Business context and reporting period
This is Reinvent Technology Partners Y’s (RTPY) unaudited Form 10-Q for the quarter and six months ended June 30, 2021—not an operating-results filing by Aurora Innovation. RTPY was a special purpose acquisition company (SPAC); it reported no operating revenue and had not completed a business combination by quarter-end. On July 14, 2021, after the reporting period, RTPY agreed to combine with Aurora.
Financial results and position
| Metric | Three months ended June 30, 2021 | Six months ended June 30, 2021 / June 30 balance |
|---|---|---|
| Revenue | $0 | $0 |
| Net loss | $3.6 million | $5.8 million |
| General and administrative expense | $0.8 million | $1.0 million |
| Warrant fair-value loss | $2.8 million | $3.8 million |
| Cash from operations | Not separately reported | Use of $1.7 million |
| Cash and working capital | — | $0.5 million cash; approximately $1.0 million working capital |
| Trust Account investments | — | $977.5 million |
| Total liabilities | — | $74.0 million, including $34.2 million deferred underwriting commissions and $38.9 million warrant liabilities |
Net loss per Class B share was $0.16 for the quarter and $0.25 for the six-month period. The filing reports no debt outstanding under working-capital loans and no long-term debt obligations. It does not provide meaningful operating margins; there was no operating revenue. Six-month cash flow also included $977.5 million deposited in the Trust Account and $979.7 million net cash provided by financing activities, primarily IPO and private-placement proceeds.
Changes versus prior comparable period
The company’s activity began in October 2020, and the IPO closed in March 2021; therefore, the filing does not provide a prior-year comparable operating period. Compared with December 31, 2020, cash rose from zero to $0.5 million and Trust Account investments from zero to $977.5 million, primarily following the IPO. Warrant liabilities were recognized and remeasured at fair value; their quarterly change contributed a substantial noncash loss.
Outlook, risks and unusual items
- Aurora transaction (subsequent event): The July 14 merger agreement valued Aurora at $11.0 billion pre-transaction, using a deemed $10 per share value. A concurrent PIPE subscription covered 100 million shares for $1.0 billion. Closing remained subject to conditions and shareholder approval. Proposed Class B shares would carry ten votes per share versus one vote for Class A.
- Redemptions and transaction terms: Sponsor forfeitures may apply if redemptions exceed 22.5% and are not replaced by backstop or other financing. Verify the final redemption, financing, and ownership terms in the transaction documents.
- Liquidity: Management believed available working capital and potential sponsor or affiliate borrowing capacity would be sufficient through the earlier of a business combination or one year from filing. Such loans were not committed. The $34.2 million deferred underwriting fee is payable only if a business combination closes.
- Controls: Disclosure controls were deemed ineffective at June 30 because of a previously identified material weakness in warrant accounting. Remediation efforts began but had not been fully evidenced; management expected remediation during 2021.
- Legal matter: On August 6, 2021, counsel received a shareholder demand alleging material omissions in the Aurora transaction registration statement and seeking corrective disclosures.
- Other risks: Warrant-liability remeasurement can create material quarterly noncash earnings volatility. Management said COVID-19 could affect the company’s financial position or target search, but the impact was not determinable. The filing states no material market or interest-rate exposure at quarter-end.
Important facts for investors to verify
- Read the merger agreement, proxy/prospectus and subsequent filings for closing conditions, final capitalization, dilution, redemption rights, and PIPE funding.
- Confirm the status and resolution of the shareholder demand and any amendments to transaction disclosures.
- Track remediation and subsequent reporting on the material weakness in internal controls.
- Review warrant terms and fair-value changes, which affected reported losses but were noncash.
- Do not treat RTPY’s SPAC financial statements as Aurora’s revenue, cash flow, profitability, or operating outlook; those Aurora metrics are not provided in this filing.