Delaware
|
7373
|
98-1562265
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☒
|
|
Smaller reporting company
|
|
☐
|
|
|
Emerging growth company
|
|
☒
|
CALCULATION OF REGISTRATION FEE
|
||||||||
|
||||||||
|
||||||||
Title of Each Class of
Securities to be Registered |
|
Amount to be
Registered |
|
Proposed Maximum
Offering Price Per Share |
|
Proposed Maximum
Aggregate Offering Price |
|
Amount of
Registration Fee |
Class A Common Stock, par value $0.00001 per share
(1)(2)
|
|
234,985,915
|
|
$9.94
(7)
|
|
$2,335,759,995.10
(7)
|
|
$216,524.95
|
Class A Common Stock, par value $0.00001 per share
(1)(3)
|
|
247,498,882
|
|
$9.94
(7)
|
|
$2,460,138,887.08
(7)
|
|
$228,054.88
|
Class A Common Stock, par value $0.00001 per share
(1)(4)
|
|
399,468,805
|
|
$9.94
(7)
|
|
$3,970,719,921.70
(7)
|
|
$368,085.74
|
Warrants to purchase Class A Common Stock
(1)(5)
|
|
8,900,000
|
|
$—
|
|
$—
|
|
$—
(8)
|
Class A Common Stock, par value $0.00001 per share
(1)(5)
|
|
8,900,000
|
|
$9.94
(7)
|
|
$88,466,000.00
|
|
$8,200.80
|
Class A Common Stock, par value $0.00001 per share
(1)(6)
|
|
12,218,750
|
|
$9.94
(7)
|
|
$121,454,375.00
(7)
|
|
$11,258.82
|
Total
|
|
|
|
|
|
|
|
$816,794.93
(9)
|
|
||||||||
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
(2)
|
Consists of (A) 234,560,193 shares of Class A Common Stock issuable by us upon conversion of Class B Common Stock held by certain of our stockholders (the
“Non-Affiliate
Conversion Stock”) and (B) an aggregate of 425,722 shares of the Registrant’s Class A Common Stock issuable upon the exercise of certain outstanding options to purchase Class A Common Stock held by individuals who terminated their employment with Aurora Innovation, Inc. prior to the closing of business combination among Reinvent Technology Partners Y, Aurora Innovation, Inc. and RTPY Merger Sub Inc. (the “Former Employee Options”), which are registered for issuance on this Registration Statement
|
(3)
|
Consists of (A) 246,547,784 shares of Class A Common Stock issuable by us upon conversion of Class B Common Stock held by certain of our stockholders (the “Affiliate Conversion Stock”) and (B) 951,098 shares of Class A Common Stock issuable upon the exercise of certain outstanding options to purchase Class A Common Stock (the “Affiliate Options”) and vesting of certain restricted stock units for Class A Common Stock held by certain of our affiliates and their affiliated entities (the “Affiliate RSUs” and together with the Affiliate Options, the “Affiliate Equity Stock”), which are registered for issuance and resale on this Registration Statement.
|
(4)
|
Consists of an aggregate of 399,468,805 shares of the Registrant’s Class A Common Stock registered for resale on this Registration Statement, including (A) 4,029,344 shares of Class A Common Stock beneficially owned by certain of our affiliates (the “Affiliate Class A Stock”), (B) 6,883,086 shares of Class A Common Stock beneficially owned by Reinvent Sponsor Y LLC (the “Sponsor Stock”), (C) 100,000,000 shares of Class A Common Stock purchased at Closing by a number of subscribers pursuant to separate PIPE Subscription Agreements (the “PIPE Shares”), and (D) 288,556,375 shares of Class A Common Stock beneficially owned by certain stockholders who have been granted registration rights (the “Registration Rights Shares”). These shares are registered for resale on this Registration Statement.
|
(5)
|
Refers to (A) 8,900,000 warrants that were purchased by the Sponsor in connection with the RTPY IPO in a private placement (the “ Private Placement Warrants”) registered for resale on this Registration Statement and (B) 8,900,000 shares of the Registrant’s Class A Common Stock issuable upon exercise of the Private Placement Warrants registered for issuance and resale on this Registration Statement. Each Private Placement Warrant is exercisable for one share of the Registrant’s Class A Common Stock at a price of $11.50 per share, subject to adjustment.
|
(6)
|
Consists of 12,218,750 shares of the Registrant’s Class A Common Stock issuable upon exercise of public warrants that were issued to stockholders in connection with the RTPY IPO Private Placement Warrants, which are registered for issuance on this Registration Statement. Each Public Warrant is exercisable for one share of the Registrant’s Class A Common Stock at a price of $11.50 per share, subject to adjustment.
|
(7)
|
Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the average of the high and low prices of the Registrant’s Class A Common Stock quoted on the Nasdaq Capital Market on November 2, 2021.
|
(8)
|
Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the Warrants and the entire fee is allocated to the underlying Class A Common Stock.
|
(9)
|
Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this Registration Statement by $15,330.26, which represents the portion of the registration fee paid with respect to securities that had previously been included in the Registrant’s registration statement on Form
S-1,
as amended (Registration Statement
No. 333-253075),
which was originally filed with the Securities and Exchange Commission on February 12, 2021 and was declared effective by the Securities and Exchange Commission on March 15, 2021.
|
PRELIMINARY PROSPECTUS
|
|
Subject to Completion
|
|
November 5, 2021
|
Page
|
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120 | ||||
125 | ||||
140 | ||||
141 | ||||
145 | ||||
149 | ||||
149 | ||||
150 | ||||
F-1
|
• |
the Company’s ability to recognize anticipated benefits of the Merger, which may be affected by, among other things, the ability of the Company to grow and manage growth profitably following the Closing;
|
• |
the projected financial information, including but not limited to assumptions around vehicle miles traveled, market penetration and pricing;
|
• |
our estimated total addressable market, the market for autonomous vehicles, and our market position;
|
• |
the ability to maintain the listing of our Class A Common Stock and warrants on Nasdaq;
|
• |
our ability to raise financing in the future;
|
• |
our ability to effectively manage our growth and future expenses;
|
• |
the sufficiency of our cash and cash equivalents to meet our operating requirements;
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
|
• |
the impact of the regulatory environment and complexities with compliance related to such environment;
|
• |
our ability to successfully collaborate with business partners;
|
• |
our ability to obtain, maintain, protect and enforce our intellectual property;
|
• |
the impact of the
COVID-19
pandemic; and
|
• |
other factors detailed under the section entitled “
Risk Factors
|
• |
Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology, and if we cannot successfully overcome those challenges or do so on a timely basis, our ability to grow our business will be negatively impacted.
|
• |
We are an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.
|
• |
Aurora’s limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
|
• |
Aurora operates in a highly competitive market and some market participants have substantially greater resources. If one or more of our competitors commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, it could materially and adversely affect our business, prospects, financial condition and results of operations.
|
• |
It is possible that our technology will have more limited performance or may take us longer to complete than is currently projected. This could materially and adversely affect our addressable markets, commercial competitiveness, and business prospects.
|
• |
We expect that our business model will become less capital intensive as we transition our business to our Driver as a Service model and if that transition is delayed or does not occur, we will require significant additional capital investment to run our business.
|
• |
Our services and technology may not be accepted and adopted by the market at the pace we expect or at all.
|
• |
We may experience difficulties in managing our growth and expanding our operations.
|
• |
Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders.
|
• |
We are highly dependent on the services of our senior management team and, specifically, our Chief Executive Officer, and if we are not successful in retaining our senior management team and, in particular, our Chief Executive Officer, and in attracting or retaining other highly qualified personnel, we may not be able to successfully implement our business strategy.
|
• |
It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model. This could significantly hinder our ability to generate a commercially viable product and adversely affect our business prospects.
|
• |
As part of growing our business, we have in the past and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, it could materially and adversely affect our business, prospects, financial condition and results of operations, and our stock price could decline
|
• |
Our operating and financial results projections rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate.
|
• |
Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.
|
• |
Our future insurance coverage may not be adequate to protect us from all business risks.
|
• |
Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships.
|
• |
Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals of our technology could have a material adverse effect on our business, financial condition and results of operation.
|
• |
Despite the actions we are taking to defend and protect our intellectual property, we may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly.
|
• |
The dual class structure of Aurora common stock has the effect of concentrating voting control with the Aurora Founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.
|
• |
The Aurora projected financial information considered by RTPY prior to the Business Combination may not be realized, which may adversely affect the market price of our stock.
|
• |
exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting;
|
• |
exemption from compliance with the requirement of the Public Company Accounting Oversight Board, or PCAOB, regarding the communication of critical audit matters in the auditor’s report on the financial statements;
|
• |
reduced disclosure about our executive compensation arrangements; and
|
• |
exemption from the requirement to hold
non-binding
advisory votes on executive compensation or golden parachute arrangements.
|
Non-Affiliate
Conversion Stock
|
234,560,193 shares |
Former Employee Options
|
425,722 shares |
Shares of our Class A Common Stock issuable upon exercise of the Public Warrants
|
12,218,750 shares |
Use of Proceeds
|
We will receive up to an aggregate of approximately $244.1 million from the exercise of all Warrants, assuming the exercise in full of such Warrants for cash and from the exercise of the Former Employee Options and Affiliate Options. We expect to use the net proceeds from the exercise of the Warrants, the Former Employee Options for general corporate purposes. See the section of this prospectus titled “
Use of Proceeds
|
Shares of Class A Common Stock offered by the Selling Securityholders hereunder (representing the Affiliate Conversion Stock and Affiliate Equity Stock
|
247,498,882 shares |
Shares of our Class A Common Stock issuable upon exercise of the Private Placement Warrants
|
8,900,000 shares |
Shares of Class A Common Stock offered by the Selling Securityholders hereunder (representing the Affiliate Class A Stock, Sponsor Stock, PIPE Shares and Registration Rights Shares)
|
399,468,805 shares |
Warrants Offered by the Selling Securityholders hereunder (representing the Private Placement Warrants)
|
8,900,000 warrants |
Exercise Price of the Warrants
|
$11.50 per share, subject to adjustment as described herein. |
Redemption
|
The warrants are redeemable in certain circumstances. See the section of this prospectus titled “
Description of Capital Stock–Warrants
|
Use of Proceeds
|
We will not receive any proceeds from the sale of our Class A Common Stock and Warrants offered by the Selling Securityholders under this prospectus (the “Securities”). See the section of this prospectus titled “
Use of Proceeds
|
Risk Factors
|
See the section titled “
Risk Factors
|
Nasdaq Symbol
|
“AUR” for our Class A Common Stock and “AUROW” for our Warrants. |
Lock-Up
Restrictions
|
Of the 903,072,352 shares of Class A Common Stock that may be offered or sold by Selling Securityholders identified in this prospectus, 802,952,352 of those shares (the
“Lock-Up
Shares”), which include shares of Class A Common Stock issuable upon the exercise or vesting of outstanding equity awards and upon conversion of Class B Common Stock, are subject to certain
lock-up
restrictions, pursuant to our bylaws and/or other agreements further described in the section titled “
Certain Relationships and Related Person Transactions
|
• |
achieving sufficiently safe self-driving system performance as determined by us, government & regulatory agencies, our partners, customers, and the general public;
|
• |
finalizing self-driving system design, specification, and vehicle integration;
|
• |
successfully completing system testing, validation, and safety approvals;
|
• |
obtaining additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;
|
• |
receiving performance by third parties that supports our R&D and commercial activities;
|
• |
preserving core intellectual property rights, while obtaining rights from third parties for intellectual property that may be critical to our R&D activities; and
|
• |
continuing to fund and maintain our current technology development activities.
|
• |
design, develop, test, and validate our self-driving technology for commercial applications;
|
• |
produce and deliver our technology at an acceptable level of safety and performance;
|
• |
properly price our products and services;
|
• |
plan for and manage capital expenditures for our current and future products;
|
• |
hire, integrate and retain talented people at all levels of our organization;
|
• |
forecast our revenue, budget for and manage our expenses;
|
• |
attract new partners and retain existing partners;
|
• |
navigate an evolving and complex regulatory environment;
|
• |
manage our supply chain and supplier relationships related to our current and future products;
|
• |
anticipate and respond to macroeconomic changes and changes in the markets in which we operate;
|
• |
maintain and enhance the value of our reputation and brand;
|
• |
effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business;
|
• |
develop and protect intellectual property; and
|
• |
successfully develop new solutions, features, and applications to enhance the experience of partners and
end-customers.
|
• |
costs of the self-driving system hardware;
|
• |
other fixed and variable costs associated with self-driving vehicle operation;
|
• |
useful life;
|
• |
vehicle utilization; and
|
• |
product pricing.
|
• |
assumptions around vehicle miles traveled (“VMT”);
|
• |
the degree of utilization achieved by our self-driving technology;
|
• |
the price our customers are willing to pay;
|
• |
the timing and breadth of our technology’s operating domain and product models;
|
• |
operational costs of our self-driving technology and their useful life;
|
• |
growth in core development and operating expenses;
|
• |
which elements of service are delivered by Aurora versus our partners, and associated impact on expenses and capital requirements;
|
• |
the extent to which our technology is successfully and efficiently operationalized by our fleet partners, and our market penetration more broadly;
|
• |
the timing of when our partners
and end-customers adopt
our technology on a commercial basis which could be delayed for regulatory, safety or reliability issues unrelated to our technology;
|
• |
the timing of future self-driving system hardware generations and vehicle platforms;
|
• |
competitive pricing pressures, including from established and future competitors;
|
• |
whether we can obtain sufficient capital to continue investing in core technology development and sustain and grow our business;
|
• |
the overall strength and stability of domestic and international markets, including, but not limited to trucking, passenger mobility, and local goods delivery; and
|
• |
other risk factors set forth in this prospectus.
|
• |
cease selling, incorporating or using products that incorporate the challenged intellectual property;
|
• |
pay substantial damages;
|
• |
obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or
|
• |
redesign our technology.
|
• |
authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;
|
• |
certain of our shareholders, including our Founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation;
|
• |
prohibiting cumulative voting in the election of directors;
|
• |
providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
• |
limiting the liability of, and the indemnification of, our directors and officers;
|
• |
prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at
least two-thirds of
the shares entitled to vote at an election of directors;
|
• |
enabling our Board of Directors to amend the bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
• |
prohibiting stockholder action by written consent;
|
• |
limiting the persons who may call special meetings of stockholders; and
|
• |
requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders from bringing matters before annual or special meetings of stockholders and delay
|
changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect their own slate of directors or otherwise attempting to obtain control of us.
|
• |
We will indemnify our directors and officers for serving in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;
|
• |
We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;
|
• |
We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;
|
• |
We are not obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against Aurora or our other indemnitees, except with respect to proceedings authorized by our Board of Directors or brought to enforce a right to indemnification;
|
• |
the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and
|
• |
We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.
|
• |
the realization of any of the risk factors presented in this prospectus;
|
• |
changes in the industries in which we and our customers operate;
|
• |
developments involving our competitors;
|
• |
changes in laws and regulations affecting its business;
|
• |
actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition;
|
• |
additions and departures of key personnel;
|
• |
failure to comply with the requirements of Nasdaq;
|
• |
failure to comply with the Sarbanes-Oxley Act or other laws or regulations;
|
• |
future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;
|
• |
publication of research reports by securities analysts about us or our competitors or our industry;
|
• |
the public’s reaction to our press releases, its other public announcements and its filings with the SEC;
|
• |
actions by stockholders, including the sale by the Third Party PIPE Investors of any of their shares of our stock;
|
• |
the performance and market valuations of other similar companies;
|
• |
commencement of, or involvement in, litigation involving us;
|
• |
broad disruptions in the financial markets, including sudden disruptions in the credit markets;
|
• |
speculation in the press or investment community;
|
• |
actual, potential or perceived control, accounting or reporting problems;
|
• |
changes in accounting principles, policies and guidelines; and
|
• |
other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing
COVID-19
public health emergency), natural disasters, war, acts of terrorism or responses to these events.
|
• |
actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
|
• |
changes in the market’s expectations about our results of operations;
|
• |
our results of operations failing to meet the expectation of securities analysts or investors in a particular period;
|
• |
any major change in our Board or management;
|
• |
sales of substantial amounts of the shares of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
|
• |
general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
|
• |
the (a) historical audited financial statements of RTPY as of December 31, 2020 and for the period from October 2, 2020 (inception) through December 31, 2020 and (b) historical unaudited condensed financial statements of RTPY as of and for the six months ended June 30, 2021;
|
• |
the (a) historical audited financial statements of Aurora as of and for the year ended December 31, 2020 and (b) historical unaudited condensed consolidated financial statements of Aurora as of and for the six months ended June 30, 2021;
|
• |
the historical audited consolidated financial statements of Apparate, as of and for the year-ended December 31, 2020, included elsewhere in this prospectus; and
|
• |
other information relating to RTPY and Aurora included in this prospectus.
|
• |
RTPY changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware;
|
• |
RTPY entered into the Merger Agreement with Merger Sub and Legacy Aurora, pursuant to which, among other things, following the Domestication, (i) Merger Sub merged with and into Legacy Aurora, the separate corporate existence of Merger Sub ceased and Legacy Aurora became the surviving corporation and a wholly owned subsidiary of RTPY, and RTPY was renamed Aurora Innovation, Inc.;
|
• |
Prior to the effective time of the Merger, Legacy Aurora adopted the A&R Certificate of Incorporation to implement a dual class structure, pursuant to which (i) Legacy Aurora authorized and issued the Aurora Class B Stock and (ii) each existing share of Legacy Aurora Series A Preferred Stock or Legacy Aurora Series B Preferred Stock issued and outstanding as of immediately prior to the Conversion Amendment (as defined below) was provided the right to convert each such share, from and following the Conversion Amendment, into one share of Legacy Aurora Class B Stock ((i) and (ii) together, the “Conversion Amendment”). For the avoidance of doubt, all rights, preferences, privileges and powers of, and restrictions provided for the benefit of the Legacy Aurora Series Seed 1 Preferred Stock, Legacy Aurora Series Seed 2 Preferred Stock, Legacy Aurora
Series U-1 Preferred
Stock, Legacy Aurora
Series U-2 Preferred
Stock or Legacy Aurora
Series B-1 Preferred
Stock remained unchanged by the Conversion Amendment;
|
• |
Prior to the effective time of the Merger, but immediately subsequent to the Conversion Amendment, and pursuant to the terms of the A&R Certificate of Incorporation, each share of Legacy Aurora Series Seed 1 Preferred Stock, Legacy Aurora Series Seed 2 Preferred Stock, Legacy Aurora
Series U-1
Preferred Stock, Legacy Aurora
Series U-2
Preferred Stock or Legacy Aurora
Series B-1
Preferred Stock automatically converted into one share of Legacy Aurora common stock (the “Preferred Stock Conversion”);
|
• |
Prior to the effective time of the Merger, but immediately subsequent to the Conversion Amendment, and pursuant to certain contractual exchange agreements with Legacy Aurora, each share of Legacy Aurora common stock held by the Aurora Founders was exchanged for one share of Legacy Aurora Class B Stock (the “Exchange” and, together with the Conversion Amendment and the Preferred Stock Conversion, the
“Pre-Closing
Restructuring”);
|
• |
Upon the consummation of the Merger, Legacy Aurora Stockholders received an aggregate of 1,100,000,000 shares of Legacy Aurora common stock (at a deemed value of $10.00 per share), which, in the case of Legacy Aurora Awards, were shares underlying awards based on Legacy Class A Common Stock, representing
a pre-transaction equity
value of Aurora of $11.0 billion (such total number of shares of Legacy Aurora common stock, the “Aggregate Merger Consideration”). Specifically, after giving effect to
the Pre-Closing Restructuring,
(a) each share of Legacy Aurora common stock was cancelled and converted into the right to receive a number of shares of Class A Common Stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration by
|
(ii) the aggregate fully diluted number of shares of Legacy Aurora capital stock (the “Exchange Ratio”) and (b) each share of Legacy Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Class B Common Stock equal to the Exchange Ratio of approximately 2.1708. The portion of the Aggregate Merger Consideration reflecting the conversion of the Legacy Aurora Awards was calculated assuming that all Legacy Aurora Options
are net-settled. Holders
of Legacy Aurora common stock received Class A Common Stock and holders of Legacy Aurora Class B Stock received Class B Common Stock. Accordingly, 513,575,373 shares of Class A Common Stock and 481,107,977 shares of Class B Common Stock were issued as outstanding shares to Legacy Aurora Stockholders upon completion of the Business Combination;
|
• |
82,432,681 shares have been reserved for the potential future issuance of Class A Common Stock upon the exercise of Aurora Options and 34,698,749 shares have been reserved for the potential future issuance of Class A Common Stock upon the settlement of Aurora RSU Awards based on the following transactions contemplated by the Merger Agreement:
|
• |
The conversion of all outstanding Legacy Aurora Options into options exercisable for shares of Class A Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the Exchange Ratio;
|
• |
The conversion of all outstanding Legacy Aurora RSU Awards into awards of restricted stock units based on shares of Class A Common Stock with the same terms, except the number of restricted stock units comprising the award will be adjusted using the Exchange Ratio;
|
• |
Aurora issued and sold 100,000,000 shares of Class A Common Stock at $10.00 per share to the PIPE Investors pursuant to the PIPE Investment;
|
• |
75,458,911 of Class A ordinary shares were redeemed by RTPY public shareholders in connection with the Business Combination for an aggregate redemption price of approximately $754.6 million;
|
• |
17,434,414 Sponsor Shares were forfeited as a result of the above redemptions;
|
• |
1,720,772 shares of Aurora Class A common stock was issued as a result of conversion of Class B ordinary shares of RTPY owned by the Sponsor in the Domestication and become subject to
a lock-up (but
not price-based vesting) until the first anniversary following the completion of the Business Combination. Such shares represent 25% of the Remaining Sponsor Shares;
|
• |
Additionally, 5,162,314 shares of Aurora Class A common stock issued as a result of the conversion of Class B ordinary shares of RTPY owned by the Sponsor in the Domestication have been immediately subject to both price-based vesting provisions
and lock-up provisions.
