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, 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

N/A

(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 21, 2021, there were 27,800,287 shares of Class A common stock and 7,200,000 shares of Class B common stock of the registrant issued and outstanding.

		Page

PART 1 – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	3

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

	Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2021	4

	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2021	5

	Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Control and Procedures	28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

SIGNATURES		31


	March 31, 2021		December 31,
	(Unaudited)		2020
ASSETS
Current assets:
Cash	$	1,999,935	$	—
Prepaid expenses and other current assets		1,250		5,000
Total Current Assets		2,001,185		5,000
Cash held in Trust Account		278,002,870		—
Deferred offering cost		—		557,663
Total Assets	$	280,004,055	$	562,663

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accrued offering costs	$	449,841	$	531,947
Promissory note with related party loans		212,295		25,716
Accrued expenses		13,952		—
Total Current Liabilities		676,088		557,663
Warrant Liability		16,753,883		—
Deferred underwriting fee payable		8,505,100		—
Total Liabilities		25,935,071		557,663

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 24,300,287 shares		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)		350		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,200,000 shares issued and outstanding		720		720
Additional paid-in capital		28,236,868		24,280
Accumulated deficit		(2,254,911)		(20,000)
Total Shareholders’ Equity		25,983,027		5,000
Total Liabilities and Shareholder’s Equity	$	280,004,055	$	562,663


	Three Months Ended
	March 31,
	2021 (Unaudited)
Formation and operating costs	$	98,419
Loss from operations		(98,419)

Change in fair value of warrants		(1,836,968)
Offering costs allocated to warrants liability		(299,524)
Net income (loss)	$	(2,234,911)
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption		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		7,218,327
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock	$	(0.31)


	Class A			Class B			Additional				Total
	Ordinary			Ordinary			Paid in		Accumulated		Shareholders
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance – December 31, 2020	—	$	—	6,625,000	$	662	$	24,338.00	$	(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	$	(2,234,911)	$	25,983,027


	Three Months
	Ended March 31,
	2021 (Unaudited)
Cash Flows from Operating Activities:
Net loss	$	(2,234,911)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		3,750
Change in fair value of warrant liability		1,836,968
Offering cost allocated to warrant liability		299,523
Accrued expenses		13,952
Net cash used in operating activities		(80,718)

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		80,653
Net cash provided by financing activities		280,083,523

Net Change in Cash		1,999,935
Cash — Beginning of period		—
Cash — End of period	$	1,999,935

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Deferred Offering Costs	$	475,557
Proceeds from Promissory Note with 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


Balance sheet as of March 8, 2021	As Previously Reported	Adjustments	As Restated
Warrant Liability	—	13,882,167.00	13,882,167.00
Common Stock Subject to Possible Redemption	220,000,000.00	(13,882,167.00)	206,117,833.00
Additional Paid in Capital	28,432,458.00	272,651.91	28,705,109.91
Accumulated Deficit	(40,326.00)	(272,651.91)	(312,977.91)


	Three Months
	Ended March 31,
	2021
Class A Common Stock subject to possible redemption
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption
Net earnings attributable to Class A Common Stock subject to possible redemption	$	—

Denominator: Weighted average Class A Common Stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption		24,300,287
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption	$	0.00

Non-Redeemable Class A and Class B Common Stock
Numerator: Net loss minus net earnings
Net loss	$	(2,234,911)
Less: Net earnings attributable to Class A Common Stock subject to possible redemption		—
Non-redeemable net loss	$	(2,234,911)

Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock		7,218,327
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock	$	(0.31)


	At March 8, 2021		As of March 31,
	(Initial Measurement)		2021
Stock price	10.02		10.35
Strike price	11.50		11.50
Probability of completing a Business Combination	90.0	%	90.0	%
Expected life of the option to convert (in years)	5.5		5.5
Volatility	15	%	15	%
Risk-free rate	0.96	%	1.04	%
Fair value of warrants	0.86		1.00


	At March 8, 2021
	(Initial Measurement)	As of March 31, 2021
Stock price	10.02	10.02
Strike price	11.50