Aurora Innovation, Inc. — Form 8-K Summary
Filing date: November 2, 2021. The filing was made by Reinvent Technology Partners Y (“RTPY”), the SPAC that was expected to become Aurora Innovation, Inc. following a proposed business combination with Aurora Innovation, Inc.
Business Context and Reporting Period
The filing reports shareholder approvals at RTPY’s November 2, 2021 extraordinary general meeting and provides an update on the proposed domestication and merger transaction. It is not a periodic financial report and does not present financial statements or operating results for a reporting period.
- Shareholders approved the merger agreement, domestication from the Cayman Islands to Delaware, proposed organizational documents, director nominees, stock issuance, and the 2021 Equity Incentive Plan.
- Upon completion, RTPY was expected to be renamed Aurora Innovation, Inc., with Aurora Innovation, Inc. becoming a wholly owned subsidiary of the resulting public company.
- RTPY expected to close the business combination on November 3, 2021, subject to customary closing conditions, and expected Aurora Class A common stock and warrants to begin trading on Nasdaq under “AUR” and “AUROW” on November 4, 2021.
Financial Metrics, Capitalization, and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, cash balances, or other operating financial metrics.
- 75,458,911 RTPY Class A ordinary shares were presented for redemption in connection with the business combination.
- Aurora agreed to waive the Minimum Cash Condition and Maximum Redemption Condition as conditions to completing the transaction.
- The approved 2021 Equity Incentive Plan initially makes available 120,900,000 Class A common shares, plus certain forfeited or expired assumed awards.
- The plan also provides for annual share increases beginning in fiscal 2022 through fiscal 2031, subject to specified limits, including 5% of outstanding common stock or a lesser amount determined by the plan administrator.
Shareholder Vote and Material Changes
Holders of 92,659,716 RTPY ordinary shares, representing 75.83% of shares outstanding and entitled to vote as of September 30, 2021, were represented at the meeting.
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Business combination agreement | 85,370,770 | 3,748,788 | 3,540,158 |
| Domestication | 85,320,572 | 3,745,940 | 3,593,204 |
| Stock issuance | 85,285,658 | 3,759,237 | 3,614,821 |
| 2021 Equity Incentive Plan | 78,675,093 | 10,344,179 | 3,640,444 |
| Adjournment | 84,991,511 | 4,065,641 | 3,602,564 |
- The approved organizational documents authorize 50 billion Class A common shares, 1 billion Class B common shares, and 1 billion preferred shares, each with a $0.00001 par value.
- The approved structure provides one vote per Class A share and 10 votes per Class B share, creating a dual-class voting structure.
- The board may issue preferred stock in one or more classes or series without further stockholder approval, subject to Delaware law.
- The board will be divided into three classes with staggered three-year terms, and Delaware will be the exclusive forum for certain stockholder litigation.
- Eight directors were approved, including Chris Urmson, Sterling Anderson, Michelangelo Volpi, Carl Eschenbach, Dara Khosrowshahi, Reid Hoffman, Brittany Bagley, and James Andrew Bagnell.
Outlook, Contingencies, and Unusual Items
- Closing was expected, but not completed as of the filing date; it remained subject to satisfaction or waiver of customary closing conditions.
- The substantial number of shares submitted for redemption and the waiver of minimum-cash and maximum-redemption conditions were material transaction developments and could affect post-closing liquidity and capitalization.
- The equity incentive plan could result in significant future share issuance and dilution.
- The filing provides no operating guidance, revenue forecast, profitability outlook, or management discussion of business risks beyond the transaction-related conditions.
Investor Verification Items
- Confirm that the business combination actually closed on November 3, 2021 and that the securities commenced trading under “AUR” and “AUROW” on November 4, 2021.
- Verify the final number of shares redeemed, post-closing cash balance, and pro forma capitalization after the merger and PIPE investment.
- Review the definitive proxy statement and merger agreement for transaction consideration, PIPE terms, sponsor arrangements, and closing conditions.
- Assess the potential dilution from the 120.9 million-share equity incentive plan, annual increases, warrants, and the dual-class voting structure.
- Confirm the final organizational documents, board composition, and rights of Class A, Class B, and preferred stock.