Such shares represent 75% of the Remaining Sponsor Shares; and
|
• |
The Sponsor Shares subject to both price-based vesting provisions and
a lock-up will
consist of three tranches, equaling 1,720,772, 1,720,771 and 1,720,771 shares of Aurora Class A common stock for the first tranche, the second tranche and the third tranche, respectively, as follows:
|
• |
Tranche I
a 20-trading day
volume-weighted average price measurement basis and (ii) a lock up of two years following the completion of the Business Combination.
|
• |
Tranche II
a 20-trading day
volume-weighted average price measurement basis and (ii) a lock up of three years following the completion of the Business Combination.
|
• |
Tranche III
a 20-trading day
volume-weighted average price measurement basis and (ii) a lock up of four years following the completion of the Business Combination.
|
• |
Legacy Aurora Stockholders have the largest voting interest in the post-combination company;
|
• |
Legacy Aurora will have the ability to appoint the majority of the members of the Aurora Board;
|
• |
Legacy Aurora will comprise the ongoing operations of Aurora;
|
• |
Legacy Aurora management hold executive management roles (including Chief Executive Officer, among others) in the post-combination company and are responsible for
the day-to-day operations;
|
• |
The post-combination company assumed the Aurora branded name: Aurora Innovation, Inc.
|
(in millions)
|
Number
of Shares
|
Percentage of
Outstanding Shares |
||||||
Legacy Aurora Stockholders
(1)
|
1,047.0 | 93.6 | % | |||||
Sponsor, Sponsor Related PIPE Investor and RTPY independent directors
(2)
|
9.3 | 0.8 | % | |||||
RTPY’s public shareholders
(3)
|
22.3 | 2.0 | % | |||||
Third Party PIPE Investors
|
40.2 | 3.6 | % | |||||
|
|
|
|
|||||
Outstanding Shares
|
1,118.8 | 100.0 | % | |||||
|
|
|
|
(1) |
Includes (i) 513.6 million shares of Class A Common Stock (ii) 481.1 million shares of Class B Common Stock, and (iii) 52.4 million shares subscribed for through the PIPE by existing Legacy Aurora investors. Excludes (i) 82.4 million shares underlying the Aurora Options, whether unvested or vested, and (ii) 34.7 million shares underlying Aurora RSU Awards.
|
(2) |
Includes 7.5 million shares to be purchased by Sponsor Related PIPE Investor as part of the PIPE Investment. Excludes 5.2 million Sponsor Shares which became subject to price-based vesting conditions in conjunction with the completion of the Business Combination.
|
(3) |
The number of shares is net of redemptions of approximately 75.5 million Class A ordinary shares of RTPY at redemption price of approximately $10.00 per share.
|
RTPY
(Historical) |
Aurora
(Historical) |
Transaction
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 501 | $ | 784,813 | $ | 1,142,893 | A | $ | 1,928,207 | |||||||||||
Restricted cash, current
|
— | 182 | — | 182 | ||||||||||||||||
Prepaid expenses and other current assets
|
1,325 | 23,159 | (3,476 | ) | B | 21,008 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets
|
1,826 | 808,154 | 1,139,417 | 1,949,397 | ||||||||||||||||
Cash held in trust account
|
977,544 | — | (977,544 | ) | C | — | ||||||||||||||
Property and equipment, net
|
— | 80,112 | — | 80,112 | ||||||||||||||||
Operating
lease right-of-use assets
|
— | 146,593 | — | 146,593 | ||||||||||||||||
Restricted cash, noncurrent
|
— | 13,300 | — | 13,300 | ||||||||||||||||
Other assets, net
|
— | 19,777 | — | 19,777 | ||||||||||||||||
Acquisition related intangible assets
|
— | 617,200 | — | 617,200 | ||||||||||||||||
Goodwill
|
— | 1,111,197 | — | 1,111,197 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets
|
$ | 979,370 | $ | 2,796,333 | $ | 161,873 | $ | 3,937,576 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||
Accounts payable
|
$ | 28 | $ | 6,541 | $ | (25 | ) | D | $ | 6,544 | ||||||||||
Accrued expenses and other current liabilities
|
323 | 53,595 | (3,341 | ) | D | 50,577 | ||||||||||||||
Operating lease liabilities, current
|
— | 10,816 | — | 10,816 | ||||||||||||||||
Related party payable
|
498 | 1,422 | — | 1,920 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities
|
849 | 72,374 | (3,366 | ) | 69,857 | |||||||||||||||
Other liabilities
|
— | 434 | — | 434 | ||||||||||||||||
Derivative warrant liabilities
|
38,914 | — | — | 38,914 | ||||||||||||||||
Deposit liability
|
— | 50,000 | — | 50,000 | ||||||||||||||||
Derivative liability – Sponsor Shares
|
— | — | 46,941 | E | 46,941 | |||||||||||||||
Deferred legal fees and underwriting commissions
|
34,231 | — | (34,231 | ) | F | — | ||||||||||||||
Operating lease liabilities, long-term
|
— | 127,715 | — | 127,715 | ||||||||||||||||
Deferred tax liability
|
— | 3,203 | — | 3,203 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities
|
73,994 | 253,726 | 9,344 | 337,064 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Redeemable convertible preferred stock
|
— | 2,161,145 | (2,161,145 | ) | G | — | ||||||||||||||
Common shares subject to possible redemption
|
900,376 | — | (900,376 | ) | H | — | ||||||||||||||
Stockholders’ equity (deficit):
|
||||||||||||||||||||
RTPY Class A Ordinary Shares
|
1 | — | (1 | ) | I | — | ||||||||||||||
RTPY Class B Ordinary Shares
|
2 | — | (2 | ) | I | — | ||||||||||||||
Class A Common Stock
|
— | — | 63 | J | 63 | |||||||||||||||
Class B Common Stock
|
— | — | 48 | K | 48 | |||||||||||||||
Legacy Aurora common stock
|
— | 25 | (25 | ) | L | — | ||||||||||||||
Additional paid-in capital
|
10,845 | 1,087,631 | 3,259,322 | M | 4,357,798 | |||||||||||||||
Retained earnings (accumulated deficit)
|
(5,848 | ) | (706,194 | ) | (45,355 | ) | N | (757,397 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity
|
5,000 | 381,462 | 3,214,050 | 3,600,512 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders’ equity (deficit)
|
979,370 | 2,796,333 | 161,873 | 3,937,576 | ||||||||||||||||
|
|
|
|
|
|
|
|
For the Year Ended
December 31, 2020 |
Apparate Acquisition
|
For the period
from October 2, 2020 (inception) to
December 31,
2020 RTPY (Historical) |
Transaction
Accounting Adjustments |
Pro Forma
Combined |
||||||||||||||||||||||||||||||||
Aurora
Innovation, Inc. (Historical) |
Apparate
(Historical) |
Transaction
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||||||||||||||||||
Revenue
|
$ | — | $ | 100,000 | $ | (100,000 | ) | O | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||||||||||||||
Research and development
|
179,426 | 649,047 | 36,409 | P | 864,882 | — | 88,583 | R | 953,465 | |||||||||||||||||||||||||||
Selling, general and administrative
|
38,693 | 150,637 | (3,812 | ) | Q | 185,518 | 19 | 5,903 | S | 191,440 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total operating expenses
|
218,119 | 799,684 | 32,597 | 1,050,400 | 19 | 94,486 | 1,144,905 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Loss from operations
|
(218,119 | ) | (699,684 | ) | (132,597 | ) | (1,050,400 | ) | (19 | ) | (94,486 | ) | (1,144,905 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Interest and other income, net
|
3,672 | 2,409 | — | 6,081 | — | — | 6,081 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Loss before income taxes
|
$ | (214,447 | ) | $ | (697,275 | ) | $ | (132,597 | ) | $ | (1,044,319 | ) | (19 | ) | (94,486 | ) | $ | (1,138,824 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Income taxes (benefit) expense
|
2 | (1,510 | ) | — | (1,508 | ) | — | — | (1,508 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net income (loss)
|
$ | (214,449 | ) | $ | (695,765 | ) | $ | (132,597 | ) | $ | (1,042,811 | ) | $ | (19 | ) | $ | (94,486 | ) | $ | (1,137,316 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Weighted average shares outstanding, Aurora, basic and diluted
|
124,743,865 | |||||||||||||||||||||||||||||||||||
Net loss per share attributable to Aurora, basis and diluted
|
$ | (1.72 | ) | |||||||||||||||||||||||||||||||||
Weighted average shares outstanding – RTPY Class B ordinary shares, basic and diluted,
|
21,250,000 | |||||||||||||||||||||||||||||||||||
Net loss per share – Class B, basic and diluted
|
$ | (0.00 | ) | |||||||||||||||||||||||||||||||||
Weighted average shares outstanding – Aurora Class A, basic and diluted
|
636,496,966 | |||||||||||||||||||||||||||||||||||
Net loss per share – Class A, basic and diluted
|
$ | (1.02 | ) | |||||||||||||||||||||||||||||||||
Weighted average shares outstanding – Aurora Class B, basic and diluted
|
481,107,977 | |||||||||||||||||||||||||||||||||||
Net loss per share – Class B, basic and diluted
|
$ | (1.02 | ) |
For the Six
Months Ended June 30, 2021
Aurora
Innovation, Inc. (Historical) |
For the Period
from January 1, 2021 to
January 19, 2021
Apparate (Historical) |
Apparate Acquisition
|
For the Six
Months Ended
June 30, 2021
RTPY (Historical) |
Transaction
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||||||||||||
Transaction
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||||||||||||||||
Revenue
|
$ | — | $ | 5,108 | $ | (5,108 | ) | O | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||||||||||
Research and development
|
318,921 | 26,509 | (87,843 | ) | P | 257,587 | — | 9,909 | R | 267,496 | ||||||||||||||||||||||
Selling, general and administrative
|
54,326 | 2,367 | (5,978 | ) | Q | 50,715 | 1,008 | 31 | S | 51,754 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total operating expenses
|
373,247 | 28,876 | (93,821 | ) | 308,302 | 1,008 | 9,940 | 319,250 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Loss from operations
|
(373,247 | ) | (23,768 | ) | 88,713 | (308,302 | ) | (1,008 | ) | (9,940 | ) | (319,250 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Interest and other income, net
|
173 | 141 | — | 314 | — | — | 314 | |||||||||||||||||||||||||
Fair value adjustments for warrant liability
|
— | — | — | — | (3,754 | ) | — | (3,754 | ) | |||||||||||||||||||||||
Financing costs – derivative warrant liabilities
|
— | — | — | — | (1,111 | ) | — | (1,111 | ) | |||||||||||||||||||||||
Income from investments held in trust account
|
— | — | — | — | 44 | (44 | ) | T | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Loss before income taxes
|
$ | (373,074 | ) | $ | (23,627 | ) | $ | 88,713 | $ | (307,988 | ) | (5,829 | ) | (9,984 | ) | $ | (323,801 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Income taxes (benefit) expense
|
(2,643 | ) | — | — | (2,643 | ) | — | — | (2,643 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net income (loss)
|
$ | (370,431 | ) | $ | (23,627 | ) | $ | 88,713 | $ | (305,345 | ) | $ | (5,829 | ) | $ | (9,984 | ) | $ | (321,158 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Weighted average shares outstanding, used in computing net loss per share, Aurora, basic and diluted
|
236,133,823 | |||||||||||||||||||||||||||||||
Net loss per share, Aurora, basis and diluted
|
$ | (1.57 | ) | |||||||||||||||||||||||||||||
Weighted average shares outstanding – RTPY Class A ordinary shares, basic and diluted,
|
97,746,566 | |||||||||||||||||||||||||||||||
Net loss per share – Class A, basic and diluted
|
$ | — | ||||||||||||||||||||||||||||||
Weighted average shares outstanding – RTPY Class B ordinary shares, basic and diluted,
|
23,099,102 | |||||||||||||||||||||||||||||||
Net loss per share – Class B, basic and diluted
|
$ | (0.25 | ) | |||||||||||||||||||||||||||||
Weighted average shares outstanding – Aurora Class A, basic and diluted
|
636,496,966 | |||||||||||||||||||||||||||||||
Net loss per share – Class A, basic and diluted
|
$ | (0.29 | ) | |||||||||||||||||||||||||||||
Weighted average shares outstanding – Aurora Class B, basic and diluted
|
481,107,977 | |||||||||||||||||||||||||||||||
Net loss per share – Class B, basic and diluted
|
$ | (0.29 | ) |
• |
RTPY’s unaudited balance sheet as of June 30, 2021 and the related notes, included elsewhere in this prospectus; and
|
• |
Legacy Aurora’s unaudited consolidated balance sheet as of June 30, 2021 and the related notes, included elsewhere in this prospectus.
|
• |
RTPY’s unaudited condensed statement of operations for the six months ended June 30, 2021 and the related notes, included elsewhere in this prospectus;
|
• |
Legacy Aurora’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2021 and the related notes, included elsewhere in this prospectus; and
|
• |
Apparate’s unaudited financial information provided by Apparate management, for the period from January 1, 2021 through January 19, 2021.
|
• |
RTPY’s audited statement of operations for the period between October 2, 2020 (inception) and December 31, 2020 and the related notes, included elsewhere in this prospectus; and
|
• |
Legacy Aurora’s audited statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this prospectus.
|
• |
Apparate’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes, included elsewhere in this prospectus.
|
(in thousands)
|
For the period
from January 1, 2021 through January 19, 2021 |
For the year
ended December 31, 2020 |
||||||
Revenue
|
$ | 5,108 | $ | 100,000 | ||||
Research and development
|
26,509 |
(1)
|
649,047 |
(1)
|
||||
Selling, general and administrative
|
2,367 |
(1)(2)
|
150,637 |
(1)(2)
|
||||
|
|
|
|
|||||
Loss from operations
|
$ | (23,768 | ) | $ | (699,684 | ) | ||
|
|
|
|
|||||
Interest and other income, net
|
141 | 2,409 | ||||||
|
|
|
|
|||||
Total other income (expense)
|
$ | 141 | $ | 2,409 | ||||
|
|
|
|
|||||
Loss before income taxes
|
$ | (23,627 | ) | $ | (697,275 | ) | ||
|
|
|
|
|||||
Income tax (benefit) expense
|
— | (1,510 | ) | |||||
|
|
|
|
|||||
Net loss
|
$
|
(23,627
|
) |
$
|
(695,765
|
) | ||
|
|
|
|
(1) |
Depreciation and amortization expense were separately disclosed in the Apparate historical statement of operations. In Legacy Aurora’s statement of operations, depreciation and amortization was included as part of research and development and selling general and administrative expenses.
|
(2) |
Sales and marketing and general and administrative expenses were separately disclosed in the Apparate historical statement of operations. In Legacy Aurora’s statement of operations, these expenses are presented together.
|
(in thousands)
|
Amount
|
|||
Release of cash from trust account
|
$ | 977,544 |
(1)
|
|
Proceeds from PIPE Investment
|
1,000,000 |
(2)
|
||
Payment of deferred underwriting fees and transaction expenses
|
(80,062 |
)
(3)
|
||
Cash payment for redemptions
|
(754,589 |
)
(4)
|
||
|
|
|||
Net adjustment
|
$ | 1,142,893 | ||
|
|
(1) |
Reflects the reclassification of cash and cash equivalents held in the trust account that becomes available in connection with the Business Combination or to pay redeeming RTPY shareholders.
|
(2) |
Reflects the proceeds of $1.0 billion from the issuance and sale of 100.0 million shares of Class A Common Stock, with a per share par value of $0.00001, at $10.00 per share in the PIPE Investment pursuant to the Subscription Agreements. The shares include approximately 40.2 million shares to be purchased by Third Party PIPE Investors, approximately 7.5 million shares to be purchased by Sponsor Related PIPE Investor, and approximately 52.4 million shares to be purchased by Aurora PIPE Investors. The proceeds from the PIPE Investment are reflected with corresponding pro forma adjustments to the par value of Class A Common Stock, as shown in Note 4(J),
and additional paid-in capital, as
shown in Note 4(M).
|
(3) |
Reflects the settlement of approximately $80.1 million of deferred underwriting fees and transaction-related expenses at close in connection with the Business Combination. Of the total, approximately $45.8 million relates to advisory, legal, and other fees to be incurred in conjunction with the Business Combination and $34.2 million relates to RTPY’s deferred underwriting and legal fees.
|
(4) |
Reflects the payment to redeeming RTPY public shareholders. The amount of redemptions is approximately 75.5 million shares at a redemption price of $10.00 per share. The corresponding adjustments are a reduction of $7,546 in par value of Class A Common Stock, and a reduction to additional
paid-in
capital, as shown in Note 4(M). As a result of redemptions, approximately $223.0 million of cash from the trust account was available for the payment of underwriter fees, the payment of transaction costs related to the Merger and for Aurora’s general corporate purposes.
|
(in thousands)
|
Amount
|
|||
Recapitalization of Legacy Aurora common stock into Aurora common stock
|
$ | 51 | ||
Reclassification of RTPY public shares to permanent equity, prior to impact of redemptions
|
9 | |||
Issuance of Class A Common Stock from PIPE Investment per Subscription Agreements
|
10 | |||
Conversion of RTPY Class A and Class B ordinary shares into Class A Common Stock as a result of the Domestication
|
1 | |||
Decrease due to redemption of RTPY public shares
|
(8 | ) | ||
|
|
|||
Net adjustment
|
$ | 63 | ||
|
|
(in thousands)
|
Amount
|
|||
Increase in par value of Legacy Aurora common stock as a result of Legacy Aurora preferred stock converting into Legacy Aurora common stock
|
20 | |||
Elimination and recapitalization of par value of Legacy Aurora common stock, inclusive of par value of Legacy Aurora common stock issued upon conversion of Legacy Aurora preferred stock
|
(45 | ) | ||
|
|
|||
Net adjustment
|
$ | (25 | ) | |
|
|
(in thousands)
|
Amount
|
|||
Conversion of Legacy Aurora preferred stock into Legacy Aurora common stock
|
$ | 2,161,125 | ||
Reclassification of RTPY public shares to permanent equity, prior to impact of redemptions
|
900,367 | |||
Issuance of Class A Common Stock from PIPE Investment per Subscription Agreements
|
999,990 | |||
Cumulative
catch-up
expense for Aurora RSUs
|
51,203 |
(1)
|
||
Record fair value of liability related to the Sponsor Shares which became subject to price-based vesting upon completion of the Business Combination
|
(46,941 | ) | ||
Reclassification of Aurora’s previously deferred transaction costs
|
(3,476 | ) | ||
Reduction in additional
paid-in
capital for acquisition-related transaction expenses to be incurred
|
(42,465 | ) | ||
Elimination of RTPY’s historical accumulated deficit
|
(5,848 | ) | ||
Impact of the Domestication to additional
paid-in
capital
|
2 | |||
Recapitalization of Legacy Aurora common stock into Aurora common stock
|
(54 | ) | ||
Reduction in
additional paid-in capital
due to actual redemptions
|
(754,581 | ) | ||
|
|
|||
Net adjustment
|
$ | 3,259,322 | ||
|
|
(1) |
Represents the stock-based compensation for certain Aurora RSUs subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in Aurora recognizing a cumulative
catch-up
expense for pro forma presentation purposes.
|
(in thousands)
|
For the six
months ended June 30, 2021 |
For the year
ended December 31, 2020 |
||||||
Elimination of historical depreciation and amortization expense on Apparate’s fixed assets
|
$ | (610 |
)
(1)
|
$ | (12,459 |
)
(1)
|
||
Elimination of historical Uber RSU stock-based compensation expense
|
(11,579 | ) | (103,452 | ) | ||||
To record adjustment for severance expense
|
(12,641 |
)
(2)
|
12,641 |
(2)
|
||||
To record pro forma depreciation and amortization expense on Apparate’s fixed assets based on the fair value as of the acquisition date
|
17 |
(1)
|
3,446 |
(1)
|
||||
To record pro forma share-based compensation related to related-party share-based compensation payments
|
(63,030 |
)
(3)
|
136,233 |
(3)
|
||||
|
|
|
|
|||||
Net adjustment
|
$ | (87,843 | ) | $ | 36,409 | |||
|
|
|
|
(1) |
Amortization expense existed in the historical period and not in the future periods as the fair value of the historical intangible assets was zero in the post-acquisition period. The pro forma adjustments include the net impact of recording depreciation expense based on the acquisition date fair value of the acquired fixed assets and removing historically recorded depreciation expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020. During the period from January 20, 2021 to June 30, 2021, Legacy Aurora recorded $1.7 million in depreciation expense relating to the acquired fixed assets and the pro forma depreciation expense for the six months ended June 30, 2021 is presented net of such expense.
|
(2) |
During the six months ended June 30, 2021, Legacy Aurora recorded $15.8 million, of which approximately $12.6 million was recorded in research and development expenses, in severance expense in conjunction with the Apparate acquisition. The pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented, assuming that the acquisition of Apparate had been completed on January 1, 2020.
|
(3) |
Former employees of Apparate received grants of RSUs in a related party entity in connection with their employment with a subsidiary of the related party entity prior to the acquisition. These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as the personnel remain employees of Aurora. As the RSUs were a modification to previously held awards by these employees in the historical period and the acquisition accounting measured the awards at fair value under stock-based compensation guidance, the stock-based compensation expense in the historical periods was eliminated and adjusted to reflect the fair value of the awards. During the six months ended June 30, 2021, Legacy Aurora recorded $63.0 million in expense relating to these awards and the pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020 and the vesting period would have concluded on December 31, 2020. In addition, former employees of Apparate received Aurora restricted stock units which have service-based and performance-based vesting conditions with performance-based vesting condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met with the pro forma impact of such restricted stock units reflected as an adjustment in Note 4(R) and Note 4(S).
