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 March 31, 2023

☐ 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

98-1628701

(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 May 12, 2023, there were 2,048,838 Class A ordinary shares and 6,950,072 Class B ordinary shares of the registrant issued and outstanding.

Table of Contents

AURORA ACQUISITION CORP.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3

Item 1.	Condensed Financial Statements	3

	Unaudited Condensed Balance Sheet as of March 31, 2023 and Audited Condensed Balance Sheet December 31, 2022	3

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and March 31, 2022	4

	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2023 and March 31, 2022	5

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and March 31, 2022	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION		38

Item 1.	Legal Proceedings.	38

Item 1a.	Risk Factors.	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	39

Item 3.	Defaults Upon Senior Securities.	39

Item 4.	Mine Safety Disclosures.	39

Item 5.	Other Information.	39

Item 6.	Exhibits.	40

SIGNATURES		42

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

AURORA ACQUISITION CORP.

UNAUDITED AND AUDITED CONDENSED BALANCE SHEETS


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash	$	991,566	$	285,307
Prepaid expenses and other current assets		52,500		133,876
Total Current Assets		1,044,066		419,183
Cash held in Trust Account		21,124,955		282,284,619
Total Assets	$	22,169,021	$	282,703,802

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued offering costs	$	5,817,528	$	4,711,990
Related party loans		412,395		2,812,395
Deferred credit liability		11,250,000		7,500,000
Total Current Liabilities		17,479,923		15,024,385
Warrant Liability		733,739		472,512
Total Liabilities		18,213,662		15,496,897

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption, 212,598 and 24,300,287 shares at redemption value of $10.26 and $10.15 per share as of March 31, 2023 and December 31, 2022		2,181,658		246,628,487
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; 1,836,240 and 3,500,000 shares issued and outstanding (excluding 212,598 and 24,300,287 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022		184		350
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,950,072 and 6,950,072 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		695		695
Additional paid-in capital		74,805		18,389,006
Retained earnings		1,698,017		2,188,367
Total Shareholders’ Equity		1,773,701		20,578,418
Total Liabilities and Shareholders’ Equity	$	22,169,021	$	282,703,802

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

AURORA ACQUISITION CORP.

UNAUDITED STATEMENTS OF OPERATIONS


	Three Months		Three Months
	Ended		Ended
	March 31, 2023		March 31, 2022
Formation and operating costs	$	1,830,656	$	1,091,289
Loss from operations		(1,830,656)		(1,091,289)
Other income (expense):
Interest earned on marketable securities held in Trust Account		1,963,928		23,262
Change in fair value of warrants		(261,227)		2,078,067
Net income (loss)	$	(127,955)	$	1,010,040
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption		14,951,315		24,300,287
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	(0.01)	$	0.03
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock		9,784,592		10,450,072
Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B Common Stock	$	(0.01)	$	0.03

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

AURORA ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDING MARCH 31, 2023 AND MARCH 31, 2022

	Class A			Class B							Total
	Ordinary			Ordinary			Additional		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Paid in Capital		Deficit		Equity
Balance - January 1, 2023	3,500,000	$	350	6,950,072	$	695	$	18,389,006	$	2,188,367	$	20,578,418
Interest adjustment to redemption value	—		—	—		—		(1,676,767)		—		(1,676,767)
Redemption of Class A ordinary shares	(1,663,760)		(166)	—		—		(16,637,434)		(362,395)		(16,999,995)
Net loss	—		—	—		—		—		(127,955)		(127,955)
Balance - March 31, 2023	1,836,240	$	184	6,950,072	$	695	$	74,805	$	1,698,017	$	1,773,701

Class A

Class B

Total

Ordinary

Additional

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Paid in Capital

Deficit

Equity

Balance - January 1, 2022

3,500,000

350

6,950,072

695

13,692,181

(6,547,175)

7,146,051

Net income

—

1,010,040

Balance - March 31, 2022

3,500,000

350

6,950,072

695

13,692,181

(5,537,135)

8,156,091

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

AURORA ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDING MARCH 31, 2023 AND MARCH 31, 2022


	Three Months Ended		Three Months Ended
	March 31, 2023		March 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$	(127,955)	$	1,010,040
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,963,928)		—
Change in fair value of warrant liability		261,227		(2,078,067)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		81,376		108,125
Accounts receivable		—		14,240
Accounts payable and accrued offering costs		1,105,539		567,745
Deferred credit liability		3,750,000		—
Net cash used in operating activities

SEC Form 10-Q filed by Aurora Acquisition Corp.