes of common stock subsequent to the Merger: Class A and Class B. As both classes have identical liquidation and dividend rights, the net loss is allocated to the classes on a proportionate basis and results in an identical net loss per share for each class under the two-class method. Redeemable convertible preferred stock, unvested restricted stock awards, and unvested early exercised stock options are participating securities in periods of income as the securities participate in undistributed earnings. The participating securities do not share in losses. Share amounts and net loss per share have been recast for the three months ended March 31, 2021 to reflect the Exchange Ratio from the Merger. Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Numerator: Net Loss $ ( 43,994 ) $ ( 32,814 ) $ ( 188,619 ) $ — Net loss per share: Basic and diluted $ ( 0.07 ) $ ( 0.07 ) $ ( 0.39 ) $ — Denominator: Weighted average common shares outstanding - basic and diluted 645,039,833 481,107,977 483,555,367 — The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect: Three Months Ended March 31, 2022 2021 Class A Class B Class A Class B Redeemable convertible preferred stock — — 223,321,886 221,591,059 Stock options 76,166,214 — 94,073,032 — Restricted stock 67,144,632 — 1,331,664 — Private placement warrants 8,900,000 — — — Public warrants 12,218,291 — — — Earnout shares liability 5,162,314 — — — Total 169,591,451 — 318,726,582 221,591,059 18 Table of Contents (15) Related Parties In January 2021, the Company paid $ 10,000 relating to financial advisory fees with a former related party for a contract that was entered into by the Company in December 2020. The Company recognized $ 8,250 in selling, general and administrative expenses and $ 1,750 as a reduction to redeemable convertible preferred stock for issuance costs in the three months ended March 31, 2021. The Company assumed a net liability of $ 46,970 from the ATG acquisition for an obligation due to the former owner of ATG, an affiliate of Uber Technologies, Inc. (“Uber”). Uber became a related party of the Company subsequent to the ATG acquisition. The net related party liability was paid during the three months ended June 30, 2021. In January 2021, Uber and its affiliates paid $ 7,873 in severance to former employees of ATG which was reimbursed by the Company. In December 2021 and January 2022, the Company made withholding tax payments for equity compensation for former employees of ATG and received a $ 12,770 reimbursement in the three months ended March 31, 2022 from Uber and its affiliates. During the three months ended March 31, 2022 and 2021, the Company recognized operating expenses of $ 2,908 and $ 1,672 , respectively, related to the transition service agreement and ongoing operating services provided by Uber and its affiliates. The term of the transition service agreement expired during the three months ended March 31, 2022. At March 31, 2022 and December 31, 2021, the Company recorded related party payables to Uber and its affiliates of $ 1,369 and $ 540 , respectively. At March 31, 2022 and December 31, 2021, the Company recorded related party receivables from Uber and its affiliates of $ 0 and $ 10,726 , respectively. 19 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly 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 Quarterly 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 Quarterly Report. You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly 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 Quarterly 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 Quarterly 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 Quarterly 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 Quarterly Report to reflect events or circumstances after the date of this Quarterly 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. 20 Table of Contents