|
(in thousands)
|
For the six
months ended June 30, 2021 |
For the year
ended December 31, 2020 |
||||||
Elimination of historical depreciation expense on Apparate’s fixed assets
|
$ | (453 |
)
(1)
|
$ | (8,459 |
)
(1)
|
||
Elimination of historical Uber RSU stock-based compensation expense
|
(849 | ) | (9,952 | ) | ||||
To record adjustment for severance expense
|
(3,105 |
)
(2)
|
3,105 |
(2)
|
||||
To record pro forma depreciation expense on Apparate’s fixed assets based on the fair value as of the acquisition date
|
393 |
(1)
|
7,225 |
(1)
|
||||
To record pro forma share-based compensation related to related-party share-based compensation payments
|
(1,964 |
)
(3)
|
4,269 |
(3)
|
||||
|
|
|
|
|||||
Net adjustment
|
$ | (5,978 | ) | $ | (3,812 | ) | ||
|
|
|
|
(1) |
The pro forma adjustments include the net impact of recording depreciation expense based on the acquisition date fair value of the acquired fixed assets and removing historically recorded depreciation expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020. During the period from January 20, 2021 to June 30, 2021, Legacy Aurora recorded $3.2 million in depreciation expense relating to the acquired fixed assets and the pro forma depreciation expense for the six months ended June 30, 2021 is presented net of such expense.
|
(2) |
During the six months ended June 30, 2021, Legacy Aurora recorded $15.8 million in severance expense, of which approximately $3.1 million was recorded in selling, general and administrative expenses, in conjunction with the Apparate acquisition. The pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented, assuming that the acquisition of Apparate had been completed on January 1, 2020.
|
(3) |
Former employees of Apparate received grants of RSUs in a related party entity in connection with their employment with a subsidiary of the related party entity prior to the acquisition. These awards were modified after the transaction to allow the awards to continue to vest for the first year subsequent to the closing of the acquisition as long as the personnel remain employees of Legacy Aurora. As the RSUs were a modification to previously held awards by these employees in the historical period and the acquisition accounting measured the awards at fair value under stock-based compensation guidance, the stock-based compensation expense in the historical periods was eliminated and adjusted to reflect the fair value of the awards. During the six months ended June 30, 2021, Legacy Aurora recorded $2.0 million in expense relating to these awards and the pro forma adjustments include the net impact of removing the historically recorded expense for the periods presented assuming that the acquisition of Apparate had been completed on January 1, 2020 and the vesting period would have concluded on December 31, 2020.
|
(in thousands)
|
For the six
months ended June 30, 2021 |
For the year
ended December 31, 2020 |
||||||
To record pro forma share-based compensation related to Legacy Aurora restricted stock units
|
$ | 9,909 |
(1)
|
$ | 88,583 |
(1)
|
||
|
|
|
|
|||||
Net adjustment
|
$ | 9,909 | $ | 88,583 | ||||
|
|
|
|
(1) |
Certain Legacy Aurora restricted stock units are subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in a cumulative
catch-up
expense of $47.8 million for pro forma presentation purposes. Such cumulative
catch-up
expense is reflected in the year ended December 31, 2020. The remaining expense will be recognized over the remaining time-based vesting condition following the completion of the Business Combination, assuming that the Business Combination had been completed on January 1, 2020 for pro forma presentation purposes.
|
(in thousands)
|
For the year
ended December 31, 2020 |
For the six
months ended June 30, 2021 |
||||||
To record pro forma share-based compensation related to Legacy Aurora restricted stock units
|
$ | 500 |
(1)
|
$ | 5,903 |
(1)
|
||
Elimination of expenses incurred by RTPY for certain support services
|
(469 |
)
(2)
|
— | |||||
|
|
|
|
|||||
Net adjustment
|
$ | 31 | $ | 5,903 | ||||
|
|
|
|
(1) |
Certain Legacy Aurora restricted stock units are subject to (i) time-based vesting conditions and (ii) a performance-based condition tied to achievement of a liquidity event. Upon completion of the Business Combination, the performance-based vesting condition was met, resulting in a cumulative
catch-up
expense of $3.4 million for pro forma presentation purposes. Such cumulative
catch-up
expense is reflected in the year ended December 31, 2020. The remaining expense will be recognized over the remaining time-based vesting condition following the completion of the Business Combination, assuming that the Business Combination had been completed on January 1, 2020 for pro forma presentation purposes.
|
(2) |
Reflects the elimination of expense related to RTPY’s support services which ceased upon completion of the Business Combination.
|
(in thousands, except share and per share data)
|
For the six
months ended June 30, 2021 |
For the year
ended December 31, 2020 |
||||||
Pro forma loss attributable to common stockholders—Class A and Class B
|
$ | (321,158 | ) | $ | (1,137,316 | ) | ||
Combined Entity Class A Common Stock
|
||||||||
Weighted average shares outstanding—Class A, basic and diluted
|
636,496,966 | 636,496,966 | ||||||
Net loss per share—Class A, basic and diluted
|
$ | (0.29 | ) | $ | (1.02 | ) | ||
Combined Entity Class B Common Stock
|
||||||||
Weighted average shares outstanding—Class B, basic and diluted
|
481,107,977 | 481,107,977 | ||||||
Net loss per share—Class B, basic and diluted
|
$ | (0.29 | ) | $ | (1.02 | ) |
Legacy Aurora Stockholders
(1)
|
564,715,105 | |||
RTPY’s public shareholders
|
22,291,089 | |||
PIPE Investors
|
40,150,000 | |||
Sponsor and Sponsor Related PIPE Investor
(2)
|
9,340,772 | |||
|
|
|||
Pro forma weighted average shares outstanding— basic and diluted
|
636,496,966 | |||
|
|
(1) |
Excludes approximately 1.2 million restricted shares or shares issued for early exercised options, subject to a repurchase right, and includes approximately 52.4 million shares to be purchased by Aurora PIPE Investors as part of the PIPE Investment.
|
(2) |
Includes 7.5 million shares to be purchased by Sponsor Related PIPE Investor as part of the PIPE Investment.
|
Sponsor Shares subject to price-based vesting conditions
|
5,162,314 | |||
Public warrants and Private Placement Warrants
|
21,118,750 | |||
Aurora options and restricted stock units
|
117,131,430 | |||
Aurora restricted stock and shares issued for early exercised options, subject to a repurchase right
|
1,210,268 |
Six Months ended June 30,
|
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$ | 318,921 | $ | 75,580 | $ | 243,341 | 321.96 | % | ||||||||
Selling, general, and administrative
|
54,326 | 14,702 | 39,624 | 269.51 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations
|
(373,247 | ) | (90,282 | ) | (282,965 | ) | 313.42 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income (expense):
|
||||||||||||||||
Interest and other income
|
261 | 3,217 | (2,956 | ) | (91.89 | )% | ||||||||||
Other expense
|
(88 | ) | (4 | ) | (84 | ) | n/m |
(1)
|
||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(373,074 | ) | (87,069 | ) | (286,005 | ) | 328.48 | % | ||||||||
Income tax benefit
|
(2,643 | ) | — | (2,643 | ) | n/m |
(1)
|
|||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
$ | (370,431 | ) | $ | (87,069 | ) | $ | (283,362 | ) | $ | 325.45 | % |
(1) |
Not meaningful.
|
Years ended December 31,
|
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands, except for percentages)
|
||||||||||||||||
Development and services revenue
|
$ | — | $ | 19,601 | $ | (19,601 | ) | n/m |
(1)
|
|||||||
Operating expenses:
|
||||||||||||||||
Cost of revenue
|
— | 160 | (160 | ) | n/m |
(1)
|
||||||||||
Research and development
|
179,426 | 107,368 | 72,058 | 67.11 | % | |||||||||||
Selling, general, and administrative
|
38,693 | 25,591 | 13,102 | 51.20 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations
|
(218,119 | ) | (113,518 | ) | (104,601 | ) | 92.14 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
3,717 | 11,701 | (7,984 | ) | (68.23 | )% | ||||||||||
Other expense
|
(45 | ) | (31 | ) | (14 | ) | 48.25 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(214,447 | ) | (101,848 | ) | (112,599 | ) | 110.56 | % | ||||||||
Income tax expense (benefit)
|
2 | (7,771 | ) | 7,773 | (100.13 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
$ | (214,449 | ) | $ | (94,077 | ) | $ | (120,372 | ) | 127.95 | % | |||||
|
|
|
|
|
|
|
|
Six Months ended June 30,
|
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Net cash used in operating activities
|
$ | (282,952 | ) | $ | (75,643 | ) | ||
Net cash provided by investing activities
|
281,311 | 178,679 | ||||||
Net cash provided by financing activities
|
400,108 | 557 | ||||||
Net increase in cash
|
398,467 | 103,593 | ||||||
Cash, beginning of period
|
399,828 | 246,972 | ||||||
|
|
|
|
|||||
Cash, end of period
|
$ | 798,295 | $ | 350,565 | ||||
|
|
|
|
Years ended December 31,
|
||||||||
2020
|
2019
|
|||||||
(in thousands)
|
||||||||
Net cash used in operating activities
|
$ | (191,879 | ) | $ | (94,726 | ) | ||
Net cash provided by (used in) investing activities
|
343,289 | (372,534 | ) | |||||
Net cash provided by financing activities
|
1,446 | 634,702 | ||||||
Net increase in cash
|
152,856 | 167,442 | ||||||
Cash, beginning of period
|
246,972 | 79,530 | ||||||
|
|
|
|
|||||
Cash, end of period
|
$ | 399,828 | $ | 246,972 | ||||
|
|
|
|
• |
Expected Term
|
• |
Expected Volatility
|
• |
Expected Dividend Yield
|
• |
Risk-Free Interest Rate
Treasury zero-coupon issues
with an equivalent remaining term equal to the expected life of the award.
|
• |
PACCAR & Volvo, who together represent nearly 50% of US Class 8 truck sales.
|
• |
Toyota, the #1 passenger vehicle manufacturer by volume globally.
|
• |
Uber, the largest ride hailing company globally.
|
• |
Improved safety
|
• |
Faster, more efficient goods movement
|
• |
More reliable freight supply
|
• |
Reduced Insurance Expenses
|
• |
Enhanced Energy Efficiency
|
• |
Increased access to passenger mobility
.
|
• |
Greater individual productivity
.
|
• |
Careful integration of machine learning and engineering approaches throughout our perception and motion planning systems
|
• |
Virtual Testing Suite that allows for accelerated and efficient development
|
• |
Differentiated long-range, high-resolution, multi-modal sensor suite that includes FirstLight Lidar technology, which allows numerous advantages over traditional lidar, including the ability to unlock safe operation at highway speeds
|
• |
Scalable maps that are maximally relevant to the challenges of self-driving
|
1. |
Aurora Driver hardware and software to enable safe and efficient autonomous operation of the self-driving fleet;
|
2. |
Updates to the Aurora Driver, including map and software updates;
|
3. |
Access to the Aurora Cloud platform, which will interface with their systems and enable efficient dispatch, deployment, and fleet monitoring;
|
4. |
Teleassistance support, where trained specialists monitor Aurora Driver-powered vehicles and provide high level guidance when needed; and
|
5. |
Access to Aurora-certified third party services, including maintenance of the Aurora Driver, roadside assistance for the Aurora Driver, and insurance.
|
• |
Cameras can see color and far distance (under certain circumstances), but struggle in
low-light
and very high dynamic range situations. They also cannot directly measure how far away a given object is.
|
• |
Radar provides range and radial velocity sensing, including in inclement weather, but at lower resolution than other sensors.
|
• |
Lidar allows for high resolution range sensing in all lighting conditions, but misses certain appearance information like color and texture.
|
1. |
Proprietary lidar technology to unlock highway speeds;
|
2. |
Next-generation approach to Perception and Planning that leverages the distinct strengths of both machine learning and engineered approaches;
|
3. |
Common driver platform approach which allows our system to scale onto different vehicle types, such as cars and Class 8 trucks;
|
4. |
Aurora’s Virtual Testing Suite, which increases engineering velocity; and
|
5. |
Scalable approach to high-definition maps
|
1. |
Greater Range
|
2. |
Simultaneous Range and Velocity
|
3. |
Interference Immunity
lidar-to-lidar
|
• |
Engineered systems are built by humans and tend to be simpler and more introspectable (i.e. can understand ‘why’ an action is taken).
|
• |
Machine-learned systems are tuned and developed by algorithms and trained on data. This can allow for greater nuance and complexity, and have the additional advantage that new data can improve overall performance. However, machine-learned systems are less introspectable than engineered systems.
|
• |
Efficiency
on-road
testing.
|
• |
Speed
|
• |
Safety
on-road
miles of driving needed to develop the Aurora Driver, which reduces exposure to risk associated with
on-road
testing.
|
• |
Variation
|
encountered on the road. We can adjust factors like weather, traffic density, or pedestrian behavior. We can quickly test against many thousands of likely variations to understand how the system would have responded. With simulation, we are driving the equivalent of more than 10,000 trips from Dallas to Houston every day.
|
• |
Repeatability
out-of-date
|
1. |
Prioritizing our development efforts based on return on investment
|
2. |
Using our common platform approach to scale and drive competitive advantage
|
3. |
Focusing on what we do best
|
of our OEM, network and logistics partners and allows each party to focus on what they do best as we commercialize and scale our technology. |
4. |
Building on our trusted reputation
|
• |
Commercial
|
• |
Technical
|
1. |
Higher return on development investment
|
2. |
Economies of scale and cost reduction
end-market
in which we operate.
|
3. |
Learning and data
|
4. |
Reputation
|
1. |
Operate with integrity
|
2. |
Focus
|
3. |
No jerks
|
4. |
Be reasonable
|
5. |
Set outrageous goals
|
6. |
Win together
|
• |
Technology-focused companies
building end-to-end technical
|
• |
Automotive players building internal self-driving development programs
|
• |
Technology quality, reliability, and safety
|
• |
Engineering capabilities
|
• |
Business model
and go-to-market approach
|
• |
Commercial partnerships
|
• |
Cost and efficiency
|
• |
Patents and intellectual property portfolio
|
• |
Aurora has been or is to be a participant;
|
• |
the amount involved exceeded or exceeds $120,000; and
|
• |
any of Aurora’s directors, executive officers, or beneficial holders of more than 5% of any class of Legacy Aurora capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
Investor
|
Affiliated
Director(s) or Officer(s) |
Shares of
Series A Stock |
Total Purchase Price
|
|||||||||
Greylock 15 Principals Limited Partnership and affiliates
|
Reid Hoffman | 12,272,330 | $ | 34,063,962.77 | ||||||||
Index Ventures Growth III (Jersey) L.P. and affiliate
(1)
|
Mike Volpi | 12,272,330 | $ | 34,063,962.77 | ||||||||
|
|
|
|
|||||||||
Total
|
|
24,544,660
|
|
$
|
68,127,925.54
|
|
||||||
|
|
|
|
(1) |
Index collectively transferred 9,006 shares of Legacy Aurora’s Series A preferred stock to a third party in March 2018.
|
Investor
|
Affiliated
Director(s) or Officer(s) |
Shares of
Series B Stock |
Total
Purchase Price |
|||||||
Greylock 15 Principals Limited Partnership and affiliates
|
Reid Hoffman | 108,210 | $ | 9,998,928.63 | ||||||
Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. and affiliate
|
Carl Eschenbach | 16,233,230 | $ | 149,999,915.17 | ||||||
Reinvent Capital Fund LP
|
Reid Hoffman | 541,100 | $ | 4,999,926.33 | ||||||
|
|
|
|
|||||||
Total
|
|
16,882,540
|
|
$
|
164,998,770.13
|
|
||||
|
|
|
|
Investor
|
Affiliated
Director(s) or Officer(s) |
Shares of
Common Stock |
Shares of Series
U-2
Stock
|
Approx. Value of
Acquired Stock |
||||||||||||
Neben Holdings, LLC, an affiliate of Uber
|
Dara Khosrowshahi | 112,519,262 | 20,349,230 | $ | 2,611,764,457.42 | |||||||||||
|
|
|
|
|||||||||||||
Total
|
|
112,519,262
|
|
|
20,349,230
|
|
||||||||||
|
|
|
|
• |
any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company;
|
• |
any person or entity known by the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities (a “5% Stockholder”); and
|
• |
any immediate family member of any of the foregoing persons, which means a child, stepchild, parent, stepparent, spouse, sibling,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother-in-law
sister-in-law
|
Name
|
Age
|
Position
|
||||
Executive Officers
|
||||||
Chris Urmson
|
45 | Chief Executive Officer, President and Director | ||||
Richard Tame
|
44 | Vice President of Finance | ||||
William Mouat
|
45 | General Counsel, Vice President, Secretary and Treasurer | ||||
Employee Directors
|
||||||
Sterling Anderson
|
38 | Director | ||||
James Andrew Bagnell
|
45 | Director | ||||
Non-Employee
Directors
|
||||||
Reid Hoffman
(2)(3)
|
54 | Director | ||||
Dara Khosrowshahi
(3)
|
52 | Director | ||||
Michelangelo Volpi
(1)(2)
|
54 | Director | ||||
Carl Eschenbach
(1)(3)
|
54 | Director | ||||
Brittany Bagley
(1)(2)
|
38 | Director |
(1) |
Member of the Audit Committee.
|
(2) |
Member of the Compensation Committee.
|
(3) |
Member of the Nominating and Governance Committee.
|
• |
the Class I directors are Chris Urmson and Sterling Anderson, and their terms will expire at the annual meeting of stockholders to be held in the year that Class I director term will expire;
|
• |
the Class II directors are Michelangelo Volpi, Carl Eschenbach and Dara Khosrowshahi, and their terms will expire at the annual meeting of stockholders to be held in the year that Class II director term will expire; and
|
• |
the Class III directors are Reid Hoffman, Brittany Bagley and James Andrew Bagnell, and their terms will expire at the annual meeting of stockholders to be held in the year that Class III director term will expire.
|
• |
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
|
• |
discussing with our independent registered public accounting firm their independence from management;
|
• |
reviewing with our independent registered public accounting firm the scope and results of their audit;
|
• |
pre-approving all
audit and
permissible non-audit services
to be performed by our independent registered public accounting firm;
|
• |
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;
|
• |
reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and
|
• |
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
|
• |
reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluating the performance of our Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the Aurora Innovation Board regarding the compensation of our Chief Executive Officer;
|
• |
reviewing and setting or making recommendations to the Board regarding the compensation of our other executive officers;
|
• |
making recommendations to the Board regarding the compensation of our directors;
|
• |
reviewing and approving or making recommendations to the Board regarding our incentive compensation and equity-based plans and arrangements; and
|
• |
appointing and overseeing any compensation consultants.
|
• |
identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board;
|
• |
recommending to the Board the nominees for election to the Board at annual meetings of our stockholders;
|
• |
overseeing an evaluation of the Board and its committees; and
|
• |
developing and recommending to the Board a set of corporate governance guidelines.
|
• |
Chris Urmson—Chief Executive Officer and President
|
• |
William Mouat—General Counsel, Vice President, Treasurer and Secretary
|
• |
Richard Tame—Vice President of Finance
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($)
(3)
|
Option
Awards ($)
(5)
|
Total ($)
|
|||||||||||||||
Chris Urmson
Chief Executive Officer and President
|
2020 | 330,000 | 41,250 | — | 371,250 | |||||||||||||||
William Mouat
General Counsel, Vice President, Treasurer and Secretary
|
2020 | 346,923 | 43,365 | 133,461 | 523,749 | |||||||||||||||
Richard Tame
Vice President of Finance
|
2020 | 195,192 | 74,399 | 1,013,474 | 1,283,065 |
(1) |
Represents amounts paid in 2020. Mr. Mouat’s annual base salary was increased from $330,000 to $350,000 effective February 23, 2020.
|
(2) |
Represents amounts paid in 2020. Mr. Tame’s annual base salary in 2020 was $350,000, and his employment began on June 8, 2020.
|
(3) |
Represents annual bonuses earned during 2020 and paid in 2021, except as noted.
|
(4) |
Represents $50,000 for a
sign-on
bonus paid in 2020 and $24,399 for an annual bonus earned during 2020 and paid in 2021.
|
(5) |
Amounts reported represent the aggregate grant date fair value of stock options granted to Aurora’s named executive officers during 2020 computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 7 to the audited consolidated financial statements included in this prospectus.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||
Name
|
Grant
Date |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($)
(1)
|
|||||||||||||||||||||
Chris Urmson
|
— | — | — | — | — | — | — | |||||||||||||||||||||
William Mouat
|
1/7/2017 | 62,500 |
(2)
|
480,323 | ||||||||||||||||||||||||
2/14/2017 | 20,834 |
(3)
|
160,113 | |||||||||||||||||||||||||
2/26/2020 | 28,125 | 46,875 |
(4)
|
3.045 | 2/26/2030 | |||||||||||||||||||||||
Richard Tame
|
7/15/2020 | 0 | 300,000 |
(5)
|
3.15 | 7/15/2030 |
(1) |
This amount reflects the fair market value of Aurora’s common stock of $7.69 per share as of December 31, 2020, multiplied by the amount shown in the column for Number of Shares of Stock That Have Not Vested.
|
(2) |
1/4th of the shares of restricted stock subject to the award vested on February 1, 2018, and 1/48th of the shares subject to the award vest each month thereafter, subject to continued service with Aurora through the applicable vesting date.
|
(3) |
1/4th of the shares of restricted stock subject to the award vested on February 14, 2018 and 1/48th of the shares subject to the award vest each month thereafter, subject to continued service with Aurora through the applicable vesting date.
|
(4) |
1/24th of the shares subject to the option vest each month following March 1, 2020, subject to continued service with Aurora through the applicable vesting date.
|
(5) |
1/4th of the shares subject to the option vest on June 8, 2021 and 1/48th of the shares subject to the option vest each month thereafter, subject to continued service with Aurora through the applicable vesting date.
|
• |
120,900,000 shares of Class A Common Stock;
|
• |
5% of the total number of shares of all classes of Aurora common stock outstanding as of the last day of our immediately preceding fiscal year; or
|
• |
Such lesser amount determined by the administrator.
|
Name
|
Fees Earned or
Paid in Cash ($) |
Stock Awards
($)(1) |
Option Awards
($)(1) |
Total ($)
|
||||||||||||
Carl Eschenbach
|
— | — | — | — | ||||||||||||
Reid Hoffman
|
— | — | — | — | ||||||||||||
Ian Smith
|
— | — | — | — | ||||||||||||
Mike Volpi
|
— | — | — | — |
(1) |
The aggregate number of stock and option awards outstanding for each
non-employee
director on December 31, 2020 was 0.
|
• |
the beneficial ownership of our capital stock as of November 3, 2021 (unless otherwise specified), as adjusted to reflect the Class A Common Stock that may be sold from time to time pursuant to this prospectus, for: (i) each person or group of affiliated persons known to us to be the beneficial owner of more than 5% of outstanding Class A Common Stock or Class B Common Stock; (ii) each of our named executive officers and directors; and (iii) all of our executive officers and directors as a group.
|
• |
certain information concerning the shares of Class A common stock and private placement warrants that may be offered from time to time by each Selling Securityholder under this prospectus.
|
Common Stock Beneficially Owned Prior to
Offering |
|
|
Common Stock Beneficially Owned After
Offering |
|
Private Placement Warrants
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner
(1)
|
Number of
Shares of Class A Common Stock Beneficially Owned |
% of
Class A Common Stock Beneficially Owned |
Number of
Shares of Class B Common Stock Beneficially Owned |
% of
Class B Common Stock Beneficially Owned |
% of
Total Voting Power Prior to Offering
**
|
Number of
shares of Class A Common Stock Registered for Sale Hereby |
Number of
Shares of Class A Common Stock Beneficially Owned |
% of
Class A Common Stock Beneficially Owned |
Number of
Shares of Class B Common Stock Beneficially Owned |
% of
Class B Common Stock Beneficially Owned |
% of
Total Voting Power After Offering
**
|
Number
Beneficially Owned Prior to Offering |
%
Beneficially Owned Prior to Offering |
Number of
Warrants Registered for Sale Hereby |
Number
Beneficially Owned After Offering |
%
Beneficially Owned After Offering |
||||||||||||||||||||||||||||||||||||||||||||||||
Greater than 5% Holders
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Neben Holdings LLC
(2)
|
300,936,375 | 46.81 | % | — | — | 5.52 | % | 300,936,375 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Sequoia Capital
(3)
|
500,000 | * | 35,239,761 | 7.33 | % | 6.47 | % | 35,739,761 | — | — | — | — | — | — | — |
|
—
|
|
||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Greylock
(4)
|
— | — | 28,193,946 | 5.86 | % | 5.17 | % | 28,193,946 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Index Ventures
(5)
|
500,000 | * | 37,911,648 | 7.88 | % | 6.96 | % | 38,411,648 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Amazon.com NV Investment Holdings LLC
(6)
|
— | — | 35,239,761 | 7.33 | % | 6.46 | % | 35,239,761 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with T. Rowe Price Associates, Inc.
