Unless the context otherwise requires, all references in this section to the "we," "us," "our," the "Company" or "Aurora" refer to Aurora prior to the consummation of the business combination. The following discussion and analysis of Aurora's financial condition and results of operations should be read in conjunction with Aurora's consolidated financial statements and notes to those statements report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Aurora's actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors"
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Restatement of Previously Issued Financial Statements
On
After further review and taking into consideration the amount of the expense and
that one of the relevant transactions, with respect to the error relating to
reconciliations surrounding expenses paid by related parties and accounts
payable, was a related-party transaction, on
Overview
We are a blank check company incorporated on
The issuance of additional shares in a business combination:
may significantly dilute the equity interest of investors in this offering,
which dilution would increase if the anti-dilution provisions in the Aurora
? Class B ordinary shares resulted in the issuance of Aurora Class A ordinary
shares on a greater than one-to-one basis upon conversion of the Aurora Class B
ordinary shares.
may subordinate the rights of holders of Aurora Class A ordinary shares if
? preference shares are issued with rights senior to those afforded our Aurora
Class A ordinary shares;
could cause a change in control if a substantial number of our Aurora Class A
? ordinary shares are issued, which may affect, among other things, our ability
to use our net operating loss carry forwards, if any, and could result in the
resignation or removal of our present executive officers and directors;
may have the effect of delaying or preventing a change of control of us by
? diluting the share ownership or voting rights of a person seeking to obtain
control of us; and
? may adversely affect prevailing market prices for our Aurora units, Aurora
Class A ordinary shares and/or Aurora public warrants.
Similarly, if we issue debt securities or otherwise incur significant debt, it could result in:
? default and foreclosure on our assets if our operating revenues after an
initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all
? principal and interest payments when due if we breach certain covenants that
require the maintenance of certain financial ratios or reserves without a
waiver or renegotiation of that covenant;
? our immediate payment of all principal and accrued interest, if any, if the
debt security is payable on demand;
our inability to obtain necessary additional financing if the debt security
? contains covenants restricting our ability to obtain such financing while the
debt security is outstanding;
? our inability to pay dividends on our Aurora Class A ordinary shares;
using a substantial portion of our cash flow to pay principal and interest on
? our debt, which will reduce the funds available for dividends on our Aurora
Class A ordinary shares if declared, expenses, capital expenditures,
acquisitions and other general corporate purposes;
? limitations on our flexibility in planning for and reacting to changes in our
business and in the industry in which we operate;
? increased vulnerability to adverse changes in general economic, industry and
competitive conditions and adverse changes in government regulation;
limitations on our ability to borrow additional amounts for expenses, capital
? expenditures, acquisitions, debt service requirements, execution of our
strategy and other purposes; and
? other disadvantages compared to our competitors who have less debt.
We expect to continue to incur significant costs in the pursuit of our initial business combination.
Restated Results of Operations and Known Trends or Future Events
Aurora's entire activity since inception through
For the year ended
Aurora classifies the warrants issued in connection with our Initial Public
Offering and the sale of the Novator Private Placement Units and the Private
Placement Warrants as liabilities at their fair value and adjust the warrant
instruments to fair value at each reporting period. These liabilities are
subject to re-measurement at each balance sheet date until exercised, and any
change in fair value is recognized in our statement of operations. For the year
ended
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Restated Liquidity and Capital Resources
As indicated in the accompanying financial statements, as of
The net proceeds from (i) the sale of the units in the initial public offering,
after deducting offering expenses of
Aurora intends to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions) to complete its initial business combination. Aurora may withdraw interest to pay its income taxes, if any.
Aurora's annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. Aurora expects the interest earned on the amount in the trust account will be sufficient to pay its income taxes. To the extent that Aurora's equity or debt is used, in whole or in part, as consideration to complete its initial business combination, the remaining proceeds held in the trust account will be used to repay such debt, as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue Aurora's growth strategies.
Prior to the completion of the business combination, Aurora will have available
Aurora does not believe it will need to raise additional funds following the
initial public offering in order to meet the expenditures required for operating
its business prior to Aurora's initial business combination. However, if
Aurora's estimates of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating an initial business combination are less
than the actual amount necessary to do so, Aurora may have insufficient funds
available to operate its business prior to its initial business combination. In
order to fund working capital deficiencies or finance transaction costs in
connection with an intended initial business combination or to fund certain
other expenses (including officer expenses to the extent in excess of Aurora's
estimates and expenses relating to payments due to one of Aurora's officers),
Aurora's Sponsor or its affiliates may, but are not obligated to, loan Aurora
funds as may be required. If Aurora completes its initial business combination,
Aurora would repay such loaned amounts (and at the option of the lender, up to
In the event that the Business Combination does not close, Aurora may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from Aurora's trust account would be used for such repayment. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of Aurora's initial business combination, Aurora does not expect to seek loans from parties other than its Sponsor or an affiliate of the Sponsor as Aurora does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in Aurora's trust account.
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Aurora expects its primary liquidity requirements during that period to include
approximately
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a "no-shop" provision (a provision designed to keep target businesses from "shopping" around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a "no-shop" provision would be determined based on the terms of the potential business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Critical Accounting Policies; Recent Accounting Pronouncements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could materially differ from those estimates. Aurora has identified the following critical accounting policies:
Class A Ordinary Shares Subject to Possible Redemption
Aurora accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within Aurora's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Aurora's Class A ordinary shares feature certain redemption rights that are considered to be outside of Aurora's control and subject to the occurrence of uncertain future events.
Accordingly, at
Net Loss Per Ordinary Share
Aurora complies with accounting and disclosure requirements of FASB ASC Topic
260, "Earnings Per Share." Net loss per share is computed by dividing net loss
by the weighted-average number of shares of ordinary shares outstanding during
the period excluding ordinary shares subject to forfeiture. An aggregate of
24,300,287 Class A ordinary shares subject to possible redemption on
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ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the period presented.
The Company's statement of operations includes a presentation of income (loss)
per share for Common Stock subject to possible redemption in a manner similar to
the two-class method of income per common stock. According to
Derivative Warrant Liabilities
The 6,075,072 Aurora public warrants and the 5,448,372 Aurora private warrants
are recognized as derivative liabilities in accordance with ASC 815-40.
Accordingly, we recognize the warrant instruments as liabilities at fair value
and adjust the instruments to fair value at each reporting period. The
liabilities are subject to re-measurement at each balance sheet date until
exercised, and any change in fair value is recognized in our statement of
operations. The fair value of the Aurora public warrants issued in connection
with our initial public offering was initially measured at fair value using a
combination of
Recent Accounting Pronouncements
In
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on Aurora's financial statements.
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