What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-03 compared with 2022-08-12 · 127 added, 159 removed, 495 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2022 December 31,

42 unchanged sentences

Stockholders’ equity:

Common stock - $ 0.00001 par value, 1,146,572,506 and 1,122,829,814 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Common stock - $ 0.00001 par value, 1,157,841,044 and 1,122,829,814 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

32 unchanged sentences

— — — — — — ( 503,776 ) ( 503,776 )

Balance as of June 30, 2021

Balance as of September 30, 2021

444,912,850 $ 2,161,145 545,440,221 $ 5 $ 1,130,259 $ — $ ( 839,539 ) $ 290,725

6 unchanged sentences

— — — — — ( 3,347 ) ( 1,429,179 ) ( 1,432,526 )

Balance as of June 30, 2022

Balance as of September 30, 2022

— $ — 1,157,841,044 $ 12 $ 4,556,083 $ ( 3,347 ) $ ( 2,520,395 ) $ 2,032,353

11 unchanged sentences

Shares Amount Shares Amount

Balance as of March 31, 2021

Balance as of June 30, 2021

444,912,850 $ 2,161,145 542,112,054 $ 5 $ 1,087,651 $ — $ ( 706,194 ) $ 381,462

4 unchanged sentences

— — — — — — ( 133,345 ) ( 133,345 )

Balance as of June 30, 2021

Balance as of September 30, 2021

444,912,850 $ 2,161,145 545,440,221 $ 5 $ 1,130,259 $ — $ ( 839,539 ) $ 290,725

Balance as of March 31, 2022

Balance as of June 30, 2022

— — 1,146,572,506 $ 11 $ 4,516,005 $ ( 3,861 ) $ ( 2,322,201 ) $ 2,189,954

2 unchanged sentences

Comprehensive loss — — — — — 514 ( 198,194 ) ( 197,680 )

Balance as of June 30, 2022

Balance as of September 30, 2022

— $ — 1,157,841,044 $ 12 $ 4,556,083 $ ( 3,347 ) $ ( 2,520,395 ) $ 2,032,353

3 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization

16,712 10,836

Reduction in the carrying amount of right-of-use assets

11 unchanged sentences

20,325 ( 3,979 )

( 2,131 ) ( 1,071 )

Accounts payable

2 unchanged sentences

( 19,085 ) ( 16,785 )

Contract liability 91 50,000

Accrued expenses and other current and non-current liabilities

9 unchanged sentences

Maturities of short-term investments 466,000 —

Other ( 110 ) —

Net cash (used in) provided by investing activities

15 unchanged sentences

(in thousands, except share and per share data)

(1) Overview and Basis of Presentation

(1) Overview of the Organization

2 unchanged sentences

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.

As contemplated by the Agreement and Plan of Merger dated July 14, 2021 (the “Merger Agreement”), Aurora consummated a 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.).

2 unchanged sentences

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

(2) Significant Accounting Policies

Basis of Presentation

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.

generally accepted accounting principles (“GAAP”) and include the financial statements of 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 information included herein should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2021, as amended.

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 periods presented 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

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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.

The Company expects that it will need to raise additional capital to support its continued development and commercialization of the Aurora Driver.

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.

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

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents and short-term investments.

Cash and cash equivalents are generally deposited with domestic commercial banks and generally exceed the Federal Deposit Insurance Corporation insurable limit.

Short-term investments are held in U.S.

Treasury securities and are classified as available-for-sale debt securities.

To date, the Company has not experienced any credit losses on its cash, cash equivalents and short-term investments.

Recently Adopted Accounting Standards

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.

14 unchanged sentences

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 and liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

The fair values for financial assets and liabilities measured on a recurring basis were as follows:

As of September 30, 2022

Level 1 Level 2 Level 3 Total

2 unchanged sentences

$ 356,550 $ — $ — $ 356,550

Treasury securities — 129,429 — 129,429

Total cash equivalents

1 unchanged sentence

Short-term investments:

government securities $ — $ 829,353 $ — $ 829,353

Treasury securities $ — $ 750,697 $ — $ 750,697

Total short-term investments $ — $ 750,697 $ — $ 750,697

16 unchanged sentences

Total liabilities $ 37,999 $ 27,679 $ 52,380 $ 118,058

Cash equivalents and short-term investments are measured at fair value on a recurring basis based on quoted market prices or other readily available market information.