(7)
|
13,850,000 | 2.15 | % | 35,077,106 | 7.29 | % | 6.69 | % | 48,927,106 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Toyota Motor Corporation
(8)
|
47,561,589 | 7.40 | % | 373,891 | * | * | 373,891 | 47,561,589 | 7.40 | % | — | — | * | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
SoftBank Vision Fund (AIV M2) L.P.
(9)
|
39,417,358 | 6.13 | % | — | — | * | 0 | 39,417,358 | 6.13 | % | — | — | * | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Named Executive Officers and Directors
|
— | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chris Urmson
(10)
|
— | — | 145,831,739 | 30.31 | % | 26.74 | % | 145,831,739 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard Tame
(11)
|
651,252 | * | * | * | 651,252 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
William Mouat
(12)
|
3,442,814 | * | * | * | 3,442,814 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sterling Anderson
(13)
|
— | — | 52,629,503 | 10.94 | % | 9.65 | % | 52,629,503 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
James Andrew Bagnell
(14)
|
— | — | 47,304,449 | 9.83 | % | 8.67 | % | 47,304,449 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Reid Hoffman
(15)
|
8,557,805 | 1.33 | % | 28,976,034 | 6.02 | % | 5.47 | % | 2,456,807 | — | — | — | — | — | 8,900,000 | 100 | % | 8,900,000 | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dara Khosrowshahi
(16)
|
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Michelangelo Volpi
|
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Carl M. Eschenbach
(16)
|
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Brittany Bagley
|
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
All directors and executive officers as a group (ten individuals)
|
12,651,871 | 1.97 | % | 274,741,725 | 57.11 | % | 45.95 | % | 252,316,564 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Other Selling Securityholders
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reinvent Sponsor Y LLC
(17)
|
6,883,086 | 1.07 | % | — | * | 6,883,086 | — | — | — | — | — | 8,900,000 | 100 | % | 8,900,000 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Allen & Company LLC
(18)
|
9,266,996 | 1.44 | % | — | — | * | 1,000,000 | 8,266,996 | 1.286 | % | — | — | * | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Baillie Gifford
(19)
|
15,000,000 | 2.33 | % | 6,578,060 | 1.37 | % | * | 21,578,060 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
CPP Investment Board
PMI-3
Inc.
(20)
|
2,500,000 | * | 5,873,275 | 1.22 | % | * | 8,373,275 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Fidelity
(21)
|
5,000,000 | * | 5,873,273 | 1.22 | % | * | 10,873,273 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ghisallo Master Fund LP
(22)
|
1,000,000 | * | — | — | * | 1,000,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Hedosophia Group Limited
(23)
|
5,200,000 | * | — | — | * | 5,200,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Morgan Stanley
(24)
|
15,000,000 | 2.33 | % | — | — | * | 15,000,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
PACCAR Inc.
(25)
|
1,000,000 | * | — | — | * | 1,000,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with PrimeCap
(26)
|
10,450,000 | 1.63 | % | — | — | * | 10,450,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Entities affiliated with Soros
(27)
|
2,000,000 | * | — | — | * | 2,000,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Volvo Autonomous Solutions AB
(28)
|
500,000 | * | — | — | * | 500,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
XN Exponent Master Fund
(29)
|
6,500,000 | 1.01 | % | — | — | * | 6,500,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Reprogrammed Interchange LLC
(30)
|
1,000,000 | * | — | — | * | 1,000,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
TP Trading II LLC
(31)
|
5,000,000 | * | — | — | * | 5,000,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Michael Thompson
(32)
|
430,000 | * | 1,174,642 | * | * | 430,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Wai-Yen
Lau
|
70,000 | * | — | — | * | 70,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Anne-Marie Slaughter
(33)
|
30,000 | * | — | — | * | 30,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Colleen McCreary
(34)
|
30,000 | * | — | — | * | 30,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Karen Francis
(35)
|
30,000 | * | — | — | * | 30,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Katharina Borchert
(36)
|
30,000 | * | — | — | * | 30,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Workplay Ventures LLC
(37)
|
600,000 | * | — | — | * | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MJP DT Holdings LLC
(38)
|
400,000 | * | — | — | * | 400,000 |
* |
Less than 1%
|
** |
Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single class. Each share of Class B Common Stock is entitled to ten votes per share and each share of Class A Common Stock is entitled to one vote per share. For more information about the voting rights of Common Stock, see the section below titled “Description of Capital Stock.”
|
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Aurora Innovation, Inc., Attention: General Counsel, 50 33
rd
St, Pittsburgh PA, 15201.
|
(2) |
Consists of 300,936,375 shares of Class A Common Stock held by Neben Holdings, LLC. Neben Holdings, LLC is a wholly owned indirect subsidiary of Uber Technologies, Inc., a publicly traded company. The registered address of Uber Technologies, Inc. is 1515 3rd Street, San Francisco, CA 94158.
|
(3) |
Consists of (i) 11,746,572 shares of Class B Common Stock held by Sequoia Capital U.S. Growth Fund VIII, L.P. (“GF VIII”), (ii) 23,493,189 shares of Class B Common Stock held by Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. (“GGF III”), (iii) 165,000 shares of Aurora Class A common stock held by GF VIII and (iv) 335,000 shares of Class A Common Stock held by GGF III. SC US (TTGP), Ltd. is (i) the general partner of SCGGF III–Endurance Partners Management, L.P., which is the general partner of GGF III, and (ii) the general partner of SC U.S. Growth VIII Management, L.P., which is the general partner of GF VIII. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by the Sequoia Capital entities. The directors and stockholders of SC US (TTGP), Ltd. who participate in decisions to exercise voting and investment discretion with respect to GF VIII include Carl Eschenbach, a member of the Board. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas M. Leone and Roelof Botha. As a result, and by virtue of the relationships described in this paragraph, Messrs. Leone and Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III. Mr. Eschenbach expressly disclaims beneficial ownership of the shares held by the Sequoia Capital entities. The address for each of the Sequoia Capital entities is 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025.
|
(4) |
Consists of (i) 25,374,548 shares of Class B Common Stock held by Greylock 15 Limited Partnership (“Greylock 15”), (ii) 1,409,699 shares of Class B Common Stock held by Greylock 15 Principals Limited Partnership (“Greylock Principals”) and (iii) 1,409,699 shares of Class B Common Stock held by Greylock
15-A
Limited Partnership (“Greylock
15-A”).
Greylock 15 GP LLC (“Greylock LLC”), is the general partner of each of Greylock 15, Greylock Principals, and Greylock
15-A.
Reid Hoffman, a member of the Board, Asheem Chandna, James Slavet, Donald Sullivan, and David Sze are the senior managing members of Greylock LLC. The managing members of Greylock LLC may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the Class B Common Stock beneficially owned by Greylock 15, Greylock Principals, and Greylock
15-A.
Each of the managing members of Greylock LLC disclaims beneficial ownership of all securities other than those he owns directly, if any, or by virtue of his indirect pro rata interest, as a managing member of Greylock LLC, in the Class B Common Stock owned by Greylock 15, Greylock Principals, and/or Greylock
15-A.
The business address for each of these entities and individuals is 2550 Sand Hill Road, Suite 200, Menlo Park, CA 94025.
|
(5) |
Consists of (i) 37,342,994 shares of Class B Common Stock held by Index Ventures Growth III (Jersey), L.P. (“Index Growth III”), (ii) 568,654 shares of Class B Common Stock held by Yucca (Jersey) SLP (“Yucca”), (iii) 492,500 shares of Class A Common Stock held by Index Growth III and (iv) 7,500 shares of Class A Common Stock held by Yucca. Index Venture Growth Associates III Limited (“IVGA III”) is the managing general partner of Index Growth III and may be deemed to have voting and dispositive power over the shares held by such fund. Yucca is the administrator of the Index
co-investment
vehicles that are contractually required to mirror the relevant Index funds’ investment, and IVGA III may be deemed to have voting and dispositive power over its allocation of shares held by Yucca. The address of the entities mentioned in this footnote is 5th Floor, 44 Esplanade, St. Helier, Jersey JE1 3FG, Channel Islands.
|
(6) |
Consists of 35,239,761 shares of Class B Common Stock held by Amazon.com NV Investment Holdings LLC. Amazon.com NV Investment Holdings LLC, a wholly owned subsidiary of Amazon.com, Inc., a publicly traded company. The registered address of Amazon.com, Inc. is 410 Terry Avenue North, Seattle, WA 98109.
|
(7) |
Consists of 35,077,106 shares of Class B Common Stock and 13,850,000 shares of Class A Common Stock beneficially owned by funds and accounts (severally and not jointly) that are advised or subadvised by T. Rowe Price Associates, Inc. (“TRPA”). TRPA, as investment adviser, has dispositive and voting power with respect to the shares held by these funds and accounts. For purposes of the Securities Exchange Act of 1934, TRPA may be deemed to be the beneficial owner of these shares; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is a wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. The principal business address of TRPA is 100 East Pratt Street, Baltimore, MD 21202.
|
(8) |
Consists of (i) 47,348,178 shares of Class A Common Stock held by Toyota Motor Corporation, a publicly traded company, (ii) 373,891 shares of Class B Common Stock held by Toyota A.I. Ventures Fund I, L.P. and (iii) 213,411 shares of Class A Common Stock held by Toyota A.I. Ventures Fund I, L.P. Toyota Motor Corporation has dispositive control over the shares held by Toyota A.I. Ventures Fund I, L.P. and may be deemed to beneficially own such shares. The business address for Toyota Motor Corporation is
4-7-1
Nakamura-ku,
Nagoya, Aichi
450-8171,
Japan.
|
(9) |
Consists of 39,417,358 shares of Class A Common Stock held by SoftBank Vision Fund (AIV M2) L.P. (“SVF”). SVF GP (Jersey) Limited (“SVF GP”), is the general partner of SVF. SB Investment Advisers (UK) Limited (“SBIA UK”), has been appointed as alternative investment fund manager (“AIFM”), and is exclusively responsible for managing SVF in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SVF, SBIA UK is exclusively
|
responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of SVF’s investments. SVF GP and SBIA UK are both wholly owned by SoftBank Group Corp. The address of SVF is 251 Little Falls Drive, Wilmington, Delaware 19808. |
(10) |
Consists of 145,831,739 shares of Class B Common Stock held by Mr. Urmson.
|
(11) |
Consists of 651,252 shares of Class A Common Stock issuable upon exercise of Aurora Options, including 244,219 shares of Class A Common Stock issuable upon exercise of Aurora Options exercisable within 60 days from November 3, 2021.
|
(12) |
Consists of (i) 3,354,625 shares of Class A Common Stock held by Mr. Mouat, (ii) 88,190 shares of Class A Common Stock issuable upon exercise of Aurora Options, including 74,622 shares of Class A Common Stock issuable upon exercise of Aurora Options exercisable within 60 days from November 3, 2021 and (iii) 81,406 shares of Class A Common Stock issuable upon settlement of Aurora RSU Awards, including 13,567 shares of Class A Common Stock issuable upon settlement of Aurora RSU Awards that will vest within 60 days from November 3, 2021.
|
(13) |
Consists of (i) 52,627,338 shares of Class B Common Stock held by Mr. Anderson and (ii) 2,170 shares of Class B Common Stock held by the Anderson 2021 GRAT, of which Mr. Anderson is trustee.
|
(14) |
Consists of 47,304,449 shares of Class B Common Stock held by Mr. Bagnell.
|
(15) |
Consists of (i) 6,883,086 shares of Class A Common Stock held by Reinvent Sponsor Y LLC, (ii) 1,000,000 shares of Class A Common Stock held by Reprogrammed Interchange LLC, (iii) 674,719 shares of Class A Common Stock held by Programmable Exchange LLC, (iv) 782,088 shares of Class B Common Stock held by Thigmotropism LLC, (v) shares of Class B Common Stock held by the Greylock entities referenced in footnote (4) above and (vi) 8,900,000 shares of Class A Common Stock issuable upon conversion of the Private Placement Warrants held by Reinvent Sponsor Y LLC. Mr. Hoffman is an equityholder of Reinvent Sponsor Y LLC. Mr. Hoffman may be deemed to beneficially own shares held by Reinvent Sponsor Y LLC by virtue of his shared control over the Sponsor. Mr. Hoffman may be deemed to beneficially own shares held by Reprogrammed Interchange LLC, Programmable Exchange LLC and Thigmotropism LLC by virtue of his voting and investment power over such shares.
|
(16) |
Mr. Eschenbach is a general partner at Sequoia Capital Operations, LLC. Mr. Eschenbach disclaims beneficial ownership of all shares held by the Sequoia Capital entities referred to in footnote (3) above.
|
(17) |
Consists of (i) 6,883,086 shares of Class A Common Stock and (ii) 8,900,000 shares of Class A Common Stock issuable upon conversion of the Private Placement Warrants, which are registered for issuance and resale in this prospectus. The business address of Reinvent Sponsor Y LLC is 215 Park Avenue, Floor 11, New York, New York 10003.
|
(18) |
Consists of 1,000,000 shares of Class A Common stock beneficially owned by funds and accounts (severally and not jointly) of which Allen & Company LLC serves as managing member. The selling stockholder is controlled by the members of Allen & Company LLC. Ian Smith, a Managing Director of Allen & Company LLC, is a former director of the Company. Mr. Smith resigned from the Company’s board in 2021. The address for notice is 711 Fifth Avenue, New York, New York 10022.
|
(19) |
Baillie Gifford & Co. has been appointed to act for and on behalf of as investment manager for Baillie Gifford US Growth Trust PLC (“US Growth Trust”) and Scottish Mortgage Investment Trust PLC (“Scottish Mortgage Trust”) with full voting and investment power. The address of each of US Growth Trust and Scottish Mortgage Trust is c/o Baillie Gifford, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, United Kingdom.
|
(20) |
The natural control person and authorized signatory of CPP Investment Board
PMI-3
Inc (“CPPIB”) is Leon Pederson. The address for CPPIB is One Queen Street East, Suite 2500, Toronto, ON, M5C 2W5 Canada.
|
(21) |
These securities are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The address is 140 Broadway, New York, NY 10005.
|
(22) |
Michael Germino is the natural control person and authorized signatory for the securities held by Ghisallo Master Fund LP. The address for notice is 190 Elgin Avenue, George Town, Grand Cayman, CI KY
1-9008.
|
(23) |
The board of directors of Hedosophia Public Investments Limited comprises Ian Osborne, Iain Stokes, Rob King and Trina Le Noury and each director has shared voting and dispositive power with respect to the securities held by Hedosophia Public Investments Limited. Each of them disclaims beneficial ownership of the securities held by Hedosophia Public Investments Limited. The address of Hedosophia Public Investments Limited is Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.
|
(24) |
Consists of 15,000,000 shares of Class A Common Stock beneficially owned by funds and accounts (severally and not jointly) of which Morgan Stanley Investment Management Inc. (“MSIM”) serves as investment manager or adviser. MSIM, as investment manager or adviser of Selling Securityholder, holds the power to vote or dispose of the securities mentioned here. The address of MSIM is 522 Fifth Avenue, New York, NY 10036.
|
(25) |
The natural control persons are the directors of PACCAR Inc. For more information, please see PACCAR Inc.’s public filings with the SEC. The address for notices is 777 106th Ave N.E., Bellevue, WA 98004.
|
(26) |
Consists of 10,450,000 shares of Class A Common Stock beneficially owned by funds and accounts (severally and not jointly) controlled by PRIMECAP Management Company. The address of PRIMECAP Management Company is 177 East Colorado Blvd., 11
th
Floor, Pasadena, CA 91105.
|
(27) |
Consists of 2,000,000 shares of Class A Common Stock beneficially owned by funds and accounts (severally and not jointly) of which Soros Fund Management LLC (“SFM LLC”) serves as principal investment manager. As such, SFM LLC has been granted investment discretion over portfolio investments, including the securities, held for the account of these entities. George Soros serves as Chairman of SFM LLC and has sole discretion to replace FPR Manager LLC, the manager of SFM LLC. The address of SFM LLC is 250 West 55
th
Street, 29
th
Floor, New York, NY 10019.
|
(28) |
Volvo AB is the ultimate parent holding company of Volvo Autonomous Solutions AB. On behalf of Volvo Autonomous Solutions AB, the executive officers and the board of directors of Volvo Autonomous Solutions AB have voting and investment power over the shares held by Volvo Autonomous Solutions AB, which is the registered holders of the securities. Volvo AB and such executive officers and directors of Volvo Autonomous Solutions AB expressly disclaim beneficial ownership of all securities held by Volvo Autonomous Solutions AB. The address for notice is CampX, Praestvaegen 12, 41875 Gothenburg, Sweden.
|
(29) |
XN LP serves as investment manager to XN Exponent Master Fund LP (the “Fund”) and has discretionary authority to make investment decisions and determine how to vote any securities held by the Fund. The general partner of XN LP is XN Management GP LLC, which is indirectly controlled by Gaurav Kapadia. The address for notice is 412 West 15th Street, 13th Floor, New York, NY 10011.
|
(30) |
The manager of Reprogrammed Interchange LLC is Frank Huang. Mr. Hoffman, a member of our board of directors, may be deemed the beneficial owner of the shares of common stock held by Reprogrammed Interchange LLC. The business address of Reprogrammed Interchange LLC is 1415 Commercial Avenue #105, Anacortes, WA 98221.
|
(31) |
The securities of the Company set forth herein are directly beneficially owned by TP Trading II LLC (“TP Trading II”). TP Trading II is an affiliate of Third Point LLC (“Third Point”) and holds the securities listed herein as nominee for funds managed and/or advised by Third Point and not in its individual capacity. Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule
13d-3
under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by TP Trading II. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. The business address for Mr. Loeb and the entities identified in this footnote is c/o Third Point LLC, 55 Hudson Yards, 51st Floor, New York, NY 10001.
|
(32) |
Consists of (i) 430,000 shares of Class A common stock held directly by Mr. Thompson and (ii) 1,174,642 shares of Class B common stock held by Reinvent Capital Fund LP. Mr. Thompson may be deemed a beneficial owner of securities held by Reinvent Capital Fund LP by virtue of his shared control over Reinvent Capital Fund LP. Mr. Thompson disclaims beneficial ownership of the securities held by Reinvent Capital Fund LP, except to the extent of his pecuniary interest therein. Mr. Thompson was Chief Executive Officer, Chief Financial Officer and a director of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of Mr. Thompson is c/o Reinvent, 215 Park Avenue, Floor 11, New York, New York 10003.
|
(33) |
Ms. Slaughter was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of Ms. Slaughter is c/o Reinvent, 215 Park Avenue, Floor 11, New York, New York 10003.
|
(34) |
Ms. McCreary was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of Ms. McCreary is c/o Reinvent, 215 Park Avenue, Floor 11, New York, New York 10003.
|
(35) |
Ms. Francis was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of Ms. Francis is c/o Reinvent, 215 Park Avenue, Floor 11, New York, New York 10003.
|
(36) |
Ms. Borchert was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of Ms. Borchert is c/o Reinvent, 215 Park Avenue, Floor 11, New York, New York 10003.
|
(37) |
The manager of Workplay Ventures LLC is Gretchen Lucas. Workplay Ventures LLC is wholly owned by 4D Revocable Trust. Mark J. Pincus is the Trustee of 4D Revocable Trust. Mr. Pincus was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of MJP DT Holdings LLC is 3450 Sacramento St. #722, San Francisco, CA 94118.
|
(38) |
The manager of MJP DT Holdings LLC is Gretchen Lucas. MJP DT Holdings LLC is wholly owned by MJP 2020 Delaware Irrevocable Trust, the trustee of which is J.P. Morgan Trust Company of Delaware. Mark J. Pincus has the right to remove and replace the trustee of MJP 2020 Delaware Irrevocable Trust. Mr. Pincus was a member of the board of directors of Reinvent Technology Partners Y prior to the consummation of the Business Combination. The business address of MJP DT Holdings LLC is 3450 Sacramento St. #722, San Francisco, CA 94118.
|
• |
50,000,000,000 shares are designated as Class A Common Stock;
|
• |
1,000,000,000 shares are designated as Class B Common Stock; and
|
• |
1,000,000,000 shares are designated as preferred stock.
|
• |
amend or modify any provision of the Certificate of Incorporation inconsistent with, or otherwise alter, any provision of the Certificate of Incorporation to modify the voting, conversion or other rights, powers, preferences, privileges or restrictions of the Class B Common Stock;
|
• |
reclassify any outstanding shares of Class A Common Stock into shares having rights as to dividends or liquidation that are senior to the Class B Common Stock or the right to have more than one vote for each share thereof;
|
• |
issue any shares of Class B Common Stock, including by dividend, distribution or otherwise; or
|
• |
authorize, or issue any shares of, any class or series of our capital stock having the right to more than one vote for each share thereof.
