What changed in this filing

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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-03-11 · 53 added, 33 removed, 104 unchanged (45% of the section changed)

1 unchanged sentence

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.

Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, 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, 2022.

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.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Company’s assessment, management has determined that its internal controls over financial reporting were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2022 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

Other Information.

16 unchanged sentences

The information set forth in the Proxy Statement is incorporated herein by reference.

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.

Exhibit and Financial Statement Schedules.

(a) Documents filed as part of this report are as follows:

(1) All Financial Statements:

Refer to the “Index to Consolidated Financial Statements” included 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.

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included under Part II, Item 8 of this Form 10-K.

(3) Exhibits:

14 unchanged sentences

8-K 001-40216 4.1 November 4, 2021

4.2 Specimen Warrant Certificate

4.2 Specimen Warrant Certificate (included in Exhibit 4.3)

8-K 001-40216 4.1 March 18, 2021

2 unchanged sentences

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

10-K 001-40216 4.4 March 11, 2022

4.5 Description of Capital Stock

3 unchanged sentences

8‑K 001-40216 10.3 July 15, 2021

Incorporated by reference Filed or Furnished Herewith

Description Form File No.

10.3 Form of Company Holders Support Agreement (Voting and Support Agreement)

9 unchanged sentences

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

10.8# Employee Incentive Compensation Plan

16 unchanged sentences

10.14# Outside Director Compensation Policy

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

10-K 001-40216 10.15 March 11, 2022

10.15# Amendment to Stock Option Agreement

8-K 001-40216 10.1 June 17, 2022

10.16# Confirmatory Employment Letter between the Registrant and Chris Urmson, dated March 15, 2022

8-K 001-40216 10.1 March 17, 2022

10.17# Confirmatory Employment Letter between the Registrant and Richard Tame, dated March 15, 2022

8-K 001-40216 10.2 March 17, 2022

10.18# Confirmatory Employment Letter between the Registrant and Nolan Shenai, dated December 13, 2022

10.19# Employment Letter between the Registrant and Ossa F.

Fisher, dated December 29, 2022

8-K 001-40216 10.1 January 30, 2023

21.1 List of Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (included in the signature page to this Annual Report on Form 10-K)

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.

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.

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.

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.

31.1 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer

31.2 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer

32.1* Section 1350 Certification of Principal Executive Officer

32.2* Section 1350 Certification of Principal Financial Officer

101.INS Inline XBRL Instance Document X

Incorporated by reference Filed or Furnished Herewith

Description Form File No.

101.SCH Inline XBRL Taxonomy Extension Schema Document X

7 unchanged sentences

# Indicates management contract or compensatory plan or arrangement.

* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Aurora Innovation, Inc.

under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary.

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.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 21, 2023 Aurora Innovation, Inc.

/s/ Chris Urmson

1 unchanged sentence

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chris Urmson, Richard Tame and Nolan Shenai, 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

Name Title Date

/s/ Chris Urmson Chairman and Chief Executive Officer February 21, 2023

Chris Urmson (Principal Executive Officer)

/s/ Richard Tame Chief Financial Officer March 11, 2022

/s/ Richard Tame Chief Financial Officer February 21, 2023

Richard Tame (Principal Financial and Accounting Officer)

/s/ Sterling Anderson Director March 11, 2022

/s/ Sterling Anderson Director February 21, 2023

Sterling Anderson

/s/ Brittany Bagley Director March 11, 2022

/s/ Brittany Bagley Director February 21, 2023

Brittany Bagley

/s/ Carl Eschenbach Director March 11, 2022

/s/ Carl Eschenbach Director February 21, 2023

Carl Eschenbach

/s/ Reid Hoffman Director March 11, 2022

/s/ Claire Hughes Johnson Director March 11, 2022

/s/ Reid Hoffman Director February 21, 2023

/s/ Claire Hughes Johnson Director February 21, 2023

Claire Hughes Johnson

/s/ Dara Khosrowshahi Director March 11, 2022

/s/ Dara Khosrowshahi Director February 21, 2023

Dara Khosrowshahi

/s/ Michelangelo Volpi Director March 11, 2022

/s/ Michelangelo Volpi Director February 21, 2023

Michelangelo Volpi

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-K

Item 9A. Controls and Procedures