The amortized cost, unrealized gains and losses, and fair value of available-for-sale debt securities were as follows:

As of September 30, 2022

Amortized cost Unrealized losses Fair value

Treasury securities $ 883,473 $ ( 3,347 ) $ 880,126

The public warrants and private placement warrants (see Note 7:

1 unchanged sentence

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 private placement warrants are valued using observable inputs for similar publicly traded instruments.

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 2.99 %and 1.52 % and volatility of 50.00 % and 50.00 % as of June 30, 2022 and December 31, 2021, respectively.

The fair value was determined using a Monte Carlo simulation with a risk free rate of 3.87 % and 1.52 % and volatility of 50.00 % and 50.00 % as of September 30, 2022 and December 31, 2021, respectively.

Earnout shares liability

1 unchanged sentence

Change in fair value

Balance as of June 30, 2022

The amortized cost, unrealized gains and estimated fair values of the Company’s short-term investments as of June 30, 2022 was:

As of June 30, 2022

Amortized cost Unrealized losses Fair value

government securities $ 833,214 $ ( 3,861 ) $ 829,353

Total short-term investments $ 833,214 $ ( 3,861 ) $ 829,353

Balance as of September 30, 2022

(b) Property and Equipment, Net

Property and equipment, net consist of the following as of June 30, 2022 and December 31, 2021:

The components of property and equipment, net were as follows:

September 30,

2022 December 31,

13 unchanged sentences

$ 92,907 $ 93,517

The changes in the carrying amount of goodwill for the six months ended June 30, 2022, are as follows:

Balance as of December 31, 2021:

Goodwill $ 1,113,766

Accumulated impairment loss —

Carrying amount of goodwill 1,113,766

Impairment loss ( 1,000,081 )

Balance as of June 30, 2022:

The changes in the carrying amount of goodwill were as follows:

2021 Goodwill impairment September 30,

Goodwill $ 1,113,766 $ — $ 1,113,766

4 unchanged sentences

The Company utilized a market approach valuation method utilizing the observable market price of the Company’s Class A common stock as it represented the best evidence of the fair value of its reporting unit.

Based on the results, the Company recognized a $ 1,000,081 goodwill impairment during the three and six months ended June 30, 2022.

Based on the results, the Company recognized a $ 1,000,081 goodwill impairment during the nine months ended September 30, 2022.

(d) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following as of June 30, 2022 and December 31, 2021:

The components of accrued expenses and other current liabilities were as follows:

September 30,

2022 December 31,

1 unchanged sentence

$ 37,153 $ 51,401

Accrued expenses

Other accrued expenses

18,972 18,605

2 unchanged sentences

(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.

In the six months ended June 30, 2022 and June 30, 2021, the Company received payments of $ 95,360 and $ 50,000 , respectively, under the agreement.

To date, the Company has received cumulative payments under the agreement of $ 145,360 through June 30, 2022 and expects to receive the remaining $ 5,000 in 2022.

Collaboration revenue is recognized using the input measure of hours expended as a percentage of total estimated hours to complete the project.

In the three and six months ended June 30, 2022, the Company recognized collaboration revenue of $ 20,733 and $ 62,731 , respectively.

To date, the Company has recognized cumulative revenue under the agreement of $ 145,269 through June 30, 2022.

In the nine months ended September 30, 2022 and September 30, 2021, the Company received payments of $ 100,360 and $ 50,000 , respectively, under the agreement.

As of September 30, 2022, the Company has received all cash payments under the collaboration framework agreement with Toyota.

Collaboration revenue is recognized using the input measure of hours expended as a percentage of total estimated hours to complete the collaboration project plan.

In the three and nine months ended September 30, 2022, the Company recognized collaboration revenue of $ 2,897 and $ 65,628 , respectively.

To date, the Company has recognized cumulative revenue under the agreement of $ 148,166 through September 30, 2022.

Differences between collaboration revenue recognized and payments collected under the agreement are recognized as a contract asset or contract liability at the end of each reporting period.

2 unchanged sentences

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 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.

1 unchanged sentence

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 $ 6,854 and $ 15,113 recorded in the three and six months ended June 30, 2021.

The transaction costs associated with the acquisition were $ 15,113 in the nine months ended September 30, 2021 and were recorded in selling, general and administrative.

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:

12 unchanged sentences

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 impairments related to the intangible asset as of June 30, 2022.

The asset has not been placed into service and there have been no impairments related to the intangible asset as of September 30, 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.