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per Warrant;
|
• |
upon not less than 30 days’ written notice of redemption to each Warrant holder; and
|
• |
if and only if, the last reported sale price of the shares of Class A Common Stock for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like)
|
• |
in whole and not in part;
|
• |
at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our shares of Class A Common Stock except as otherwise described below;
|
• |
if, and only if, the Reference Value (as defined above under “
Redemption of Warrants when the price per share of Class
A Common Stock equals or exceeds $18.00
|
• |
if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Redemption Date
|
Fair Market Value of Class A Common Stock
|
|||||||||||||||||||||||||||||||||||
(period to expiration of warrants)
|
³
10.00
|
11.00
|
12.00
|
13.00
|
14.00
|
15.00
|
16.00
|
17.00
|
³
18.00
|
|||||||||||||||||||||||||||
60 months
|
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months
|
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months
|
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months
|
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months
|
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months
|
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months
|
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months
|
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months
|
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months
|
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months
|
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months
|
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months
|
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months
|
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months
|
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months
|
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months
|
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months
|
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months
|
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months
|
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months
|
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
• |
the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the Board prior to the time that the stockholder became an interested stockholder;
|
• |
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
• |
at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the Board and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least
two-thirds
of the outstanding voting stock which is not owned by the interested stockholder.
|
• |
any breach of their duty of loyalty to our company or our stockholders;
|
• |
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
|
• |
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or
|
• |
any transaction from which they derived an improper personal benefit.
|
• |
1% of the then outstanding equity shares of the same class; and
|
• |
the average weekly trading volume of Class A Common Stock or Warrants, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than
Form 8-K
reports; and
|
• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
• |
banks, insurance companies, regulated investment companies, real estate investment trusts or other financial institutions;
|
• |
persons subject to the alternative minimum tax;
|
• |
tax-exempt
or governmental organizations;
|
• |
pension plans and
tax-qualified
retirement plans;
|
• |
controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;
|
• |
entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities (or investors in such entities or arrangements);
|
• |
brokers or dealers in securities or currencies;
|
• |
traders in securities that elect to use a
mark-to-market
|
• |
persons who own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);
|
• |
certain former citizens or long-term residents of the United States;
|
• |
persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other risk reduction transaction;
|
• |
persons who hold or receive our common stock pursuant to the exercise of any option or otherwise as compensation;
|
• |
persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment);
|
• |
persons deemed to sell our common stock under the constructive sale provisions of the Code; or
|
• |
persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an “applicable financial statement” as defined in Section 451(b) of the Code.
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof, or otherwise treated as such for U.S. federal income tax purposes;
|
• |
an estate whose income is subject to U.S. federal income tax regardless of its source; or
|
• |
a trust (x) whose administration is subject to the primary supervision of a U.S. court and that has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.
|
• |
the gain is effectively connected with your conduct of a U.S. trade or business (and, if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment or fixed base maintained by you in the United States);
|
• |
you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or
|
• |
our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or a USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding your disposition of, or your holding period for, our common stock.
|
• |
We will not receive any of the proceeds of the sale of the Securities offered by this prospectus. We will receive up to an aggregate of approximately $244.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash and from the exercise of the Affiliate Options and the Former Employee Options. The aggregate proceeds to the Selling Securityholders from the sale of the Securities will be the purchase price of the Securities less any discounts and commissions. We will not pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the Securities covered by this prospectus. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchases of Securities to be made directly or through agents.
|
• |
directly by the Selling Securityholders;
|
• |
through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or agent’s commissions from the Selling Securityholders or the purchasers of the Securities; or
|
• |
through a combination of any of these methods of sale.
|
• |
fixed prices;
|
• |
prevailing market prices at the time of sale;
|
• |
prices related to such prevailing market prices;
|
• |
varying prices determined at the time of sale; or
|
• |
negotiated prices.
|
• |
through one or more underwritten offerings on a firm commitment or best efforts basis;
|
• |
settlement of short sales entered into after the date of this prospectus;
|
• |
agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share;
|
• |
in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
|
• |
in privately negotiated transactions;
|
• |
in options or other hedging transactions, whether through an options exchange or otherwise;
|
• |
in distributions to members, limited partners or stockholders of Selling Securityholders;
|
• |
any other method permitted by applicable law;
|
• |
on any national securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, including Nasdaq;
|
• |
in the
over-the-counter
|
• |
in transactions otherwise than on such exchanges or services or in the
over-the-counter
|
• |
any other method permitted by applicable law; or
|
• |
through any combination of the foregoing.
|
Page
|
||
As of December 31, 2020
|
||
F-2
|
||
F-3
|
||
F-4
|
||
F-5
|
||
F-6
|
||
F-7
|
||
As of June 30, 2021
|
||
F-17
|
||
F-18
|
||
F-19
|
||
F-20
|
||
F-21
|
Page
|
||
As of December 31, 2019 and December 31, 2020
|
||
F-39
|
||
F-40
|
||
F-41
|
||
F-42
|
||
F-43
|
||
F-44
|
||
F-45
|
||
As of June 30, 2021
|
||
F-66
|
||
F-67
|
||
F-68
|
||
F-69
|
||
F-71
|
||
F-72
|
Page
|
||
As of December 31, 2019 and 2020
|
||
F-88
|
||
F-89
|
||
F-90
|
||
F-91
|
||
F-92
|
||
F-93
|
Assets:
|
||||
Current assets:
|
||||
Prepaid expenses
|
$ | 6,380 | ||
|
|
|||
Total current assets
|
6,380 | |||
Deferred offering costs associated with proposed public offering
|
56,483 | |||
|
|
|||
Total Assets
|
$
|
62,863
|
|
|
|
|
|||
Liabilities and Shareholder’s Equity:
|
||||
Current liabilities:
|
||||
Accounts payable
|
$ | 23,450 | ||
Accrued expenses
|
33,033 | |||
|
|
|||
Total current liabilities
|
$ | 56,483 | ||
|
|
|||
Commitments and Contingencies
|
||||
Shareholder’s 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; none issued and outstanding
|
— | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 24,437,500 shares issued and outstanding
(1)
(2)
|
2,444 | |||
Additional
paid-in
capital
|
22,556 | |||
Accumulated deficit
|
(18,620 | ) | ||
|
|
|||
Total shareholder’s equity
|
6,380 | |||
|
|
|||
Total Liabilities and Shareholder’s Equity
|
$
|
62,863
|
|
|
|
|
(1) |
This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
(2) |
On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5).
|
General and administrative expenses
|
$ | 18,620 | ||
|
|
|||
Net loss
|
$ | (18,620 | ) | |
|
|
|||
Weighted average ordinary shares outstanding, basic and diluted
(1)(2)
|
21,250,000 | |||
|
|
|||
Basic and diluted net loss per ordinary share
|
$ | (0.00 | ) | |
|
|
(1) |
This number excludes an aggregate of up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
(2) |
On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5).
|
Ordinary Shares
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholder's
Equity
|
|||||||||||||||||||||||||
Class A
|
Class B
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance—October 2, 2020 (inception)
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B ordinary shares to Sponsor
(1)
(2)
|
— | — | 24,437,500 | 2,444 | 22,556 | — | 25,000 | |||||||||||||||||||||
Net loss
|
— | — | — | — | — | (18,620 | ) | (18,620 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance—December 31, 2020
|
|
—
|
|
$
|
—
|
|
|
24,437,500
|
|
$
|
2,444
|
|
$
|
22,556
|
|
$
|
(18,620
|
)
|
$
|
6,380
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
|
(2) |
On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization (see Note 5).
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (18,620 | ) | |
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
18,620 | |||
|
|
|||
Net cash used in operating activities
|
— | |||
|
|
|||
Net increase in cash
|
— | |||
Cash—beginning of the period
|
— | |||
|
|
|||
Cash—ending of the period
|
$
|
—
|
|
|
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
|
$ | 25,000 | ||
Deferred offering costs included in accrued expenses
|
$ | 33,033 | ||
Deferred offering costs included in accounts payable
|
$ | 23,450 |
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
|
• |
if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within a
30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
June 30, 2021
|
December 31, 2020
|
|||||||
Assets:
|
(unaudited) | |||||||
Current assets:
|
||||||||
Cash
|
$ | 501,493 | $ | — | ||||
Prepaid expenses
|
1,324,605 | 6,380 | ||||||
|
|
|
|
|||||
Total current assets
|
1,826,098 | 6,380 | ||||||
Deferred offering costs associated with proposed public offering
|
— | 56,483 | ||||||
Investment
held in Trust Account
|
977,543,775 | — | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
979,369,873
|
|
$
|
62,863
|
|
||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 27,964 | $ | 23,450 | ||||
Accrued expenses
|
323,245 | 33,033 | ||||||
Due to related party
|
497,675 | — | ||||||
|
|
|
|
|||||
Total current liabilities
|
848,884 | 56,483 | ||||||
Deferred legal fees
|
18,182 | — | ||||||
Deferred underwriting commissions
|
34,212,500 | — | ||||||
Derivative warrant liabilities
|
38,914,670 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
73,994,236 | 56,483 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 90,037,563 and 0 shares subject to possible redemption at $10.00 per share at
June
3
0
, 2021 and December 31, 2020, respectively
|
900,375,630 | — | ||||||
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; 7,712,437 and 0 shares issued and outstanding (excluding
90,037,563
and 0
shares subject to possible redemption) at
June
3
0
, 2021 and December 31, 2020, respectively
|
771 | — | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 24,437,500 shares issued and outstanding at
June 30
, 2021 and December 31, 2020
|
2,444 | 2,444 | ||||||
Additional
paid-in
capital
|
10,845,128 | 22,556 | ||||||
Accumulated deficit
|
(5,848,336 | ) | (18,620 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity
|
5,000,007 | 6,380 | ||||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity
|
$
|
979,369,873
|
|
$
|
62,863
|
|
||
|
|
|
|
For the three
months ended June 30, 2021 |
For the six
months ended June 30, 2021 |
|||||||
General and administrative expenses
|
$ | 799,535 |
|
$
|
1,008,041 | |||
|
|
|
|
|||||
Loss from operations
|
(799,535 | ) |
|
|
(1,008,041
|
)
|
||
Other income (expense)
|
|
|
|
|||||
Change in fair value of derivative warrant liabilities
|
(2,841,130 | ) |
|
|
(3,753,970
|
)
|
||
Financing costs - derivative warrant liabilities
|
— |
|
|
(1,111,480
|
)
|
|||
Unrealized gain on investments held in Trust Account
|
34,940 |
|
|
43,775
|
||||
|
|
|
|
|||||
Total other income (expense)
|
(2,806,190 | ) |
|
|
(4,821,675
|
)
|
||
|
|
|
|
|||||
Net loss
|
$ | (3,605,725 | ) |
|
$
|
(5,829,716
|
)
|
|
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares
|
97,746,081 |
|
|
97,746,566
|
||||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share
|
$ | — |
|
$
|
—
|
|||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding of Class B ordinary shares
|
24,437,500 |
|
|
23,099,102
|
||||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share
|
$ | (0.16 | ) |
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Shareholders’
Equity
|
|
||||||||||||||||
|
|
Class A
|
|
|
Class B
|
|
||||||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
||||||||||||||||
Balance - December 31, 2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
24,437,500
|
|
|
$
|
2,444
|
|
|
$
|
22,556
|
|
|
$
|
(18,620
|
)
|
|
$
|
6,380
|
|
Sale of units in initial public offering, less allocation to derivative warrant liabilities
|
|
|
97,750,000 |
|
|
|
9,775 |
|
|
|
—
|
|
|
|
—
|
|
|
|
957,721,115 |
|
|
|
—
|
|
|
|
957,730,890 |
|
Offering costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(53,390,327 |
)
|
|
|
—
|
|
|
|
(53,390,327 |
)
|
Excess of cash receipts over the fair value of the private warrants sold to Sponsor
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,858,410 |
|
|
|
—
|
|
|
|
6,858,410 |
|
Shares subject to possible redemption
|
|
|
(90,398,136 |
)
|
|
|
(9,040 |
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(903,972,320 |
)
|
|
|
—
|
|
|
|
(903,981,360 |
)
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,223,991 |
)
|
|
|
(2,223,991 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
|
7,351,864
|
|
|
$
|
735
|
|
|
|
24,437,500
|
|
|
$
|
2,444
|
|
|
$
|
7,239,434
|
|
|
$
|
(2,242,611
|
)
|
|
$
|
5,000,002
|
|
Shares subject to possible redemption
|
|
|
360,573 |
|
|
|
36 |
|
|
|
—
|
|
|
|
—
|
|
|
|
3,605,694 |
|
|
|
—
|
|
|
|
3,605,730 |
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,605,725 |
)
|
|
|
(3,605,725 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (unaudited)
|
|
|
7,712,437
|
|
|
$
|
771
|
|
|
|
24,437,500
|
|
|
$
|
2,444
|
|
|
$
|
10,845,128
|
|
|
$
|
(5,848,336
|
)
|
|
$
|
5,000,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (5,829,716 | ) | |
Change in fair value of derivative warrant liabilities
|
3,753,970 | |||
Financing costs - derivative warrant liabilities
|
1,111,480 | |||
Unrealized gain on investments held in Trust Account
|
(43,775 | ) | ||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(1,318,225 | ) | ||
Accounts payable
|
27,964 | |||
Accrued expenses
|
53,396 | |||
Due to related party
|
497,675 | |||
|
|
|||
Net cash used in operating activities
|
(1,747,231 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
|
(977,500,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(977,500,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Repayment of note payable to related party
|
(295,179 | ) | ||
Proceeds received from initial public offering, gross
|
977,500,000 | |||
Proceeds received from private placement
|
22,250,000 | |||
Offering costs paid
|
(19,706,097 | ) | ||
|
|
|||
Net cash provided by financing activities
|
979,748,724 | |||
|
|
|||
Net increase in cash
|
501,493 | |||
Cash - beginning of the period
|
— | |||
|
|
|||
Cash - end of the period
|
$
|
501,493
|
|
|
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Offering costs included in accrued expenses
|
$ | 236,816 | ||
Offering costs paid by related party under promissory note
|
$ | 295,179 | ||
Deferred legal fees
|
$ | 18,182 | ||
Deferred underwriting commissions
|
$ | 34,212,500 | ||
Initial value of Class A ordinary shares subject to possible redemption
|
$ | 905,037,840 | ||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (1,056,480 | ) |
|
F-22
|
|
|
F-23
|
|
|
F-24
|
|
|
F-25
|
|
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
F-26
|
|
|
F-27
|
|
For the three months
ended June 30, 2021 |
For the six months
ended June 30, 2021 |
|||||||
Class A ordinary shares
|
||||||||
Numerator: Earnings allocable to Class A ordinary shares
|
||||||||
Unrealized gain on investments held in Trust Account
|
$ | 34,940 | $ | 43,775 | ||||
Less: Company’s portion available to be withdrawn to pay taxes
|
$ | (34,940 | ) | $ | (43,775 | ) | ||
|
|
|
|
|||||
Net income attributable to Class A ordinary shares
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Denominator: Weighted average Class A ordinary shares
|
||||||||
Basic and diluted weighted average shares outstanding
|
|
97,746,081
|
|
|
97,746,566
|
|
||
|
|
|
|
|||||
Basic and diluted net income per share
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Class B ordinary shares
|
||||||||
Numerator: Net Loss minus Net Earnings allocable to Class A ordinary shares
|
||||||||
Net loss
|
$ | (3,605,725 | ) | $ | (5,829,716 | ) | ||
Net income allocable to Class A ordinary shares
|
— | — | ||||||
|
|
|
|
|||||
Net loss allocable to Class B ordinary shares
|
$
|
(3,605,725
|
)
|
$
|
(5,829,716
|
)
|
||
|
|
|
|
|||||
Denominator: weighted average Class B ordinary shares
|
||||||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares
|
|
24,437,500
|
|
|
23,099,102
|
|
||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B ordinary shares
|
$
|
(0.16
|
)
|
$
|
(0.25
|
)
|
||
|
|
|
|
|
F-28
|
|
|
F-29
|
|
|
F-30
|
|
|
F-31
|
|
|
F-32
|
|
|
F-33
|
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per
W
arrant;
|
• |
upon not less than 30 days’ prior written notice of redemption to each
W
arrant holder; and
|
• |
if, and only if, the last reported sale price of Class A ordinary shares for any 20 trading days within
a 30-trading day
period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the
W
arrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).
|
• |
in whole and not in part;
|
• |
at $0.10 per
W
arrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their
W
arrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
|
• |
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted); and
|
• |
if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
|
F-34
|
|
Description
|
Quoted Prices in
Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Other Unobservable Inputs (Level 3) |
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund
|
$ | 977,543,775 | $ | — | $ | — | ||||||
Liabilities:
|
||||||||||||
Derivative warrant liabilities – public warrants
|
$ | 22,008,700 | $ | — | $ | — | ||||||
Derivative warrant liabilities – private warrants
|
$ | — | $ | — | $ | 16,905,970 |
|
F-35
|
|
As of
June 30, 2021 |
||||
Stock price
|
$ | 9.89 | ||
Volatility
|
22.8 | % | ||
Expected life of the options to convert
|
6.21 | |||
Risk-free rate
|
1.07 | % | ||
Dividend yield
|
— |
Public
Warrants |
Private
Warrants |
Total
|
||||||||||
Derivative warrant liabilities at December 31, 2020
|
$ | — | $ | — | $ | — | ||||||
Issuance of derivative warrant liabilities
|
19,769,110 | 15,391,590 | 35,160,700 | |||||||||
Transfer of Public Warrants to Level 1
|
(22,008,700 | ) | — | (22,008,700 | ) | |||||||
Change in fair value of derivative warrant liabilities
|
2,239,590 | 1,514,380 | 3,753,970 | |||||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities at June 30, 2021
|
$ | — | $ | 16,905,970 | $ | 16,905,970 | ||||||
|
|
|
|
|
|
• |
at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), upon the terms and subject to the conditions of the Merger Agreement, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will merge with and into Aurora, the separate corporate existence of Merger Sub will cease and Aurora will be the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”);
|
• |
upon the effective time of the Domestication (defined below), the Company will immediately be renamed “Aurora Innovation, Inc.” (after the Domestication, the Company is referred to as “Aurora Innovation”);
|
|
F-36
|
|
• |
as a result of the Merger, among other things, all outstanding shares of Aurora capital stock will be cancelled in exchange for the right to receive shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and shares of Aurora Innovation Class B common stock (at a deemed value of $10.00 per share) representing
a pre-transaction equity
value of Aurora of $11.0 billion; the Aurora Innovation Class B common stock will have the same economic terms as the Aurora Innovation Class A common stock, but the Aurora Innovation Class B common stock will carry ten votes per share while the Aurora Innovation Class A common stock will carry one vote per share; and
|
• |
as a result of the Merger, all outstanding Aurora equity awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Aurora Innovation Class A common stock.
