Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
In connection with the preparation of the financial statements of Aurora
Acquisition Corp. (the "Company") for the year ended December 31, 2022, the
Company's management and its advisors determined that certain errors relating to
expenses were not properly recorded in the period in which they occurred. After
further review and taking into consideration the amounts of the expenses and
that they included a related-party transaction, on March 26, 2023, the Audit
Committee (the "Audit Committee") of the board of directors of the Company (the
"Board") and the Board, in consultation with the Company's management and its
advisors, concluded that the Company's previously issued financial statements
issued in connection with: (i) the Company's Annual Report on Form 10-K for the
year ended December 31, 2021, originally filed on March 25, 2022 (the "2021 Form
10-K"); and (ii) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 30, 2021, March 31, 2022, June 30, 2022 and September
30, 2022, originally filed on November 15, 2021, May 16, 2022, August 15, 2022
and November 14, 2022, respectively (collectively, the "Affected Periods")
should no longer be relied upon. As such, the Company intends to restate its
financial statements for the Affected Periods in the Company's Annual Report on
Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"), which the
Company will file with the SEC as soon as practicable.
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the Company's initial public offering.
The Company's management has concluded that, in light of the errors described
above, a material weakness exists in the Company's internal control over
financial reporting for the Affected Periods. The Company's remediation plan
with respect to such material weakness will be described in more detail in the
2022 Form 10-K.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02(a) with
Marcum LLP, the Company's independent registered public accounting firm.
Cautionary Statement Regarding Forward-Looking Information
This current report on Form 8-K contains "forward-looking
statements." Statements that constitute projections, forecasts and other
forward-looking statements are not guarantees of performance. Such statements
can be identified by the fact that they do not relate strictly to historical or
current facts. Such statements are subject to certain risks and uncertainties,
which could cause the Company's actual results to differ materially from those
anticipated by the forward-looking statements. These statements are based upon
the current beliefs and expectations of the Company's management and are subject
to significant risks and uncertainties, including those detailed in the
Company's filings with the Securities and Exchange Commission. Actual results
(including, without limitation the timing for and results of the Company's
pending restatements) may differ significantly from those set forth in the
forward-looking statements. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws.
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