UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

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

For the transition period from to

AURORA ACQUISITION CORP .

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40143

[●]

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

20 North Audley Street

London W1K 6LX

United Kingdom

(Address of Principal Executive Offices, including zip code)

+44(0)20 3931 9785

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share and one-quarter of one redeemable warrant	AURCU	The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share	AURC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AURCW	The Nasdaq Stock Market LLC

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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


☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of [July 23, 2021], there were 27,800,287 shares of Class A common stock and 6,950,072 shares of Class B common stock of the registrant issued and outstanding.

		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements

	Condensed Balance Sheets as of June 30, 2021(Unaudited) and December 31, 2020	3

	Unaudited Condensed Statement of Operations for the Three and Six Months Ended June 30, 2021	4

	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021	5

	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Control and Procedures	24

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28


	June 30, 2021		December 31,
	(Unaudited)		2020
ASSETS
Current assets:
Cash	$	243,972	$	—
Prepaid expenses and other current assets		742,923		5,000
Total Current Assets		986,895		5,000
Cash held in Trust Account		278,005,993		—
Deferred offering cost		—		557,663
Total Assets	$	278,992,888	$	562,663

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued offering costs	$	412,947	$	531,947
Related party loans		462,295		25,716
Total Current Liabilities		875,242		557,663
Warrant Liability		20,951,948		—
Deferred underwriting fee payable		8,505,100		—
Total Liabilities		30,332,290		557,663

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of June 30, 2021 and December 31, 2020, respectively		228,085,957		—

Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,500,000 shares issued and outstanding (excluding 24,300,287 shares subject to possible redemption) as of June 30, 2021		350		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,950,072 and 7,200,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		695		720
Additional paid-in capital		28,236,893		24,280
Accumulated deficit		(7,663,297)		(20,000)
Total Shareholders’ Equity		20,574,641		5,000
Total Liabilities and Shareholder’s Equity	$	278,992,888	$	562,663


	Six Months Ended		Three Months Ended
	June 30, 2021		June 30, 2021
	(Unaudited)		(Unaudited)
Formation and operating costs	$	1,311,862	$	1,213,442
Loss from operations		(1,311,862)		(1,213,442)

Other income (expense):
Interest earned (expense) on marketable securities held in Trust Account		3,123		3,123
Change in fair value of warrants		(6,035,035)		(4,198,067)
Offering costs allocated to warrants liability		(299,523)		—
Net loss	$	(7,643,297)	$	(5,408,386)
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption		24,300,287		24,300,287
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	—	$	—
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock		8,729,045		7,544,201
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock	$	(0.88)	$	(0.72)


	Class A			Class B							Total
	Ordinary			Ordinary			Additional		Accumulated		Shareholders
	Shares	Amount		Shares	Amount		Paid in Capital		Deficit		Equity
Balance – December 31, 2020	—	$	—	6,625,000	$	662	$	24,338	$	(20,000)	$	5,000

Stock Dividend of Class B ordinary shares to Sponsor	—		—	575,000		58		(58)		—		—

Sale of 24,300,287 Units, net of underwriting discounts and offering expenses	24,300,287		2,430	—		—		214,436,408		—		214,438,838

Sale of 3,500,000 Private Placement Units	3,500,000		350	—		—		34,999,650		—		35,000,000

Sale of Private Placement Warrants	—		—	—		—		6,860,057		—		6,860,057

Ordinary shares subject to redemption	(24,300,287)		(2,430)	—		—		(228,083,527)		—		(228,085,957)

Net loss	—		—	—		—		—		(2,234,911)		(2,234,911)

Balance – March 31, 2021	3,500,000	$	350	7,200,000	$	720	$	28,236,868	$	(2,254,911)	$	25,983,027

Surrender and cancellation of Founder Shares				(249,928)		(25)		25

Net loss										(5,408,386)		(5,408,386)

Balance - June 30, 2021	3,500,000	$	350	6,950,072	$	695	$	28,236,893	$	(7,663,297)	$	20,574,641


	Six Months
	Ended June 30,
	2021 (Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(7,643,297)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		6,035,035
Offering cost allocated to warrant liability		299,523
Interest earned on investments held in Trust Account		(3,123)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(737,923)
Accounts payable and accrued offering costs		(36,896)
Net cash used in operating activities		(2,086,681)

Cash Flows from Investing Activities
Investment of cash into Trust Account		(278,002,870)
Net cash used in investing activities		(278,002,870)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		238,142,813
Proceeds from sale of Private Placement Units		35,000,000
Proceeds from sale of Private Placement Warrants		6,860,057
Proceeds from promissory note – related party		330,653
Net cash provided by financing activities		280,333,523

Net Change in Cash		243,972
Cash — Beginning of period		—
Cash — End of period	$	243,972

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Deferred Offering Cost	$	557,663
Proceeds from Related Party for Offering Cost	$	105,927
Class A ordinary share subject to possible redemption	$	228,085,957
Initial Classification of Warrant liability	$	14,916,913
Deferred underwriting fee payable	$	8,505,100

SEC Form 10-Q filed by Aurora Acquisition Corp.