|
|
F-37
|
|
December 31, 2020
|
December 31, 2019
|
|||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 387,346 | $ | 246,490 | ||||
Restricted cash
|
182 | 182 | ||||||
Short-term investments
|
— | 349,958 | ||||||
Prepaid expenses and other current assets
|
18,918 | 7,810 | ||||||
|
|
|
|
|||||
Total current assets
|
406,446 | 604,440 | ||||||
Property and equipment, net
|
10,897 | 5,934 | ||||||
Operating lease
right-of-use
|
90,864 | 16,734 | ||||||
Restricted cash, long term
|
12,300 | 300 | ||||||
Other assets
|
15,631 | 1,303 | ||||||
Acquisition related intangible assets
|
52,700 | 52,804 | ||||||
Goodwill
|
30,047 | 30,047 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 618,885 | $ | 711,562 | ||||
|
|
|
|
|||||
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 6,502 | $ | 3,026 | ||||
Accrued expenses and other liabilities
|
18,768 | 5,415 | ||||||
Operating lease liabilities, current
|
6,681 | 4,750 | ||||||
|
|
|
|
|||||
Total current liabilities
|
31,951 | 13,191 | ||||||
Operating lease liabilities, long-term
|
97,153 | 12,954 | ||||||
Deferred tax liability
|
3,052 | 3,052 | ||||||
Other long-term liabilities
|
25 | 775 | ||||||
|
|
|
|
|||||
Total liabilities
|
$ | 132,181 | $ | 29,972 | ||||
|
|
|
|
|||||
Redeemable convertible preferred stock
|
||||||||
Redeemable convertible preferred stock, $0.0001 par value; 140,425,920 shares authorized, 133,727,268 shares issued and outstanding
|
763,283 | 763,815 | ||||||
Stockholders’ deficit
|
||||||||
Common stock, $0.0001 par value, 333,000,000 shares authorized, 128,434,407 issued and outstanding
|
13 | 12 | ||||||
Additional paid-in capital
|
59,171 | 38,952 | ||||||
Accumulated other comprehensive income
|
— | 125 | ||||||
Accumulated deficit
|
(335,763 | ) | (121,314 | ) | ||||
|
|
|
|
|||||
Total stockholders’ deficit
|
(276,579 | ) | (82,225 | ) | ||||
|
|
|
|
|||||
Total liabilities redeemable convertible preferred stock, and stockholder’s deficit
|
$ | 618,885 | $ | 711,562 | ||||
|
|
|
|
Years Ended
December 31,
|
||||||||
2020
|
2019
|
|||||||
Development services revenue
|
$ | — | $ | 19,601 | ||||
Operating expenses:
|
||||||||
Cost of revenue
|
— | 160 | ||||||
Research and development
|
179,426 | 107,368 | ||||||
Selling general and administrative
|
38,693 | 25,591 | ||||||
|
|
|
|
|||||
Total operating expenses
|
218,119 | 133,119 | ||||||
|
|
|
|
|||||
Loss from operations
|
(218,119 | ) | (113,518 | ) | ||||
Other income (expense):
|
||||||||
Interest income
|
3,717 | 11,701 | ||||||
Other expense
|
(45 | ) | (31 | ) | ||||
|
|
|
|
|||||
Loss before income taxes
|
(214,447 | ) | (101,848 | ) | ||||
Income tax expense (benefit)
|
2 | (7,771 | ) | |||||
|
|
|
|
|||||
Net loss
|
$ | (214,449 | ) | $ | (94,077 | ) | ||
|
|
|
|
|||||
Basic and diluted net loss per share
|
(1.72 | ) | (0.80 | ) | ||||
|
|
|
|
|||||
Basic and diluted weighted-average shares outstanding
|
$ | 124,743,865 | $ | 117,188,874 | ||||
|
|
|
|
Twelve Months Ended
December 31,
|
||||||||
2020
|
2019
|
|||||||
Net Loss
|
$ | (214,449 | ) | $ | (94,077 | ) | ||
Other comprehensive Income:
|
||||||||
Available-for
sale investments
|
||||||||
Net unrealized gain (loss)
|
(125 | ) | 125 | |||||
|
|
|
|
|||||
Net Change
|
(125 | ) | 125 | |||||
|
|
|
|
|||||
Other Comprehensive Income (loss)
|
(125 | ) | 125 | |||||
|
|
|
|
|||||
Comprehensive Loss
|
$ | (214,574 | ) | $ | (93,952 | ) | ||
|
|
|
|
Redeemable Convertible
Preferred stock
|
Common stock
|
Additional
Paid-in
capital |
Accumulated
other comprehensive income |
Accumulated
deficit |
Total
Stockholders’ Deficit |
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2018
|
59,780,210 | $ | 89,639 | 112,740,624 | $ | 11 | $ | 2,966 | $ | — | $ | (27,237 | ) | $ | (24,260 | ) | ||||||||||||||||
Issuance of Series B redeemable convertible preferred stock at $9.2403 per share net of issuance costs of $4,969
|
69,146,470 | 633,966 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series B redeemable convertible preferred stock at $9.2403 per share in relation to acquisition
|
2,300,690 | 21,259 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series
B-1
redeemable convertible preferred stock at $7.410 per share in relation to acquisition
|
2,557,518 | 18,951 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of common stock in relation to acquisition
|
— | — | 1,835,678 | — | 6,933 | — | — | 6,933 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options
|
— | — | 676,884 | — | 318 | — | — | 318 | ||||||||||||||||||||||||
Vesting of early exercised stock options
|
— | — | 1,557,604 | — | 603 | — | — | 603 | ||||||||||||||||||||||||
Vesting of restricted stock
|
— | — | 4,854,049 | 1 | (1 | ) | — | — | ||||||||||||||||||||||||
Cancellation of restricted stock
|
— | — | (250,000 | ) | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 28,133 | — | — | 28,133 | ||||||||||||||||||||||||
Unrealized gain on held for sale investments
|
— | — | — | — | — | 125 | — | 125 | ||||||||||||||||||||||||
Net Loss
|
— | — | — | — | — | — | (94,077 | ) | (94,077 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2019
|
133,784,888 | $ | 763,815 | 121,414,839 | $ | 12 | $ | 38,952 | $ | 125 | $ | (121,314 | ) | $ | (82,225 | ) | ||||||||||||||||
Issuance of common stock upon exercise of stock options
|
— | — | 1,581,669 | — | 2,952 | — | — | 2,952 | ||||||||||||||||||||||||
Vesting of early exercised stock options
|
— | — | 1,042,290 | — | 388 | — | — | 388 | ||||||||||||||||||||||||
Vesting of restricted stock
|
— | — | 4,395,609 | 1 | (1 | ) | — | — | — | |||||||||||||||||||||||
Repurchase of series B redeemable convertible preferred stock at $9.2403
|
(57,620 | ) | (532 | ) | — | — | — | — | — | |||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 16,880 | — | — | 16,880 | ||||||||||||||||||||||||
Unrealized loss on held for sale investments
|
— | — | — | — | — | (125 | ) | — | (125 | ) | ||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | (214,449 | ) | (214,449 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of December 31, 2020
|
133,727,268 | $ | 763,283 | 128,434,407 | $ | 13 | $ | 59,171 | $ | — | $ | (335,763 | ) | $ | (276,579 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-43 |
2020
|
2019
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (214,449 | ) | $ | (94,077 | ) | ||
Adjustment to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
3,117 | 1,837 | ||||||
Reduction in the carrying amount of ROU assets
|
14,109 | 4,299 | ||||||
Accretion of discount on short-term investments
|
(143 | ) | (4,267 | ) | ||||
Loss on disposal of equipment
|
— | 127 | ||||||
Stock based compensation
|
16,880 | 28,133 | ||||||
Change in deferred tax asset valuation allowance
|
— | (7,778 | ) | |||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
— | 3,316 | ||||||
Prepaid expenses and other current assets
|
(11,692 | ) | (6,249 | ) | ||||
Other assets
|
(14,038 | ) | (506 | ) | ||||
Accounts payable
|
2,189 | (852 | ) | |||||
Accrued expenses and other current and
non-current
liabilities
|
13,674 | 1,367 | ||||||
Operating lease liability
|
(1,526 | ) | (3,475 | ) | ||||
Deferred revenue
|
— | (16,601 | ) | |||||
|
|
|
|
|||||
Net cash used in operating activities
|
(191,879 | ) | (94,726 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(6,689 | ) | (3,826 | ) | ||||
Proceeds from sale of property and equipment
|
— | 2 | ||||||
Purchase of business, net of cash acquired
|
— | (23,144 | ) | |||||
Purchase of short-term investments
|
(120,022 | ) | (745,566 | ) | ||||
Maturities of short-term investments
|
470,000 | 400,000 | ||||||
|
|
|
|
|||||
Net cash provided (used) by investing activities
|
343,289 | (372,534 | ) | |||||
|
|
|
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from early exercised stock options
|
79 | 435 | ||||||
Payments to repurchase unvested early exercised stock options
|
(763 | ) | (17 | ) | ||||
Payments to repurchase (proceeds from issuance of) series B preferred stock, net
|
(532 | ) | 633,966 | |||||
Proceeds from issuance of common stock
|
2,662 | 318 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
1,446 | 634,702 | ||||||
|
|
|
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
$ | 152,856 | $ | 167,442 | ||||
Cash, cash equivalents, and restricted cash at beginning of the period
|
246,972 | 79,530 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash at end of the period
|
$ | 399,828 | $ | 246,972 | ||||
|
|
|
|
(1)
|
Overview and Organization
|
(2)
|
Summary of Significant Accounting Policies
|
(a) |
Basis of Presentation
|
(b) |
Forward Stock Split
|
(c) |
Cash and Cash Equivalents
|
(d) |
Restricted Cash
|
(e) |
Short-term Investments
|
F-45 |
(f) |
Revenue Recognition
|
F-46 |
(g) |
Property and Equipment
|
(h) |
Other Current Assets
|
(i)
|
Leases
|
(j) |
Business Combinations
|
F-47 |
(k) |
Goodwill, Acquired Intangible Assets, and Impairment of Long-Lived Assets
|
(i)
|
Goodwill
|
(ii)
|
Acquired Intangible Assets
|
(iii)
|
Impairment of Long-Lived Assets
|
(l) |
Cost of Development Services Revenue
|
(m) |
Research and Development Costs
|
F-48 |
(n) |
Advertising Costs
|
(o) |
Software Development Costs
|
(p) |
Income Taxes
|
(q) |
Stock-based Compensation
|
(r) |
Commitments and Contingencies
|
(s) |
Significant Risks and Uncertainties Including Business and Credit Concentrations
|
F-49 |
(t)
|
Segment Information
|
(u)
|
Reclassifications
|
(v)
|
Recently Issued Accounting Standards – Not Yet Adopted
|
F-50 |
(w)
|
Recently Issued Accounting Standards – Adopted in Fiscal 2020
|
(3)
|
Balance Sheet Detail
|
(a) |
Short-term Investments
|
Amortized Cost
|
Gross Unrealized
Gains |
Fair Value
|
||||||||||
U.S. government securities
|
$ | 349,835 | $ | 123 | $ | 349,958 | ||||||
|
|
|
|
|
|
|||||||
Total short-term investments
|
$ | 349,835 | $ | 123 | $ | 349,958 | ||||||
|
|
|
|
|
|
F-51 |
(b) |
Fair Value of Financial Instruments
|
As of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 387,464 | $ | — | $ | — | $ | 387,464 | ||||||||
U.S. government securities
|
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents
|
$ | 387,464 | $ | — | $ | — | $ | 387,464 | ||||||||
|
|
|
|
|
|
|
|
As of December 31, 2019
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 196,519 | $ | — | $ | — | $ | 196,519 | ||||||||
U.S. government securities
|
— | 50,002 | — | 50,002 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents
|
$ | 196,519 | $ | 50,002 | $ | — | $ | 246,521 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Short-term investments:
|
||||||||||||||||
U.S. government securities
|
— | 349,958 | — | 349,958 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total short-term investments
|
$ | — | $ | 349,958 | $ | — | $ | 349,958 | ||||||||
|
|
|
|
|
|
|
|
F-52 |
(c) |
Property and Equipment
|
2020
|
2019
|
|||||||
Furniture and fixtures
|
$ | 4,209 | $ | 2,029 | ||||
Test and lab equipment
|
3,787 | 1,726 | ||||||
Leasehold improvements
|
3,609 | 1,683 | ||||||
Computers and equipment
|
2,121 | 1,566 | ||||||
Computer software
|
1,941 | 1,177 | ||||||
Automobile
|
520 | 31 | ||||||
|
|
|
|
|||||
16,187 | 8,212 | |||||||
Less accumulated depreciation and amortization
|
(5,290 | ) | (2,278 | ) | ||||
|
|
|
|
|||||
Total property and equipment, net
|
$ | 10,897 | $ | 5,934 | ||||
|
|
|
|
(d) |
Other Assets
|
2020
|
2019
|
|||||||
Long-term prepaid expenses and other assets
|
$ | 15,506 | $ | 966 | ||||
Security deposits
|
124 | 337 | ||||||
|
|
|
|
|||||
Total other assets
|
$ | 15,630 | $ | 1,303 | ||||
|
|
|
|
(e) |
Accrued Expenses and Other Current Liabilities
|
2020
|
2019
|
|||||||
Accrued expenses
|
$ | 3,412 | $ | 1,711 | ||||
Accrued compensation
|
13,938 | 1,965 | ||||||
Other
|
1,415 | 1,739 | ||||||
|
|
|
|
|||||
Total accrued expenses and other current liabilities
|
$ | 18,765 | $ | 5,415 | ||||
|
|
|
|
(4)
|
Development Services Revenue
|
F-53 |
|
(a)
|
Significant Judgments
|
(b) |
Contract Assets
|
(c) |
Deferred Revenue
|
(d) |
Costs to Obtain and Fulfill a Contract
|
(5)
|
Acquisitions
|
Fair Value
|
||||
Cash
|
$ | 25,569 | ||
Stock Consideration
|
47,143 | |||
Assumed liabilities related to third-party expenses
|
2,000 | |||
|
|
|||
Total
|
$ | 74,712 | ||
|
|
F-54 |
Fair Value
|
||||
Cash and cash equivalents
|
$ | 2,649 | ||
Prepaid expenses and other current assets
|
268 | |||
Goodwill
|
30,047 | |||
Intangible assets
|
52,700 | |||
Fixed assets, net
|
623 | |||
Right-of-use
|
2,479 | |||
Accrued payroll and related liabilities
|
(332 | ) | ||
Accounts payable and accrued liabilities
|
(413 | ) | ||
Deferred tax liability
|
(10,830 | ) | ||
Operating lease liabilities
|
(2,479 | ) | ||
|
|
|||
Total
|
$ | 74,712 | ||
|
|
(6)
|
Capital Stock
|
(a) |
Common Stock
|
F-55 |
(b) |
Redeemable Convertible Preferred Stock
|
(i)
|
Dividends
|
(ii)
|
Conversion
|
F-56 |
(iii)
|
Liquidation
|
(iv)
|
Voting
|
F-57 |
(v)
|
Protective Provision
|
(7)
|
Stock Option Plan
|
F-58 |
Options outstanding
|
||||||||||||
Options
available
|
Number
of shares
|
Weighted
average
exercise price
|
||||||||||
Balance, December 31, 2018
|
11,570,290 | 18,099,300 | $ | 0.49 | ||||||||
Authorized
|
11,924,831 | — | — | |||||||||
Granted
|
(17,354,941 | ) | 17,354,941 | 3.05 | ||||||||
Exercised
|
— | (814,695 | ) | 0.92 | ||||||||
Early exercise repurchase
|
147,917 | — | 0.12 | |||||||||
Forfeited
|
1,983,420 | (1,983,420 | ) | 2.15 | ||||||||
|
|
|
|
|||||||||
Balance, December 31, 2019
|
8,271,517 | 32,656,126 | $ | 1.74 | ||||||||
|
|
|
|
|||||||||
Authorized
|
— | — | — | |||||||||
Granted
|
(6,446,750 | ) | 6,446,750 | 3.11 | ||||||||
Exercised
|
— | (1,528,215 | ) | 1.95 | ||||||||
Early exercise repurchase
|
890,960 | — | 0.86 | |||||||||
Forfeited
|
2,990,329 | (2,990,329 | ) | 2.65 | ||||||||
|
|
|
|
|||||||||
Balance, December 31, 2020
|
5,706,056 | 34,584,332 | $ | 1.90 | ||||||||
|
|
|
|
F-59 |
Options outstanding
|
||||||||||||
Options
available |
Number
of shares |
Weighted
average exercise price |
||||||||||
Balance, August 26, 2019
|
— | 581,730 | $ | 0.84 | ||||||||
Authorized
|
— | — | — | |||||||||
Granted
|
— | — | — | |||||||||
Exercised
|
— | (5,189 | ) | 0.15 | ||||||||
Forfeited
|
— | (37,924 | ) | 1.09 | ||||||||
|
|
|
|
|||||||||
Balance, December 31, 2019
|
— | 538,617 | $ | 0.83 | ||||||||
|
|
|
|
|||||||||
Authorized
|
— | — | ||||||||||
Granted
|
— | — | ||||||||||
Exercised
|
— | (78,454 | ) | 0.60 | ||||||||
Forfeited
|
— | (4,064 | ) | 1.11 | ||||||||
|
|
|
|
|||||||||
Balance, December 31, 2020
|
— | 456,099 | $ | 0.88 | ||||||||
|
|
|
|
(8)
|
Income Taxes
|
2020
|
2019
|
|||||||
United States
|
$ | (214,447 | ) | $ | (101,848 | ) | ||
|
|
|
|
|||||
Total loss from operations before income taxes
|
$ | (214,447 | ) | $ | (101,848 | ) | ||
|
|
|
|
F-60 |
2020
|
2019
|
|||||||
Current income tax expense:
|
||||||||
Federal
|
$ | — | $ | — | ||||
State
|
2 | 7 | ||||||
|
|
|
|
|||||
Total current income tax expense
|
2 | 7 | ||||||
|
|
|
|
|||||
Deferred income tax benefit:
|
||||||||
Federal
|
— | (5,012 | ) | |||||
State
|
— | (2,766 | ) | |||||
|
|
|
|
|||||
Total deferred income tax benefit
|
— | (7,778 | ) | |||||
|
|
|
|
|||||
Total tax benefit (expense)
|
$ | 2 | $ | (7,771 | ) | |||
|
|
|
|
2020
|
2019
|
|||||||
Tax at federal statutory rate
|
21.0 | % | 21.0 | % | ||||
State income tax, net of federal tax benefit
|
— | 2.7 | ||||||
Stock-based compensation
|
(1.5 | ) | (5.6 | ) | ||||
Research and development credits
|
3.5 | 3.5 | ||||||
Other
|
0.2 | (0.2 | ) | |||||
Change in valuation allowance
|
(23.2 | ) | (13.8 | ) | ||||
|
|
|
|
|||||
Total provision for income taxes
|
— | % | 7.6 | % | ||||
|
|
|
|
2020
|
2019
|
|||||||
Deferred tax assets:
|
||||||||
Net operating losses
|
$ | 70,125 | $ | 31,850 | ||||
Tax credits
|
21,461 | 9,781 | ||||||
Stock-based compensation
|
324 | — | ||||||
Accrued compensation and related expenses
|
2,293 | 425 | ||||||
Lease liability
|
24,521 | 4,930 | ||||||
Other
|
236 | 223 | ||||||
|
|
|
|
|||||
Total deferred tax assets
|
118,960 | 47,209 | ||||||
Valuation allowance
|
(87,241 | ) | (30,525 | ) | ||||
|
|
|
|
|||||
Total deferred tax assets, net of valuation allowance
|
31,719 | 16,684 | ||||||
Deferred tax liabilities:
|
||||||||
Depreciation and amortization
|
(11,040 | ) | (14,630 | ) | ||||
Right of use asset
|
(23,253 | ) | (4,658 | ) | ||||
Other
|
(478 | ) | (448 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities
|
(34,771 | ) | (19,736 | ) | ||||
|
|
|
|
|||||
Total net deferred tax assets
|
$ | (3,052 | ) | $ | (3,052 | ) | ||
|
|
|
|
F-61
|
2020
|
2019
|
|||||||
Beginning balance
|
$ | 2,360 | $ | 982 | ||||
Increases related to tax positions taken during a prior year
|
202 | 24 | ||||||
Increases related to tax positions taken during the current year
|
2,772 | 1,553 | ||||||
Decreases related to tax positions taken during a prior year
|
(78 | ) | (199 | ) | ||||
Decreases related to tax settlements with taxing authorities
|
— | — | ||||||
|
|
|
|
|||||
Ending balance
|
$ | 5,256 | $ | 2,360 | ||||
|
|
|
|
F-62 |
(9)
|
Leases
|
Operating
leases
|
||||
Year ending December 31,
|
||||
2021
|
$ | 14,019 | ||
2022
|
15,120 | |||
2023
|
14,611 | |||
2024
|
14,425 | |||
2025
|
14,585 | |||
Thereafter
|
68,148 | |||
|
|
|||
Total
|
$ | 140,908 | ||
|
|
(10)
|
Commitments and Contingencies
|
Purchase
obligation |
||||
Year ending December 31,
|
||||
2021
|
$ | 16,542 | ||
2022
|
26,606 | |||
2023
|
813 | |||
2024
|
— | |||
2025
|
— | |||
Thereafter
|
— | |||
|
|
|||
Total
|
$ | 43,961 | ||
|
|
F-63 |
(11)
|
Employee Benefit Plan
|
(12)
|
Supplemental Cash Flow Information
|
2020
|
2019
|
|||||||
Noncash investing and financing activities:
|
||||||||
Property and equipment included in accounts payable
|
$ | 1,454 | $ | 168 | ||||
Vesting of early exercised stock options
|
388 | 602 | ||||||
Non-cash
acquisition
|
— | (29,905 | ) | |||||
Cash, cash equivalents, and restricted cash at end of year:
|
||||||||
Cash and cash equivalents
|
$ | 387,346 | $ | 79,048 | ||||
Restricted cash
|
12,482 | 482 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, and restricted cash
|
$ | 399,828 | $ | 79,530 |
(13)
|
Earnings Per Share
|
2020
|
2019
|
|||||||
Numerator:
|
||||||||
Net Loss
|
$ | (214,449 | ) | $ | (94,078 | ) | ||
Net loss per share:
|
||||||||
Basic
|
$ | (1.72 | ) | $ | (0.89 | ) | ||
Diluted
|
$ | (1.72 | ) | $ | (0.89 | ) | ||
Denominator:
|
||||||||
Weighted average common shares outstanding - Basic
|
124,743,865 | 117,188,874 | ||||||
Weighted average common shares outstanding - Diluted
|
124,743,865 | 117,188,874 |
F-64 |
(14)
|
Subsequent Events
|
F-65 |
June 30, 2021
|
December 31, 2020
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 784,813 | $ | 387,346 | ||||
Restricted cash
|
182 | 182 | ||||||
Prepaid expenses and other current assets
|
23,159 | 18,918 | ||||||
|
|
|
|
|||||
Total current assets
|
808,154 | 406,446 | ||||||
Property and equipment, net
|
80,112 | 10,897 | ||||||
Operating lease
right-of-use
|
146,593 | 90,864 | ||||||
Restricted cash, long-term
|
13,300 | 12,300 | ||||||
Other assets
|
19,777 | 15,631 | ||||||
Acquisition related intangible assets
|
617,200 | 52,700 | ||||||
Goodwill
|
1,111,197 | 30,047 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 2,796,333 | $ | 618,885 | ||||
|
|
|
|
|||||
Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Equity (Deficit)
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 6,541 | $ | 6,502 | ||||
Related party payable
|
1,422 | — | ||||||
Accrued expenses and other current liabilities
|
53,595 | 18,768 | ||||||
Operating lease liabilities, current
|
10,816 | 6,681 | ||||||
|
|
|
|
|||||
Total current liabilities
|
72,374 | 31,951 | ||||||
Operating lease liabilities, long-term
|
127,715 | 97,153 | ||||||
Deferred tax liability
|
3,203 | 3,052 | ||||||
Deposit liability
|
50,000 | — | ||||||
Other long-term liabilities
|
434 | 25 | ||||||
|
|
|
|
|||||
Total liabilities
|
253,726 | 132,181 | ||||||
|
|
|
|
|||||
Redeemable convertible preferred stock
|
||||||||
Redeemable convertible preferred stock, $0.0001 par value; 214,425,920 shares authorized, 204,949,573 shares issued and outstanding
|
2,161,145 | 763,283 | ||||||
Stockholders’ equity (deficit):
|
||||||||
Common stock, $0.0001 par value, 535,000,000 shares authorized, 249,724,461 issued and outstanding
|
25 | 13 | ||||||
Additional
paid-in
capital
|
1,087,631 | 59,171 | ||||||
Accumulated deficit
|
(706,194 | ) | (335,763 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity (deficit)
|
381,462 | (276,579 | ) | |||||
|
|
|
|
|||||
Total liabilities, redeemable convertible preferred stock, and stockholder’s equity (deficit)
|
$ | 2,796,333 | $ | 618,885 | ||||
|
|
|
|
Six Months Ended
June 30, |
||||||||
2021
|
2020
|
|||||||
Operating expenses:
|
||||||||
Research and development
|
$ | 318,921 | $ | 75,580 | ||||
Selling, general and administrative
|
54,326 | 14,702 | ||||||
|
|
|
|
|||||
Total operating expenses
|
373,247 | 90,282 | ||||||
|
|
|
|
|||||
Loss from operations
|
(373,247 | ) | (90,282 | ) | ||||
Other income (expense):
|
||||||||
Interest and other income
|
261 | 3,217 | ||||||
Other expense
|
(88 | ) | (4 | ) | ||||
|
|
|
|
|||||
Loss before income taxes
|
(373,074 | ) | (87,069 | ) | ||||
Income tax benefit
|
(2,643 | ) | — | |||||
|
|
|
|
|||||
Net loss
|
$ | (370,431 | ) | $ | (87,069 | ) | ||
|
|
|
|
|||||
Basic and diluted net loss per share
|
(1.57 | ) | (0.71 | ) | ||||
|
|
|
|
|||||
