aur-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-40216

Aurora Innovation, Inc.

(Exact name of registrant as specified in its charter)


Delaware						98-1562265
State or other jurisdiction of incorporation or organization						(I.R.S. Employer Identification No.)

1654 Smallman St., Pittsburgh, Pennsylvania						15222
(Address of principal executive offices)						(Zip Code)

(888) 583-9506

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.00001 per share	AUR	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AUROW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of June 30, 2023, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $1,228,710,507.

The registrant had outstanding 1,185,656,272 shares of Class A common stock and 366,869,709 shares of Class B common stock as of May 14, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report on Form 10-K/A incorporates by reference information from certain portions of the Registrant’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 5, 2024.


		Page









PART II




Item 8.	Financial Statements and Supplementary Data.	1

Item 9A.	Controls and Procedures.	26










PART IV
Item 15.	Exhibit and Financial Statement Schedules.	27


Signatures		28


Index to Consolidated Financial Statements			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)			2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185)			4
Consolidated Balance Sheets			5
Consolidated Statements of Operations			6
Consolidated Statements of Comprehensive Loss			7
Consolidated Statements of Stockholders’ Equity			8
Consolidated Statements of Cash Flows			9
Notes to Consolidated Financial Statements			10


	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	501	$	262
Short-term investments	699		839
Other current assets	17		17
Total current assets	1,217		1,118
Property and equipment, net	94		91
Operating lease right-of-use assets	122		138
Acquisition related intangible assets	617		618

Long-term investments	148		—
Other assets	37		36
Total assets	$	2,235	$	2,001
Liabilities and Stockholders’ Equity
Current liabilities:
Operating lease liabilities, current	$	15	$	13
Other current liabilities	96		70
Total current liabilities	111		83
Operating lease liabilities, long-term	107		123
Derivative liabilities	24		4
Other liabilities	8		7
Total liabilities	250		217
Commitments and contingencies
Stockholders’ equity:
Common stock - $0.00001 par value, 51,000 shares authorized, 1,529 and 1,166 shares issued and outstanding, respectively	—		—
Additional paid-in capital	5,594		4,600
Accumulated other comprehensive loss	1		(2)
Accumulated deficit	(3,610)		(2,814)
Total stockholders’ equity	1,985		1,784
Total liabilities and stockholders’ equity	$	2,235	$	2,001


	Twelve Months Ended December 31,
		2023		2022		2021
Collaboration revenue		$	—	$	68	$	82
Operating expenses:
Research and development		716		677		697
Selling, general and administrative		119		129		116
Goodwill impairment		—		1,114		—
Total operating expenses		835		1,920		813
Loss from operations		(835)		(1,852)		(731)
Other income (expense):
Change in fair value of derivative liabilities		(20)		114		(20)
Other income (expense), net		59		15		(9)
Loss before income taxes		(796)		(1,723)		(760)
Income tax benefit		—		—		(5)
Net loss		$	(796)	$	(1,723)	$	(755)

Basic and diluted net loss per share		$	(0.60)	$	(1.51)	$	(1.22)
Basic and diluted weighted-average shares outstanding		1,327		1,143		621


	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	$	763	279	$	—	$	59	$	—	$	(336)	$	(277)
Issuance of Series U-1 redeemable convertible preferred stock at $9.06 per share for acquisitions	110	1,000		—	—		—		—		—		—
Issuance of Series U-2 redeemable convertible preferred stock at $9.06 per share, net of issuance costs of $2	45	398		—	—		—		—		—		—
Equity issued for acquisitions	—	—		258	—		946		—		—		946
Conversion of redeemable convertible preferred stock into common stock with the Merger	(445)	(2,161)		445	—		2,161		—		—		2,161
Issuance of common stock upon the Merger, net of issuance costs	—	—		129	—		1,041		—		—		1,041
Equity issued under incentive compensation plans	—	—		12	—		4		—		—		4
Stock-based compensation	—	—		—	—		222		—		—		222
Comprehensive loss	—	—		—	—		—		—		(755)		(755)
Balance as of December 31, 2021	—	—		1,123	—		4,433		—		(1,091)		3,342
Equity issued under incentive compensation plans	—	—		43	—		11		—		—		11
Stock-based compensation	—	—		—	—		156		—		—		156
Comprehensive loss	—	—		—	—		—		(2)		(1,723)		(1,725)
Balance as of December 31, 2022	—	—		1,166	—		4,600		(2)		(2,814)		1,784
Equity issued under incentive compensation plans	—	—		57	—		6		—		—		6
Issuance of common stock in the Private Placement, net of issuance costs	—	—		222	—		584		—		—		584
Issuance of common stock in the Public Offering, net of issuance costs	—	—		84	—		244		—		—		244
Stock-based compensation	—	—		—	—		160		—		—		160
Comprehensive loss	—	—		—	—		—		3		(796)		(793)
Balance as of December 31, 2023	—	$	—	1,529	$	—	$	5,594	$	1	$	(3,610)	$	1,985


			Shares
Aurora common stock, prior to redemptions			98
Less: Redemption of Aurora common stock			(76)
Aurora common stock, net of redemptions			22
Sponsor shares including Earnout Shares			7
PIPE Investment			100
Total shares of Aurora common stock, prior to the Merger			129
Shares issued in exchange in the Merger			995
Total shares of Aurora common stock, subsequent to the Merger			1,124


	Fair Value
Cash and cash equivalents	$	311
Property and equipment, net	63
Operating lease right-of-use assets	42
Acquisition related intangible assets	546
Goodwill	1,060
Related party payable	(47)
Operating lease liabilities	(40)
Other assets and (liabilities), net	(19)
Total	$	1,916


	Fair Value
Cash	$	16
Stock consideration	24
Assumed liabilities related to third-party expenses	1
Total fair value of consideration transferred	$	41


	As of				As of
	December 31, 2022		Goodwill impairment		December 31, 2023
Goodwill	$	1,114	$	—	$	1,114
Accumulated impairment loss	(1,114)		—		(1,114)
Carrying amount of goodwill	$	—	$	—	$	—


		As of
	Fair value level	December 31, 2023		December 31, 2022
Cash and cash equivalents:
Bank deposits	Level 1	$	—	$	1
Money market funds	Level 1	220		204
U.S. Treasury securities	Level 2	251		57
Commercial Paper	Level 2	30		—
Total cash and cash equivalents		$	501	$	262
Short-term and long-term investments:
U.S. Treasury securities	Level 2	$	769	$	839
Commercial Paper	Level 2	54		—
Corporate Bonds and Notes	Level 2	24		—
Total short-term and long-term investments		$	847	$	839


	As of December 31, 2023
	Amortized cost		Unrealized gains		Fair value
U.S. Treasury securities	$	768	$	1	$	769
Commercial Paper	54

SEC Form 10-K/A filed by Aurora Innovation Inc. (Amendment)