During the three months ended March 31, 2021, the Company recognized $ 7,873 in non-cash compensation expense for severance payments by the former parent of ATG.

During the nine months ended September 30, 2021, the Company recognized $ 7,873 in non-cash severance paid by the former parent of ATG.

This amount was allocated from total equity consideration transferred.

9 unchanged sentences

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 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.

10 unchanged sentences

Significant unobservable inputs include profit margin and opportunity cost.

The asset has not been placed into service and there have been no impairments related to the intangible asset as of June 30, 2022.

The asset has not been placed into service and there have been no impairments related to the intangible asset as of September 30, 2022.

2 unchanged sentences

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 June 30, 2022 and December 31, 2021.

There were no shares of preferred stock issued and outstanding at September 30, 2022 and December 31, 2021.

The Company is authorized to issue 51,000,000,000 shares of common stock with a par value of $ 0.00001 per share;

3 unchanged sentences

Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers).

At June 30, 2022, the Company had 716,866,208 shares of Class A common stock and 429,706,298 shares of Class B common stock issued and outstanding.

The Company had 733,134,746 and 641,721,837 shares of Class A common stock issued and outstanding at September 30, 2022 and December 31, 2021, respectively.

The Company had 424,706,298 and 481,107,977 shares of Class B common stock issued and outstanding at September 30, 2022 and December 31, 2021, respectively.

(7) Derivative Liabilities

1 unchanged sentence

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 June 30, 2022 and December 31, 2021, respectively.

During the six months ended June 30, 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 June 30, 2022 and December 31, 2021, respectively.

The estimated fair value of the warrant liabilities was $ 8,447 and $ 65,678 at June 30, 2022 and December 31, 2021, respectively.

For the three and six months ended June 30, 2022, a gain of $ 22,808 and $ 57,231 , respectively, was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations.

Public warrants outstanding were 12,218,291 and 12,218,420 as of September 30, 2022 and December 31, 2021, respectively.

During the nine months ended September 30, 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 September 30, 2022 and December 31, 2021, respectively.

The estimated fair value of the warrant liabilities was $ 9,925 and $ 65,678 at September 30, 2022 and December 31, 2021, respectively.

For the three and nine months ended September 30, 2022, a $ 1,478 loss and $ 55,753 gain, respectively, was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations.

Public Warrants

13 unchanged sentences

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;

Under the agreement, the Sponsor was issued 5,162,314 earnout shares which were recorded as liabilities due to lock-up and price-based vesting conditions as follows:

• 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 unchanged sentence

• 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 $ 3,923 and $ 52,380 at June 30, 2022 and December 31, 2021, respectively.

For the three and six months ended June 30, 2022, a gain of $ 17,070 and $ 48,457 , respectively, was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations.

No earnout shares vested as of June 30, 2022.

The estimated fair value of the earnout shares liability was $ 5,076 and $ 52,380 at September 30, 2022 and December 31, 2021, respectively.

For the three and nine months ended September 30, 2022, a $ 1,153 loss and $ 47,304 gain, respectively, was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations.

No earnout shares subject to lock-up and price-based vesting have vested as of September 30, 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 Blackmore Sensors & Analytics, Inc.

The Company has outstanding awards granted under four equity compensation plans:

the 2021 Equity Incentive Plan (the “Plan”), the Legacy Aurora 2017 Equity Incentive Plan (the “2017 Plan”), the Blackmore Sensors & Analytics, Inc.

2016 Equity Incentive Plan (the “Blackmore Plan”), and the OURS Technology Inc 2016 Stock 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.

The Company assumed awards under the 2017 Plan, 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.

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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 June 30, 2022, 106,439,376 shares were available for grant under the Plan.

As of September 30, 2022, there were 82,078,448 shares available for grant under the Plan.

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.

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 six months ended June 30, 2022 is as follows:

Options outstanding

The exercise price of stock options granted under the Plan and 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.

Stock options generally vest over one to four years starting on the vesting commencement date 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 outstanding under the Blackmore Plan and the OURS Plan are not material.

Stock option activity under the Plan and the 2017 Plan was as follows:

Stock options outstanding

shares Weighted

2 unchanged sentences

79,644,550 $ 1.44

Granted 6,748,081 2.69

( 19,002,590 ) 0.63

( 4,144,285 ) 2.49

Balance, June 30, 2022

Balance, September 30, 2022

63,245,756 $ 1.75 7.1 $ 51,428

Exercisable, June 30, 2022

Exercisable, September 30, 2022

42,496,184 $ 1.32 6.4 $ 46,398

The compensation expense recognized for options for the six months ended June 30, 2022 and 2021 was $ 8,786 and $ 12,458 , respectively.