Basic and diluted weighted-average shares outstanding
|
236,133,823 | 123,200,467 | ||||||
|
|
|
|
Six Months Ended
June 30, |
||||||||
2021
|
2020
|
|||||||
Net Loss
|
$ | (370,431 | ) | $ | (87,069 | ) | ||
Other comprehensive Income:
|
||||||||
Available-for
sale investments
|
||||||||
Net unrealized gain
|
— | 289 | ||||||
|
|
|
|
|||||
Net Change
|
— | 289 | ||||||
|
|
|
|
|||||
Other Comprehensive Income (loss)
|
— | 289 | ||||||
|
|
|
|
|||||
Comprehensive Loss
|
$ | (370,431 | ) | $ | (86,780 | ) | ||
|
|
|
|
Redeemable Convertible
Preferred stock |
Common stock
|
Additional
paid-in capital
|
Accumulated
other comprehensive income |
Accumulated
deficit |
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
133,727,268 | $ | 763,283 | 128,434,407 | $ | 13 | $ | 59,171 | $ | — | $ | (335,763 | ) | $ | (276,579 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Issuance of Series
U-1
redeemable convertible preferred stock at $19.66 per share in relation to acquisition
|
50,873,075 | 1,000,000 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of Series
U-2
redeemable convertible preferred stock at $19.66 per share, net of issuance costs of $2,138
|
20,349,230 | 397,862 | — | — | — | — | — | — | ||||||||||||||||||||||||
Issuance of common stock in relation to acquisitions
|
— | — | 118,784,896 | 12 | 937,657 | — | — | 937,669 | ||||||||||||||||||||||||
Purchase consideration allocated to
non-cash
compensation expense
|
— | — | — | — | 7,873 | — | — | 7,873 | ||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options
|
— | — | 1,362,086 | — | 2,204 | — | — | 2,204 | ||||||||||||||||||||||||
Vesting of ear1y exercised stock options
|
— | — | 420,834 | — | 143 | — | — | 143 | ||||||||||||||||||||||||
Vesting of restricted stock
|
— | — | 722,238 | — | — | — | — | — | ||||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 80,583 | — | — | 80,583 | ||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | (370,431 | ) | (370,431 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of June 30, 2021
|
204,949,573 | $ | 2,161,145 | 249,724,461 | $ | 25 | $ | 1,087,631 | $ | — | $ | (706,194 | ) | $ | 381,462 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Convertible
Preferred stock |
Common stock
|
Additional
paid-in capital
|
Accumulated
other comprehensive income |
Accumulated
deficit |
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
133,784,888 | $ | 763,815 | 121,414,839 | $ | 12 | $ | 38,952 | $ | 125 | $ | (121,314 | ) | $ | (82,225 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Issuance of common stock upon exercise of stock options
|
— | — | 384,689 | — | 557 | — | — | 557 | ||||||||||||||||||||||||
Vesting of ear1y exercised stock options
|
— | — | 680,710 | — | 315 | — | — | 315 | ||||||||||||||||||||||||
Vesting of restricted stock
|
— | — | 2,106,976 | 1 | (1 | ) | — | — | — | |||||||||||||||||||||||
Stock-based compensation
|
— | — | — | — | 8,763 | — | — | 8,763 | ||||||||||||||||||||||||
Unrealized gain on held for sale investments
|
— | — | — | — | — | 289 | — | 289 | ||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | (87,070 | ) | (87,070 | ) | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance as of June 30, 2020
|
133,784,888 | $ | 763,815 | 124,587,214 | $ | 13 | $ | 48,586 | $ | 414 | $ | (208,384 | ) | $ | (159,371 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30, |
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (370,431 | ) | $ | (87,069 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation, amortization and other
|
9,252 | 1,442 | ||||||
Reduction in the carrying amount of ROU assets
|
12,012 | 5,896 | ||||||
Accretion of discount on short-term investments
|
— | (220 | ) | |||||
Stock based compensation
|
78,438 | 8,763 | ||||||
Non-cash
compensation
|
7,873 | — | ||||||
Change in deferred tax asset valuation allowance
|
(2,638 | ) | — | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
1,847 | (1,597 | ) | |||||
Other assets
|
(2,872 | ) | (8,333 | ) | ||||
Accounts payable
|
(3,389 | ) | 3,729 | |||||
Accrued expenses and other current and
non-current
liabilities
|
(48,491 | ) | 5,159 | |||||
Operating lease liability
|
(14,553 | ) | (3,413 | ) | ||||
Deposit liability
|
50,000 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(282,952 | ) | (75,643 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(13,128 | ) | (1,211 | ) | ||||
Net cash acquired in acquisitions
|
294,439 | — | ||||||
Purchase of short-term investments
|
— | (120,110 | ) | |||||
Maturities of short-term investments
|
— | 300,000 | ||||||
|
|
|
|
|||||
Net cash provided by investing activities
|
281,311 | 178,679 | ||||||
|
|
|
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of Series
U-2
preferred stock, net
|
397,862 | — | ||||||
Proceeds from issuance of common stock
|
2,246 | 557 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
400,108 | 557 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$ | 398,467 | $ | 103,593 | ||||
Cash, cash equivalents, and restricted cash at beginning of the period
|
399,828 | 246,972 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash at end of the period
|
$ | 798,295 | $ | 350,565 | ||||
|
|
|
|
(1)
|
Overview and Organization and Basis of Presentation
|
(2)
|
Significant Accounting Policies
|
(3)
|
Fair Value Measurements
|
As of June 30, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 783,108 | $ | — | $ | — | $ | 783,108 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents
|
$ | 783,108 | $ | — | $ | — | $ | 783,108 | ||||||||
|
|
|
|
|
|
|
|
As of December 31, 2020
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Cash equivalents:
|
||||||||||||||||
Money market funds
|
$ | 387,464 | $ | — | $ | — | $ | 387,464 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents
|
$ | 387,464 | $ | — | $ | — | $ | 387,464 | ||||||||
|
|
|
|
|
|
|
|
(4)
|
Acquisitions
|
Cash and cash equivalents
|
$ | 310,540 | ||
Prepaid expenses and other current assets
|
6,229 | |||
Property and equipment, net
|
63,395 | |||
Operating lease
right-of-use
|
41,915 | |||
Other assets
|
18,351 | |||
Acquisition related intangible assets
|
545,500 | |||
Goodwill
|
1,056,817 | |||
Accounts payable
|
(1,860 | ) | ||
Related party payable
|
(46,970 | ) | ||
Accrued expenses and other current liabilities
|
(37,796 | ) | ||
Operating lease liabilities
|
(40,413 | ) | ||
|
|
|||
Total
|
$ | 1,915,708 | ||
|
|
Six months ended June 30,
|
||||||||
2021
|
2022
|
|||||||
Revenue
|
$ | — | $ | — | ||||
Net loss
|
$ | (305,345 | ) | $ | (639,699 | ) |
Fair Value
|
||||
Cash
|
$ | 16,107 | ||
Stock Consideration
|
24,105 | |||
Assumed liabilities related to third-party expenses
|
609 | |||
|
|
|||
Total
|
$ | 40,821 | ||
|
|
Fair Value
|
||||
Cash and cash equivalents
|
$ | 153 | ||
Prepaid expenses and other current assets
|
23 | |||
Property and equipment, net
|
218 | |||
Other assets
|
9 | |||
Acquisition related intangible assets
|
19,000 | |||
Goodwill
|
24,251 | |||
Accounts payable
|
(46 | ) | ||
Deferred tax liability
|
(2,787 | ) | ||
|
|
|||
Total
|
$ | 40,821 | ||
|
|
(5)
|
Balance sheet details
|
As of
|
||||||||
June 30,
2021 |
December 31,
2020 |
|||||||
Land
|
$ | 13,220 | $ | — | ||||
Building
|
490 | — | ||||||
Furniture and fixtures
|
8,167 | 4,209 | ||||||
Test and lab equipment
|
8,782 | 3,787 | ||||||
Leasehold improvements
|
45,152 | 3,609 | ||||||
Computer and equipment
|
12,563 | 2,121 | ||||||
Computer software
|
2,381 | 1,941 | ||||||
Automobile
|
1,712 | 520 | ||||||
|
|
|
|
|||||
92,467 | 16,187 | |||||||
Less accumulated depreciation and amortization
|
(12,355 | ) | (5,290 | ) | ||||
|
|
|
|
|||||
Total property and equipment
|
$ | 80,112 | $ | 10,897 | ||||
|
|
|
|
As of
|
||||||||
June 30,
2021 |
December 31,
2020 |
|||||||
Accrued expenses
|
$ | 23,575 | $ | 3,412 | ||||
Accrued compensation
|
28,465 | 13,938 | ||||||
Other
|
1,555 | 1,415 | ||||||
|
|
|
|
|||||
Total accrued expenses and other current liabilities
|
$ | 53,595 | $ | 18,765 | ||||
|
|
|
|
(6)
|
Capital Stock
|
(a) |
Common Stock
|
|
(b)
|
Redeemable Convertible Preferred Stock
|
(i)
|
Dividends
|
(ii)
|
Conversion
|
(iii)
|
Liquidation
|
(iv)
|
Voting
|
(v)
|
Protective Provision
|
(7)
|
Stock Option Plan
|
Options outstanding
|
||||||||
Number of
Shares |
Weighted
average exercise price |
|||||||
Balance, December 31, 2020
|
34,584,332 | $ | 1.90 | |||||
Granted
|
8,973,700 | 7.95 | ||||||
Exercised
|
(1,332,592 | ) | 1.61 | |||||
Forfeited
|
(1,849,170 | ) | 4.88 | |||||
|
|
|
|
|||||
Balance, June 30, 2021
|
40,376,270 | $ | 3.12 | |||||
|
|
|
|
Unvested RSUs outstanding
|
||||||||
Number of
shares |
Weighted-
Average Grant Date Fair Value |
|||||||
Balance, December 31, 2020
|
— | |||||||
Granted
|
17,935,680 | $ | 8.70 | |||||
Forfeited
|
(1,522,588 | ) | 8.38 | |||||
|
|
|
|
|||||
Balance, June 30, 2021
|
16,413,092 | $ | 8.47 | |||||
|
|
|
|
Six Months Ended
June 30, |
||||||||
2021
|
2020
|
|||||||
Research and Development
|
$ | 74,314 | $ | 7,469 | ||||
Selling, general, and administrative
|
4,124 | 1,293 | ||||||
|
|
|
|
|||||
Total
|
$ | 78,438 | $ | 8,763 | ||||
|
|
|
|
(8)
|
Income Taxes
|
(9)
|
Leases
|
Operating
leases |
||||
Year ending December 31,
|
||||
2021
|
$ | 10,599 | ||
2022
|
21,867 | |||
2023
|
20,194 | |||
2024
|
19,648 | |||
2025
|
17,888 | |||
Thereafter
|
76,779 | |||
|
|
|||
Total
|
$ | 166,975 | ||
|
|
(10)
|
Commitments and Contingencies
|
Purchase
obligation |
||||
Year ending December 31,
|
||||
2021
|
$ | 8,228 | ||
2022
|
27,798 | |||
2023
|
2,259 | |||
2024
|
491 | |||
2025
|
— | |||
Thereafter
|
— | |||
|
|
|||
Total
|
$ | 38,776 | ||
|
|
(11)
|
Employee Benefit Plan
|
(12)
|
Supplemental Cash Flow Information
|
June 30, 2021
|
June 30, 2020
|
|||||||
Noncash investing and financing activities:
|
||||||||
Property and equipment included in accounts payable
|
$ | 3,023 | $ | 329 | ||||
Vesting of early exercised stock options
|
143 | 316 | ||||||
Non-cash
acquisition
|
1,939,804 | — | ||||||
Cash, cash equivalents, and restricted cash at end of period:
|
||||||||
Cash and cash equivalents
|
$ | 784,813 | $ | 350,083 | ||||
Restricted cash
|
13,482 | 482 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents, and restricted cash
|
$ | 798,295 | $ | 350,565 | ||||
|
|
|
|
(13)
|
Earnings Per Share
|
Six months ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Numerator:
|
|
|||||||
Net Loss
|
$ | (370,431 | ) | $ | (87,069 | ) | ||
Net loss per share:
|
||||||||
Basic
|
$ | (1.57 | ) | $ | (0.71 | ) | ||
Diluted
|
$ | (1.57 | ) | $ | (0.71 | ) | ||
Denominator:
|
||||||||
Weighted average common shares outstanding - Basic
|
236,133,823 | 123,200,467 | ||||||
Weighted average common shares outstanding - Diluted
|
236,133,823 | 123,200,467 |
June 30,
|
||||||||
2021
|
2020
|
|||||||
Series Seed 1 Preferred Stock
|
20,177,530 | 20,177,530 | ||||||
Series Seed 2 Preferred Stock
|
9,653,930 | 9,653,930 | ||||||
Series A Preferred Stock
|
29,948,750 | 29,948,750 | ||||||
Series B Preferred Stock
|
71,389,540 | 71,447,160 | ||||||
Series
B-1
Preferred Stock
|
2,557,518 | 2,557,518 | ||||||
Series
U-1
Preferred Stock
|
50,873,075 | — | ||||||
Series
U-2
Preferred Stock
|
20,349,230 | — | ||||||
Stock Options
|
41,445,927 | 38,646,734 | ||||||
Restricted Stock Awards
|
549,621 | 3,248,070 | ||||||
Restricted Stock Units
|
16,413,092 | — | ||||||
Grants available under the 2017 Equity Incentive Plan
|
9,175,894 | 4,323,502 | ||||||
|
|
|
|
|||||
Total
|
272,534,107 | 180,003,194 | ||||||
|
|
|
|
(14)
|
Related Parties
|
(15)
|
Subsequent Events
|
|
|
Page(s)
|
|
|
|
|
F-88
|
|
|
Consolidated Financial Statements
|
|
|||
|
|
F-89
|
|
|
|
|
F-90
|
|
|
|
|
F-91
|
|
|
|
|
F-92
|
|
|
|
|
F-93
|
|
As of December 31,
|
As of December 31,
|
|||||||
(in thousands)
|
2019
|
2020
|
||||||
Assets
|
||||||||
Cash and cash equivalents
|
$ | 787,894 | $ | 353,040 | ||||
Prepaid expenses and other current assets
|
3,331 | 1,735 | ||||||
Related party receivables
|
28 | — | ||||||
|
|
|
|
|||||
Total current assets
|
791,253 | 354,775 | ||||||
Property and equipment, net
|
107,499 | 85,204 | ||||||
Operating lease
right-of-use
|
69,051 | 29,986 | ||||||
Other assets
|
8,406 | 3,757 | ||||||
Intangible assets, net
|
32,112 | 31,046 | ||||||
Goodwill
|
28,417 | 28,417 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 1,036,738 | $ | 533,185 | ||||
|
|
|
|
|||||
Liabilities and Members’ equity
|
||||||||
Accounts payable
|
$ | 10,456 | $ | 9,397 | ||||
Operating lease liabilities, current
|
11,902 | 5,646 | ||||||
Accrued and other current liabilities
|
64,126 | 67,675 | ||||||
Related party payables
|
9,853 | 31,568 | ||||||
|
|
|
|
|||||
Total current liabilities
|
96,337 | 114,286 | ||||||
Operating lease liabilities,
non-current
|
58,279 | 22,907 | ||||||
|
|
|
|
|||||
Total liabilities
|
154,616 | 137,193 | ||||||
|
|
|
|
|||||
Commitments and contingencies (Note 9)
|
||||||||
Members’ Equity
|
||||||||
Common Units
|
(143,566 | ) | (661,112 | ) | ||||
Convertible Class A Preferred Units
|
1,025,688 | 1,057,104 | ||||||
|
|
|
|
|||||
Total members’ equity
|
882,122 | 395,992 | ||||||
|
|
|
|
|||||
Total liabilities and members’ equity
|
$ | 1,036,738 | $ | 533,185 | ||||
|
|
|
|
(in thousands)
|
For the Period
from April 8, 2019 (Inception) Through December 31, 2019 |
Year Ended
December 31, 2020 |
||||||
Revenue
|
$ | 42,328 | $ | 100,000 | ||||
Costs and expenses
|
||||||||
Sales and marketing
|
4,672 | 2,100 | ||||||
Research and development
|
326,497 | 636,588 | ||||||
General and administrative
|
55,718 | 140,078 | ||||||
Depreciation and amortization
|
28,661 | 20,918 | ||||||
|
|
|
|
|||||
Total costs and expenses
|
415,548 | 799,684 | ||||||
|
|
|
|
|||||
Loss from operations
|
(373,220 | ) | (699,684 | ) | ||||
Other income
|
8,193 | 2,409 | ||||||
|
|
|
|
|||||
Loss before income taxes
|
(365,027 | ) | (697,275 | ) | ||||
Income tax expense
|
(116 | ) | 1,510 | |||||
|
|
|
|
|||||
Net loss
|
$ | (365,143 | ) | $ | (695,765 | ) | ||
|
|
|
|
Convertible Class A Preferred Units
|
Common Units
|
|||||||||||||||||||||||||||||||||||
(in thousands, except share
amounts) |
Units
|
SoftBank
|
Units
|
Toyota
|
Units
|
DENSO
|
Units
|
Neben
|
Total
Members’ Equity |
|||||||||||||||||||||||||||
Balance as of Inception
-
April 8, 2019
|
— | $ | — | — | $ | — | — | $ | — | — | $ | — | $ | — | ||||||||||||||||||||||
Issuance of Common Units
|
— | — | — | — | — | — | 6,267,953 | 162,026 | 162,026 | |||||||||||||||||||||||||||
Proceeds from sale of Preferred Units
|
333,000 | 333,000 | 400,000 | 400,000 | 267,000 | 267,000 | — | — | 1,000,000 | |||||||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | (365,143 | ) | (365,143 | ) | |||||||||||||||||||||||||
Capital contribution from parent stock plan
|
— | — | — | — | — | — | — | 85,239 | 85,239 | |||||||||||||||||||||||||||
Preferred returns paid in kind, including Gross Up Distribution and Incremental Distribution
|
— | 10,322 | — | 9,217 | — | 6,149 | — | (25,688 | ) | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2019
|
333,000 | $ | 343,322 | 400,000 | $ | 409,217 | 267,000 | $ | 273,149 | 6,267,953 | $ | (143,566) | $ | 882,122 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of Common Units
|
— | — | — | — | — | — | 190,932 | — | — | |||||||||||||||||||||||||||
Tax Distribution paid in cash
|
— | (8,926 | ) | — | (7,843 | ) | — | (5,234 | ) | — | — | (22,003 | ) | |||||||||||||||||||||||
Net loss
|
— | — | — | — | — | — | — | (695,765 | ) | (695,765 | ) | |||||||||||||||||||||||||
Capital contribution from transfer of lease liability to UTI
|
— | — | — | — | — | — | — | 24,010 | 24,010 | |||||||||||||||||||||||||||
Capital contribution from parent stock plan
|
— | — | — | — | — | — | — | 207,628 | 207,628 | |||||||||||||||||||||||||||
Preferred returns paid in kind, including Gross Up Distribution and Incremental Distribution
|
— | 21,596 | — | 19,086 | — | 12,737 | — | (53,419 | ) | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance as of December 31, 2020
|
333,000 | $ | 355,992 | 400,000 | $ | 420,460 | 267,000 | $ | 280,652 | 6,458,885 | $ | (661,112) | $ | 395,992 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
For the Period
from April 8, 2019 (Inception) Through December 31, 2019 |
Year Ended
December 31, 2020 |
||||||
Cash flows from operating activities
|
||||||||
Net Loss
|
$ | (365,143) | $ | (695,765) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
28,661 | 20,918 | ||||||
Stock-based compensation generated from Uber (parent) stock plan
|
88,012 | 113,403 | ||||||
UTI service fees settled in equity
|
— | 94,225 | ||||||
Impairments of long-lived assets
|
— | 47,880 | ||||||
Change in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
(130 | ) | 5,833 | |||||
Operating lease
right-of-use
|
5,394 | 10,625 | ||||||
Related party receivables
|
3,172 | 28 | ||||||
Accounts payable
|
6,540 | (1,059 | ) | |||||
Accrued expenses and other liabilities
|
45,254 | 3,549 | ||||||
Operating lease liabilities
|
(3,783 | ) | (13,095 | ) | ||||
Related party payables
|
7,080 | 21,715 | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
(184,943 | ) | (391,743 | ) | ||||
|
|
|
|
|||||
Cash flows from investing activities
|
||||||||
Purchase of property and equipment
|
(28,109 | ) | (21,108 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities
|
(28,109 | ) | (21,108 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities
|
||||||||
Initial contribution of cash for common units
|
946 | — | ||||||
Proceeds from issuance of preferred stock units
|
1,000,000 | — | ||||||
Tax Distribution paid in cash
|
— | (22,003 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities
|
1,000,946 | (22,003 | ) | |||||
|
|
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash, cash equivalents
|
787,894 | (434,854 | ) | |||||
Cash, cash equivalents and restricted cash, cash equivalents
|
||||||||
Beginning of period
|
— | 787,894 | ||||||
|
|
|
|
|||||
End of period
|
$ | 787,894 | $ | 353,040 | ||||
|
|
|
|
|||||
Supplemental disclosure of
non-cash
financing activity:
|
||||||||
Preferred returns paid in kind, including Gross Up Distribution and Incremental Distribution
|
$ | 25,688 | $ | 53,419 |
Property and Equipment
|
Estimated Useful Life
|
|
Land | Indefinite | |
Buildings | 30 years | |
Site improvements |
5-15
years
|
|
Computer equipment |
3-5
years
|
|
Furniture and fixtures |
3-5
years
|
|
Leasehold improvements | Shorter of estimated useful life or lease term |
F-94 |
F-95 |
F-96 |
F-97 |
F-98 |
As of December 31,
|
As of December 31,
|
|||||||
(in thousands)
|
2019
|
2020
|
||||||
Land
|
$ | 9,986 | $ | 9,986 | ||||
Building and site improvements
|
37,810 | 37,810 | ||||||
Leasehold improvements
|
79,954 | 66,947 | ||||||
Computer equipment
|
161,723 | 179,546 | ||||||
Furniture and fixtures
|
5,388 | 4,908 | ||||||
Construction in progress
|
13,813 | 309 | ||||||
|
|
|
|
|||||
Total
|
308,674 | 299,506 | ||||||
Less: Accumulated depreciation and amortization
|
(201,175 | ) | (214,302 | ) | ||||
|
|
|
|
|||||
Property and equipment, net
|
$ | 107,499 | $ | 85,204 | ||||
|
|
|
|
(in thousands)
|
For the Period
from April 8, 2019 (Inception) Through December 31, 2019 |
Year Ended
December 31, 2020 |
||||||
Operating lease cost
|
$ | 8,456 | $ | 14,348 | ||||
Short-term lease cost
|
45 | — | ||||||
Variable lease cost
|
2,466 | 8,477 | ||||||
Sublease income
|
(52 | ) | (781 | ) | ||||
|
|
|
|
|||||
Total lease cost
|
$ | 10,915 | $ | 22,044 | ||||
|
|
|
|
F-99 |
(in thousands)
|
For the Period
from April 8, 2019 (Inception) Through December 31, 2019 |
Year Ended
December 31, 2020 |
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows from operating leases
|
$ | 6,850 | $ | 16,295 | ||||
Right-of-use
|
||||||||
Operating lease liabilities
|
$ | 1,839 | $ | 9,270 |
As of December 31,
|
As of December 31,
|
|||||||
2019
|
2020
|
|||||||
Weighted-average remaining lease term
|
||||||||
Operating leases
|
8 years | 6 years | ||||||
Weighted-average discount rate
|
||||||||
Operating leases
|
8.2 | % | 4.5 | % |
As of December 31,
|
||||
(in thousands)
|
2020
|
|||
2021
|
$ | 6,823 | ||
2022
|
6,709 | |||
2023
|
5,039 | |||
2024
|
5,003 | |||
2025
|
3,472 | |||
Thereafter
|
10,362 | |||
|
|
|||
Total undiscounted lease payments
|
37,408 | |||
|
|
|||
Less: imputed interest
|
(8,854 | ) | ||
|
|
|||
Total operating lease liabilities
|
$ | 28,554 | ||
|
|
F-100 |
(in thousands, except years)
|
Gross Carrying
Value |
Accumulated
Amortization |
Net Carrying
Value |
Weighted Average
Remaining Useful Life - Years |
||||||||||||
December 31, 2019
|
||||||||||||||||
Developed technology
(1)
|
$ | 37,930 | $ | (6,396) | $ | 31,534 | 1 year | |||||||||
Patents
|
806 | (228 | ) | 578 | 8 years | |||||||||||
|
|
|
|
|
|
|||||||||||
Intangible Assets
|
$ | 38,736 | $ | (6,624) | $ | 32,112 | ||||||||||
|
|
|
|
|
|
(in thousands, except years)
|
Gross Carrying
Value |
Accumulated
Amortization |
Net Carrying
Value |
Weighted Average
Remaining Useful Life - Years |
||||||||||||
December 31, 2020
|
||||||||||||||||
Developed technology
|
$ | 37,930 | $ | (7,380) | $ | 30,550 | ||||||||||
Patents
|
806 | (310 | ) | 496 | 7 years | |||||||||||
|
|
|
|
|
|
|||||||||||
Intangible Assets
|
$ | 38,736 | $ | (7,690) | $ | 31,046 | ||||||||||
|
|
|
|
|
|
(1)
|
Developed technology intangible assets include IPR&D, which is not subject to amortization, of $30.5 million as of December 31, 2019 and 2020.
|
(in thousands)
|
Estimated Future
Amortization Expense |
|||
Year Ending December 31,
|
||||
2021
|
$ | (82) | ||
2022
|
(77 | ) | ||
2023
|
(77 | ) | ||
2024
|
(62 | ) | ||
2025
|
(41 | ) | ||
Thereafter
|
(149 | ) | ||
|
|
|||
Total
|
$ | (488) | ||
|
|
F-101 |
As of December 31,
|
As of December 31,
|
|||||||
(in thousands)
|
2019
|
2020
|
||||||
Accrued compensation and employee benefits
|
$ | 28,645 | $ | 24,056 | ||||
Accrued research and development
|
12,423 | 30,229 | ||||||
Accrued travel and expense
|
5,155 | 51 | ||||||
Accrued professional and contractor services
|
3,087 | 1,786 | ||||||
Accrued marketing
|
2,277 | — | ||||||
Other accrued expenses
|
4,206 | 3,220 | ||||||
Short-term deferred revenue
|
8,333 | 8,333 | ||||||
|
|
|
|
|||||
Accrued and other current liabilities
|
$ | 64,126 | $ | 67,675 | ||||
|
|
|
|
(in thousands)
|
As of July 2, 2019
|
|||
Cash
|
$ | 946 | ||
Current assets
|
12,825 | |||
Property and equipment, net
|
107,268 | |||
Operating lease
right-of-use
|
74,888 | |||
Other long-term assets
|
63,294 | |||
|
|
|||
Total assets
|
$ | 259,221 | ||
|
|
|||
Current liabilities
|
33,420 | |||
Non-current
liabilities
|
63,775 | |||
|
|
|||
Total liabilities
|
$ | 97,195 | ||
|
|
F-102 |
F-103 |
Number of Shares
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||||||
Unvested and outstanding as of July 2, 2019
|
9,712 | $ | 42.97 | |||||
Granted
|
2,976 | $ | 36.51 | |||||
Vested
|
(2,011 | ) | $ | 38.57 | ||||
Canceled and forfeited
|
(731 | ) | $ | 40.92 | ||||
|
|
|||||||
Unvested and outstanding as of December 31, 2019
|
9,946 | $ | 39.59 | |||||
|
|
|||||||
Granted
|
7,080 | $ | 26.76 | |||||
Vested
|
(4,979 | ) | $ | 35.89 | ||||
Canceled and forfeited
|
(2,618 | ) | $ | 35.41 | ||||
|
|
|||||||
Unvested and outstanding as of December 31, 2020
|
9,429 | $ | 34.41 | |||||
|
|
(in thousands)
|
For the Period from
April 8, 2019
(Inception) Through
December 31, 2019
|
Year Ended
December 31, 2020
|
||||||
Research and development
|
$ | 77,187 | $ | 103,452 | ||||
General and administrative
|
10,825 | 9,952 | ||||||
|
|
|
|
|||||
Total
|
$ | 88,012 | $ | 113,404 | ||||
|
|
|
|
F-104 |
F-105 |
(in thousands)
|
Year Ended
December 31, 2020
|
|||
Research and development
|
$ | 34,110 | ||
General and administrative
|
24,600 | |||
Sales and marketing
|
151 | |||
|
|
|||
Total
|
$ | 58,861 | ||
|
|
(in thousands)
|
Severance and
Other
Termination
Benefits
|
Site Closure
Costs
|
Total
|
|||||||||
Balance as of December 31, 2019
|
$ | — | $ | — | $ | — | ||||||
Charges
1
|
11,147 | 47,714 | 58,861 | |||||||||
Cash payments
|
(10,144 | ) | — | (10,144 | ) | |||||||
Non-cash
adjustments
|
— | (47,714 | ) | (47,714 | ) | |||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2020
|
$ | 1,003 | $ | — | $ | 1,003 | ||||||
|
|
|
|
|
|
1
|
Site closure costs primarily include $23.9 million related to the impairment of operating lease
right-of-use
|
F-106 |
Item 13.
|
Other Expenses of Issuance and Distribution
|
Amount
|
||||
SEC registration fee
|
$ | 816,795 | ||
Accounting fees and expenses
|
78,500 | |||
Legal fees and expenses
|
125,000 | |||
Financial printing and miscellaneous expenses
|
120,000 | |||
|
|
|||
Total
|
$ | 1,140,295 |
Item 14.
|
Indemnification of Directors and Officers
|
Item 15.
|
Recent Sales of Unregistered Securities
|
Item 16.
|
Exhibits and Financial Statement Schedules
|
Incorporated by reference
|
Filed or
Furnished
Herewith |
|||||||||||
Exhibit
No. |
Description
|
Form
|
File No.
|
Exhibit
No. |
Filing
Date |
|||||||
2.1 † | Agreement and Plan of Merger, dated as of July 14, 2021, by and among Reinvent Technology Partners Y, RTPY Merger Sub Inc., and Aurora Innovation, Inc. |
8-K
|
001-40216
|
2.1 | July 15, 2021 | |||||||
2.2† | Plan of Domestication, dated as of September 28, 2021 |
S-4/A
|
333-257912
|
2.2 |
September 29,
2021 |
|||||||
2.3† | Stock Purchase and Agreement and Plan of Merger, dated as of January 19, 2021, by and between Aurora Innovation, Inc., Avian U Merger Holdco Corp., Avian U Merger Sub Corp., Avian U Merger Sub LLC, Blocker U Merger Sub LLC, SVF Yellow (USA) Corporation, Apparate USA LLC and Uber Technologies, Inc. |
S-4/A
|
333-257912
|
2.3 |
September 29,
2021 |
|||||||
3.1 | Amended and Restated Certificate of Incorporation of the Company |
S-4
|
333-257912
|
3.2 | July 15, 2021 | |||||||
3.2 | Amended and Restated Bylaws of the Company |
S-4
|
333-257912
|
3.3 | July 15, 2021 |
Incorporated by reference
|
Filed or
Furnished
Herewith |
|||||||||||||||||
Exhibit
No. |
Description
|
Form
|
File No.
|
Exhibit
No. |
Filing
Date |
|||||||||||||
10.14# | Aurora Innovation, Inc. form of Indemnification Agreement |
8-K
|
001-39774
|
10.19 |
|
September 29,
2021 |
|
|||||||||||
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 |
|
|||||||||||
21.1 | List of Subsidiaries | X | ||||||||||||||||
23.1 | Consent of KPMG LLP, independent registered public accounting firm of Aurora Innovation, Inc. | X | ||||||||||||||||
23.2 | Consent of WithumSmith+Brown, P.C., independent registered public accounting firm of Reinvent Technology Partners Y | X | ||||||||||||||||
23.3 | Consent of PricewaterhouseCoopers LLP | X | ||||||||||||||||
23.4 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto) | X | ||||||||||||||||
24.1 | Power of Attorney (included in the signature page to this Registration Statement on Form S-1) | X | ||||||||||||||||
101.INS | Inline XBRL Instance Document | X | ||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X |
† |
Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
|
# |
Indicates management contract or compensatory plan or arrangement.
|
Item 17.
|
Undertakings
|
AURORA INNOVATION, INC.
|
||
By: |
/s/ Chris Urmson
|
|
Chris Urmson
|
||
Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Chris Urmson
Chris Urmson
|
Chief Executive Officer and Director
(Principal Executive Officer) |
November 5, 2021 | ||
/s/ Richard Tame
Richard Tame
|
Vice President, Finance
(Principal Financial and Accounting Officer) |
November 5, 2021 | ||
/s/ Sterling Anderson
Sterling Anderson
|
Director | November 5, 2021 | ||
/s/ James Andrew Bagnell
James Andrew Bagnell
|
Director | November 5, 2021 | ||
/s/ Michelangelo Volpi
Michelangelo Volpi
|
Director | November 5, 2021 | ||
/s/ Dara Khosrowshahi
Dara Khosrowshahi
|
Director | November 5, 2021 |
Signature
|
Title
|
Date
|
||
/s/ Carl Eschenbach
Carl Eschenbach
|
Director | November 5, 2021 | ||
/s/ Brittany Bagley
Brittany Bagley
|
Director | November 5, 2021 | ||
/s/ Reid Hoffman
Reid Hoffman
|
Director | November 5, 2021 |
Exhibit 5.1
|
Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas New York, NY 10019 O: 212.999.5800 F: 212.999.5801 |
November 4, 2021
Aurora Innovation, Inc.
50 33rd St
Pittsburgh, Pennsylvania 15201
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the Registration Statement), filed by Aurora Innovation, Inc., a Delaware Corporation (f/k/a Reinvent Technology Partners Y, a Cayman Islands exempted company) (the Company), with the Securities and Exchange Commission (the Commission) in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of the (i) offer and sale of (A) 12,218,750 shares of the Companys Class A common stock, $0.00001 par value per share (the Class A Common Stock), underlying certain outstanding public warrants (the Public Warrant Shares), (B) 8,900,000 shares of Class A Common Stock underlying private placement warrants (such warrants, the Private Warrants and such shares, the Private Warrant Shares and together with the Public Warrant Shares, the Warrant Shares), (C) 1,376,820 shares of Class A Common Stock (the Option Shares) issuable upon the exercise of certain outstanding options to purchase Class A Common Stock and the vesting of restricted stock units for Class A Common Stock and (D) 481,107,977 shares of Class A Common Stock (the Conversion Shares) issuable upon conversion of the Companys Class B common stock, $0.00001 par value per share (the Class B Common Stock) and (ii) offer and resale of (A) the Private Warrant Shares, (B) the Private Warrants, (C) the Conversion Shares, (D) up to 951,098 Option Shares and (E) up to 399,468,805 shares of Class A Common Stock.
The securities (the Securities) offered pursuant to the Registration Statement include (i) an aggregate of 399,468,805 outstanding shares of Class A Common Stock (the Outstanding Shares) to be sold by selling securityholders named in the Registration Statement, (ii) the Public Warrant Shares issuable upon exercise of 12,218,750 warrants, exercisable at a price of $11.50 per share (including the initial issuance of such shares upon the exercise of such warrants) originally offered and sold by the Company pursuant to Registration Statement on Form S-1 (File No. 333-253075), (iii) the Private Warrant Shares issuable upon exercise of 8,900,000 Private Warrants, exercisable at a price of $11.50 per share (including the initial issuance of such shares upon the exercise of such warrants and the subsequent resale of all such shares by the selling securityholders named in the Registration Statement), (iii) an aggregate of 1,376,820 Option Shares consisting of (a) Class A Common Stock issuable upon the exercise of outstanding options (the Options) pursuant to the applicable Plan Document (as defined below) and (b) Class A Common Stock issuable upon the vesting of restricted stock units pursuant to the applicable Plan Document, in each case, including initial issuance of such Option Shares upon exercise or vesting and the subsequent resale of any such shares by the selling securityholders named in the Registration Statement, (iv) an aggregate of 481,107,977 Conversion Shares issuable upon the conversion of Class B Common Stock (including the initial issuance of such shares upon conversion and the subsequent resale of any such shares by the selling securityholders named in the Registration Statement) and (v) the Private Warrants to be sold by the selling securityholders named in the Registration Statement.
We are acting as counsel for the Company in connection with the registration of the Securities. As such counsel, we have made such legal and factual examinations and inquiries as we have deemed necessary or advisable for the purpose of rendering the opinions and statements set forth below. In rendering the opinions and statements expressed below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion.
Aurora Innovation, Inc.
November 4, 2021
Page 2
In addition, we have reviewed originals or copies of such corporate records of the Company, certificates of public officials, a certificate of an officer of the Company as to factual matters, and such other documents which we consider necessary or advisable for the purpose of rendering the opinions set forth below, including (i) the form of Warrant Certificate (included as Exhibit A to the Warrant Agreement (as defined below)), (ii) the Warrant Agreement, dated March 15, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agreement), filed as Exhibit 4.3 to the Registration Statement, (iii) the Aurora Innovation, Inc. 2017 Equity Incentive Plan, the Aurora Innovation, Inc. 2021 Equity Incentive Plan, the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan, and the OURS Technology Inc. 2017 Stock Incentive Plan (each, a Plan) and the option agreements and restricted stock unit agreements associated with each Plan (together with the Plans, the Plan Documents) and (iv) the Companys certificate of incorporation, filed as Exhibit 3.1 to the Registration Statement (the Certificate of Incorporation). We have not independently established the facts stated therein.
In our examination, we have assumed the genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents. We have also assumed the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have assumed that the certificates representing the Securities have been properly authenticated by the signature of an authorized officer of the Companys transfer agent. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (EDGAR), except for required EDGAR formatting changes, to physical copies submitted for our examination and the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions.
We express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware and, solely as to the Private Warrants constituting legally binding obligations of the Company, the laws of the State of New York.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set out below, we are of the opinion that:
1. |
With respect to the Outstanding Shares to be offered pursuant to the Registration Statement, such Outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable; |
2. |
With respect to the Private Warrants to be offered pursuant to the Registration Statement, such Private Warrants constitute valid and binding obligations of the Company, in accordance with their terms; |
3. |
With respect to the Warrant Shares to be offered pursuant to the Registration Statement, when such shares are issued upon exercise of the warrants thereof pursuant to the terms of the Warrant Agreement, such Warrant Shares will have been validly issued, fully paid and nonassessable; |
4. |
With respect to the Option Shares to be offered pursuant to the Registration Statement, when such shares are issued and, if applicable, paid for, in accordance with the terms of the applicable Plan Documents, such Option Shares will have been validly issued, fully paid and nonassessable; and |
5. |
With respect to the Conversion Shares to be offered pursuant to the Registration Statement, when such shares are issued upon conversion of Class B Common Stock pursuant to the terms of the Companys Certificate of Incorporation, such Conversion Shares will have been validly issued, fully paid and nonassessable. |
Aurora Innovation, Inc.
November 4, 2021
Page 3
Our opinion that any document is legal, valid and binding is qualified as to:
(a) |
limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally; |
(b) |
rights to indemnification and contribution, which may be limited by applicable law or equitable principles; and |
(c) |
the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, whether considered in a proceeding in equity or at law. |
In addition, we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrant Agreement. For purposes of our opinion in paragraph 2, we have assumed that (i) the Exercise Price (as defined in the Warrant Agreement) will not be adjusted to an amount below the par value per share of the Class A Common Stock and (ii) the exercise price or strike price of each Option will not be adjusted to less than one hundred percent (100%) of the Fair Market Value (as defined in the applicable Plan) of the Class A Common Stock subject to the Option on the date of grant.
This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement, the Prospectus, any Prospectus Supplement, and in any amendment or supplement thereto. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati |
WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation |
Exhibit 21.1
Aurora Innovation, Inc. Subsidiaries
Name of Subsidiary |
Jurisdiction of Organization |
|
Aurora Innovation Holdings, Inc. | Delaware | |
Aurora Operations, Inc. | Delaware |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Aurora Innovation, Inc.:
We consent to the use of our report dated July 15, 2021, with respect to the balance sheets of Aurora Innovation, Inc., as of December 31, 2020 and 2019, the related statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders deficit, and cash flows for each of the years then ended, and the related notes, included herein, and to the reference to our firm under the heading Experts in the Registration Statement.
/s/ KPMG LLP
Santa Clara, California
November 4, 2021
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of the Registration Statement on Form S-1 of our report dated February 12, 2021, relating to the financial statements of Reinvent Technology Partners Y, which is contained in that Prospectus. We also consent the reference to our Firm under the caption Experts in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
November 3, 2021
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form S-1 of Aurora Innovation Inc. (formerly known as Reinvent Technology Partners Y) of our report dated July 8, 2021 relating to the financial statements of Apparate USA LLC, which appears in this Registration Statement. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Francisco, California
November 3, 2021