The unrecognized deferred compensation expense was $ 24,588 as of June 30, 2022 and will be recognized over an estimated weighted average amortization period of approximately 1.75 years.

Stock-based compensation recognized for stock options for the three months ended September 30, 2022 and 2021 was $ 4,011 and $ 5,835 , respectively.

Stock-based compensation recognized for stock options for the nine months ended September 30, 2022 and 2021 was $ 12,797 and $ 18,293 , respectively.

The unrecognized stock-based compensation related to unvested stock options was $ 28,932 as of September 30, 2022 and will be recognized over a weighted average period of 1.4 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 two separate vesting requirements:

RSUs granted under the 2017 Plan generally are subject to two vesting requirements:

(1) a time-based vesting requirement, and (2) a liquidity event.

1 unchanged sentence

The liquidity event vesting requirement was satisfied with the closing of the Merger in November 2021.

RSUs granted under the Plan generally are subject to time-based vesting.

Generally, the time-based vesting requirement is four years starting on the vesting commencement date (with a one-year cliff for new hire awards) except for retention grants which generally vest over one to two years .

RSU activity under the Plan and the 2017 Plan is as follows:

RSUs granted under the Plan generally are subject to a time-based vesting requirement.

Generally, the time-based vesting requirement is quarterly over one to four years starting on the vesting commencement date, with a one-year cliff vesting for new hire awards.

RSU activity under the Plan and the 2017 Plan was as follows:

Unvested RSUs outstanding

1 unchanged sentence

average grant

date fair value Aggregate Intrinsic value

date fair value

Balance, December 31, 2021

1 unchanged sentence

106,875,524 3.74

Released ( 14,141,974 ) 4.07

Vested ( 20,544,459 ) 4.31

( 12,611,734 ) 4.35

Balance, June 30, 2022

Balance, September 30, 2022

107,774,044 $ 3.86

Stock-based compensation related to RSUs granted to employees was $ 59,755 and $ 0 in six months ended June 30, 2022 and June 30, 2021, respectively.

The unrecognized deferred compensation expense for future years’ compensation expense related to unvested RSUs was approximately $ 343,161 at June 30, 2022.

Unrecognized deferred compensation will be recognized over an estimated weighted average amortization period of approximately 2.9 years.

Stock-based payments awarded by a related party

Stock-based compensation recognized for RSUs for the three months ended September 30, 2022 and September 30, 2021 was $ 32,665 and $ — , respectively.

Stock-based compensation recognized for RSUs for the nine months ended September 30, 2022 and September 30, 2021 was $ 92,420 and $ — , respectively.

The unrecognized stock-based compensation related to unvested RSUs was $ 351,610 at September 30, 2022 and will be recognized over a weighted average period of 2.8 years.

Related Party RSUs

Prior to the ATG acquisition, employees of ATG received grants of RSUs in the former ultimate parent company of ATG, which became a related party of the Company after the closing of the transaction.

3 unchanged sentences

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 six months ended June 30, 2022.

No unrecognized deferred compensation expense remains as of June 30, 2022.

Stock-based compensation recognized for related party RSUs for the three months ended September 30, 2022 and September 30, 2021 was $ 0 and $ 33,518 , respectively.

Stock-based compensation recognized for related party RSUs for the nine months ended September 30, 2022 and September 30, 2021 was $ 6,200 and $ 98,512 , respectively.

No unrecognized stock-based compensation remains for the related party RSUs as of September 30, 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 June 30, 2022.

Total stock-based compensation expense by function was as follows (in thousands):

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 September 30, 2022.

Total stock-based compensation expense by function was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2022 2021 2022 2021

5 unchanged sentences

(9) Income Taxes

An income tax benefit was recognized in the six months ended June 30, 2021 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of OURS Technology, Inc.

An income tax benefit was recognized in the nine months ended September 30, 2021 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of OURS Technology, Inc.

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 June 30, 2022, the Company’s operating leases had a weighted average remaining lease term of 8.5 years and a weighted average discount rate of 6.3 %.

Operating lease expense was $ 7,255 and $ 14,117 in the three and six months ended June 30, 2022, respectively, and was $ 5,942 and $ 12,012 in the three and six months ended June 30, 2021, respectively.

At September 30, 2022 and December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 8.9 years and 9.3 years, respectively, and a weighted average discount rate of 6.4 % and 6.2 %, respectively.

Operating lease expense was $ 6,853 and $ 20,970 in the three and nine months ended September 30, 2022, respectively, and was $ 7,051 and $ 19,063 in the three and nine months ended September 30, 2021, respectively.

(11) Commitments and Contingencies

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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 and six months ended June 30, 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 no matching contributions in the three and six months ended June 30, 2022 and 2021.

No material losses were recorded in the three and nine months ended September 30, 2022 and 2021.

(12) Supplemental Cash Flow Information

Non-cash investing and financing activities were as follows:

Six Months Ended

Nine Months Ended

September 30,

Noncash investing and financing activities:

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Non-cash acquisition

Cash paid for income taxes and interest were not significant in the six months ended June 30, 2022 and 2021.

Cash paid for income taxes and interest were not significant in the nine months ended September 30, 2022 and 2021.

(13) 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 and six months ended June 30, 2021 to reflect the Exchange Ratio from the Merger.

Three Months Ended June 30,

Class A Class B Class A Class B

$ ( 700,044 ) $ ( 454,133 ) $ ( 181,812 ) $ —

Net loss per share:

Basic and diluted

$ ( 1.02 ) $ ( 1.02 ) $ ( 0.34 ) $ —

Weighted average common shares outstanding - basic and diluted

686,055,230 445,057,782 541,133,301 —

Six Months Ended June 30,

Class A Class B Class A Class B

$ ( 726,124 ) $ ( 504,861 ) $ ( 370,431 ) $ —

Net loss per share:

Basic and diluted

$ ( 1.09 ) $ ( 1.09 ) $ ( 0.72 ) $ —

Weighted average common shares outstanding - basic and diluted

666,035,126 463,082,880 512,608,940 —

The Company computes earnings per share of common stock using the two-class method required for participating securities.

The participating securities did not impact the computation of earnings per share in the periods presented as no dividends were declared and the participating securities are not contractually obligated to share in losses.

Subsequent to the Merger, the Company has two classes of common stock with identical liquidation and dividend rights, Class A and Class B.

The net loss is allocated in a proportionate basis to each class of common stock and results in the same net loss per share.

Share amounts and net loss per share have been recast for the nine months ended September 30, 2021 to reflect the Exchange Ratio from the Merger.

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:

June 30, 2022 June 30, 2021

Class A Class B Class A Class B

September 30, 2022 September 30, 2021

Redeemable convertible preferred stock

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64,655,088 85,270,695

Restricted stock

Restricted stock units

107,873,058 36,838,825

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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 six months ended June 30, 2021.

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 nine months ended September 30, 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 became a related party of the Company subsequent to the ATG acquisition.

The net related party liability was paid during the six months ended June 30, 2021.

The net related party liability was paid during the nine months ended September 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 six months ended June 30, 2022 from Uber and its affiliates.

During the three and six months ended June 30, 2022, the Company recognized operating expenses of $ 1,150 and $ 4,058 , respectively, related to the transition service agreement and ongoing operating services provided by Uber and its affiliates.

During the three and six months ended June 30, 2021, the Company recognized operating expense of $ 1,415 and $ 3,087 , respectively, related to the transition service agreement provided by Uber and its affiliates.

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 nine months ended September 30, 2022 from Uber and its affiliates.

During the three and nine months ended September 30, 2022, the Company recognized operating expenses of $ 3,422 and $ 7,480 , respectively, related to the transition service agreement and ongoing operating services provided by Uber and its affiliates.

During the three and nine months ended September 30, 2021, the Company recognized operating expense of $ 1,363 and $ 4,450 , respectively, related to the transition service agreement provided by Uber and its affiliates.

The term of the transition service agreement expired during the first quarter of 2022.

At June 30, 2022 and December 31, 2021, the Company recorded related party payables to Uber and its affiliates of $ 950 and $ 540 , respectively.

At June 30, 2022 and December 31, 2021, the Company recorded related party receivables from Uber and its affiliates of $ 0 and $ 10,726 , respectively.

At September 30, 2022 and December 31, 2021, the Company recorded related party payables to Uber and its affiliates of $ 3,326 and $ 540 , respectively.

At September 30, 2022 and December 31, 2021, the Company recorded related party receivables from Uber and its affiliates of $ 0 and $ 10,726 , respectively.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements