Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40216 | ||
Entity Registrant Name | Aurora Innovation, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1562265 | ||
Entity Address, City or Town | Pittsburgh | ||
Entity Address, State or Province | PA | ||
Entity Address, Address Line One | 1654 Smallman St. | ||
Entity Address, Postal Zip Code | 15222 | ||
City Area Code | 888 | ||
Local Phone Number | 583-9506 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 966,747,500 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001828108 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Common Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | AUR | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 642,892,171 | ||
Warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | AUROW | ||
Security Exchange Name | NASDAQ | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 481,107,977 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Santa Clara, California |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,610,135 | $ 387,346 |
Restricted cash | 280 | 182 |
Contract asset | 32,538 | 0 |
Related party receivable | 10,726 | 0 |
Prepaid expenses and other current assets | 23,765 | 18,918 |
Total current assets | 1,677,444 | 406,446 |
Property and equipment, net | 93,517 | 10,897 |
Operating lease right-of-use assets | 151,278 | 90,864 |
Restricted cash, long term | 15,832 | 12,300 |
Other assets | 21,050 | 15,631 |
Acquisition related intangible assets | 617,200 | 52,700 |
Goodwill | 1,113,766 | 30,047 |
Total assets | 3,690,087 | 618,885 |
Current liabilities | ||
Accounts payable | 7,901 | 6,502 |
Related party payable | 540 | 0 |
Accrued expenses and other liabilities | 70,006 | 18,768 |
Operating lease liabilities, current | 12,274 | 6,681 |
Total current liabilities | 90,721 | 31,951 |
Operating lease liabilities, long-term | 134,551 | 97,153 |
Deferred tax liability | 3,905 | 3,052 |
Other long-term liabilities | 1,150 | 25 |
Total liabilities | 348,385 | 132,181 |
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, $0.00001 par value; nil and 290,300,547 shares issued and outstanding as of December 31, 2021, and December 31, 2020, respectively | 763,283 | |
Stockholders’ deficit | ||
Common stock - Class A shares, $0.00001 par value, 641,721,837 and 278,810,627 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively; Class B shares, $0.00001 par value, 481,107,977 and nil shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 11 | 0 |
Additional paid-in capital | 4,432,907 | 59,184 |
Accumulated deficit | (1,091,216) | (335,763) |
Total stockholders’ equity (deficit) | 3,341,702 | (276,579) |
Total liabilities, redeemable convertible preferred stock, and stockholder’s equity (deficit) | 3,690,087 | 618,885 |
Warrant | ||
Current liabilities | ||
Warrant and Earnout Shares liability | 65,678 | 0 |
Earnout Shares | ||
Current liabilities | ||
Warrant and Earnout Shares liability | $ 52,380 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020USD ($)$ / sharesshares |
Redeemable convertible preferred stock par value (in usd per share) | $ | $ 0.00001 |
Redeemable convertible preferred stock (in shares) | 290,300,547 |
Redeemable convertible preferred stock (in shares) | 290,300,547 |
Common Class A | |
Common stock par value (in usd per share) | $ / shares | $ 0.00001 |
Common stock issued (shares) | 278,810,627 |
Common stock outstanding (shares) | 278,810,627 |
Common Class B | |
Common stock par value (in usd per share) | $ / shares | $ 0.00001 |
Common stock issued (shares) | 0 |
Common stock outstanding (shares) | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Collaboration revenue | $ 82,538 | $ 0 |
Operating expenses: | ||
Research and development | 697,276 | 179,426 |
Selling, general and administrative | 115,925 | 38,693 |
Total operating expenses | 813,201 | 218,119 |
Loss from operations | (730,663) | (218,119) |
Other income (expense): | ||
Interest and other income | 525 | 3,717 |
Change in fair value of derivative liabilities | (20,116) | 0 |
Transaction costs | (4,516) | 0 |
Other expense | (5,184) | (45) |
Total loss from operations before income taxes | (759,954) | (214,447) |
Income tax expense (benefit) | (4,501) | 2 |
Net loss | $ (755,453) | $ (214,449) |
Basic net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Basic weighted-average shares outstanding (in shares) | 620,816,420 | 270,940,197 |
Diluted weighted-average shares outstanding (in shares) | 620,816,420 | 270,940,197 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (755,453) | $ (214,449) |
Available-for sale investments | ||
Net unrealized loss | 0 | (125) |
Net change | 0 | (125) |
Other comprehensive loss | 0 | (125) |
Comprehensive loss | $ (755,453) | $ (214,574) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Retained Earnings | Previously Reported | Previously ReportedCommon Stock | Previously ReportedAdditional Paid-in Capital | Previously ReportedAOCI Attributable to Parent | Previously ReportedRetained Earnings | Revision of Prior Period, Adjustment | Revision of Prior Period, AdjustmentCommon Stock | Revision of Prior Period, AdjustmentAdditional Paid-in Capital | Revision of Prior Period, AdjustmentAOCI Attributable to Parent | Revision of Prior Period, AdjustmentRetained Earnings |
Beginning balance at Dec. 31, 2019 | $ 763,815 | $ 763,815 | $ 0 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 290,425,630 | 133,784,888 | 156,640,742 | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 763,283 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 290,300,547 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 263,572,316 | 121,414,839 | 142,157,477 | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ (82,225) | $ 3 | $ 38,961 | $ 125 | $ (121,314) | $ (82,225) | $ 0 | $ 38,964 | $ 125 | $ (121,314) | $ 3 | $ (3) | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,433,498 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 2,952 | 2,952 | |||||||||||||
Vesting of early exercised stock options | 388 | 388 | |||||||||||||
Vesting of early exercised stock options (in shares) | 2,262,645 | ||||||||||||||
Vesting of restricted stock (in shares) | 9,542,168 | ||||||||||||||
Stock-based compensation | 16,880 | 16,880 | |||||||||||||
Unrealized loss on held for sale investments | (125) | (125) | |||||||||||||
Net loss | (214,449) | (214,449) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 278,810,627 | ||||||||||||||
Ending balance at Dec. 31, 2020 | (276,579) | $ 3 | 59,181 | 0 | (335,763) | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Repurchase of series B redeemable convertible preferred stock at $4.26 | $ (532) | ||||||||||||||
Repurchase of series B redeemable convertible preferred stock at $9.2403 (in shares) | (125,083) | ||||||||||||||
Issuance of series U-1 redeemable convertible preferred stock at $9.06 per share in relation to acquisition | $ 1,000,000 | ||||||||||||||
Issuance of series U-1 redeemable convertible preferred stock at $19.66 per share in relation to acquisition (in shares) | 110,437,359 | ||||||||||||||
Issuance of series U-2 redeemable convertible preferred stock at $9.06 per share, net of issuance costs of $2,138 | $ 397,862 | ||||||||||||||
Issuance of series U-2 redeemable convertible preferred stock at $19.66 per share, net of issuance costs of $2,138 (in shares) | 44,174,944 | ||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | $ (2,161,145) | ||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | (444,912,850) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of common stock in relation to acquisitions | $ 937,668 | $ 3 | 937,665 | ||||||||||||
Issuance of common stock in relation to acquisitions (in shares) | 257,863,127 | ||||||||||||||
Purchase consideration allocated to non-cash compensation expense | 7,873 | 7,873 | |||||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization (in shares) | 444,912,850 | ||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the reverse recapitalization | 2,161,145 | $ 4 | 2,161,141 | ||||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 1,040,521 | $ 1 | 1,040,520 | ||||||||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (in shares) | 129,294,175 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 8,393,301 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 7,847 | 7,847 | |||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 917,959 | ||||||||||||||
Common stock withheld for net share settlement of equity awards (in shares) | (302,418) | ||||||||||||||
Common stock withheld for net share settlement of equity awards | (3,705) | (3,705) | |||||||||||||
Vesting of early exercised stock options | 182 | 182 | |||||||||||||
Vesting of early exercised stock options (in shares) | 1,271,075 | ||||||||||||||
Vesting of restricted stock (in shares) | 1,669,118 | ||||||||||||||
Stock-based compensation | 222,203 | 222,203 | |||||||||||||
Unrealized loss on held for sale investments | 0 | ||||||||||||||
Net loss | (755,453) | (755,453) | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 1,122,829,814 | ||||||||||||||
Ending balance at Dec. 31, 2021 | $ 3,341,702 | $ 11 | $ 4,432,907 | $ 0 | $ (1,091,216) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Repurchase of series B redeemable convertible preferred stock (in usd per share) | $ 4.26 | |
Issuance of series U-1 redeemable convertible preferred stock in relation to acquisition (in usd per share) | $ 9.06 | |
Issuance of series U-2 redeemable convertible preferred stock, net of issuance costs (in usd per share) | $ 9.06 | |
Stock issuance costs | $ 2,138 |
Statement of Cash Flows (Statem
Statement of Cash Flows (Statement) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (755,453) | $ (214,449) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15,581 | 3,117 |
Reduction in the carrying amount of ROU assets | 25,424 | 14,109 |
Accretion of discount on short-term investments | 0 | (143) |
Loss on disposal of equipment | 3,338 | 0 |
Non-cash severance | 7,873 | 0 |
Stock based compensation | 220,058 | 16,880 |
Change in deferred tax asset valuation allowance | (4,504) | 0 |
Change in fair value of derivative liabilities | 20,116 | 0 |
Transaction costs associated with warrants | 4,516 | 0 |
Other | 3,836 | 0 |
Changes in operating assets and liabilities: | ||
Contract asset | (32,538) | 0 |
Prepaid expenses and other current assets | (9,901) | (11,692) |
Other assets | (5,566) | (14,038) |
Accounts payable | 444 | 2,189 |
Accrued expenses and other current and non-current liabilities | (35,845) | 13,674 |
Operating lease liability | (20,667) | (1,526) |
Net cash used in operating activities | (563,288) | (191,879) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (48,054) | (6,689) |
Proceeds from sale of property and equipment | 3,500 | 0 |
Net cash acquired in acquisitions | 294,439 | 0 |
Purchase of short-term investments | 0 | (120,022) |
Maturities of short-term investments | 0 | 470,000 |
Net cash provided by investing activities | 249,885 | 343,289 |
Cash flows from financing activities: | ||
Proceeds from early exercised stock options | 0 | 79 |
Payments to repurchase unvested early exercised stock options | 0 | (763) |
Payments to repurchase series B preferred stock | 0 | (532) |
Proceeds from issuance of common stock | 7,999 | 2,662 |
Proceeds from issuance of Series U-2 preferred stock, net | 397,862 | 0 |
Proceeds from the reverse recapitalization, net of transaction costs | 1,133,961 | 0 |
Net cash provided by financing activities | 1,539,822 | 1,446 |
Net increase in cash, cash equivalents, and restricted cash | 1,226,419 | 152,856 |
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 | $ 1,626,247 | $ 399,828 |
Overview and Organization
Overview and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Organization | Overview and Organization Aurora Innovation, Inc. and its wholly-owned subsidiaries (the “Company” or “Aurora”) was initially incorporated as a Cayman Islands exempted company on October 2, 2020 and formerly known as Reinvent Technology Partners Y (“RTPY”). The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On November 3, 2021 (the “Closing Date” or “Closing”), the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, domesticated as a Delaware corporation, and change its name to Aurora Innovation, Inc. As contemplated by the Agreement and Plan or Merger dated July 14, 2021 (the “Merger Agreement”), Aurora consummated the merger transaction (the “Merger”) whereby RTPY Merger Sub, Inc., a direct wholly owned subsidiary of the Company, merged with and into Aurora Innovation Holdings, Inc. (“Legacy Aurora”), a Delaware corporation f/k/a Aurora, Innovation, Inc. The Company’s common stock is listed on the NASDAQ under the symbol “AUR” and the Company’s warrants to purchase shares of Class A common stock are listed on the NASDAQ under the symbol “AUROW”. The Company is headquartered in Pittsburgh, Pennsylvania and has offices in eight additional cities: Palo Alto, Mountain View, and San Francisco, California; Bozeman, Montana; Coppell, Texas; Wixom, Michigan; Seattle, Washington; and Louisville, Colorado . The Company designs and develops the Aurora Driver, which is the hardware, software, and data services that allow vehicles to drive themselves. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The Company’s consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The Merger was accounted for as a reverse recapitalization and operations prior to the Closing presented are those of Legacy Aurora (see “Note 3 - Reverse Recapitalization”). All intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; valuation allowance for deferred income tax assets, valuation of intangible assets, fair value of options granted under the Company’s stock-based compensation plans, present value of the lease liability, total estimated hours used in determining the recognition of revenue, the valuation of the warrant liabilities, and the valuation of the Earnout Shares liability. Segment Information The Company has one reportable segment. The Company’s chief operating decision maker (the “CODM”) manages the operations of the Company on a consolidated basis when allocating resources and all significant operating decisions are based on analysis of the Company as a single business. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity, when purchased, of 90 days or less to be cash equivalents. The recorded carrying value of cash equivalents approximates their fair value. Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to the signing of the Company’s operating lease agreements. The Company has presented restricted cash separately from cash and cash equivalents on the balance sheet. Revenue Recognition The Company accounts for the collaboration framework agreement and project plan with a major customer using the input measure of hours expended as a percentage of total estimated hours to complete the project commencing with initial recognition in August 2021 when a collaboration project plan was signed. The excess of revenue recognized over cash collected is recognized as a contract asset. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets of three Leases The Company determines if an arrangement is a lease at inception. All leases are assessed for classification as an operating lease or a finance lease. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. The interest rate used to determine the present value of future payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate, calculated based on available information at the lease commencement date, is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The Company’s right of use (ROU) assets are also recorded at the applicable lease commencement date. The ROU assets equals the amount of the related lease liability, adjusted for prepaid lease payments made prior to the lease commencement date, lease incentives and initial direct costs. Certain lease contracts include obligations to pay for other services, such as operations and maintenance. The Company elected the practical expedient whereby the Company records all lease components and the related minimum non-lease components as a single lease component. Cash payments made for variable lease costs, such as maintenance and tenant improvements, are not included in the measurement of the Company’s operating lease assets and liabilities as of the lease commencement date. The Company does not include variable payments in the calculation of the ROU asset at the commencement of the lease, however if the variable payments are based on a contingent event, and that contingent event is ultimately resolved, the ROU asset is re-measured and all such variable payments are then included. Many of the Company’s lease terms include one or more options to renew. The Company does not assume renewals in the determination of the lease term unless it is reasonably certain that the Company will exercise that option. Lease costs for minimum lease payments for operating leases is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to not recognize a lease liability or right-of-use (ROU) asset for short-term leases, which are defined as leases with a term of twelve months or less that do not include an option to purchase the underlying asset. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill, Acquired Intangible Assets, and Impairment of Long-Lived Assets (i) Goodwill Goodwill represents the excess purchase consideration of acquired businesses over the estimated fair value of the net assets acquired and is not amortized. Goodwill is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. The Company did not record any impairment to goodwill in any of the periods presented. (ii) Acquired Intangible Assets Acquired Intangible Assets consist of in-process research and development (IPR&D) from the Company’s acquisitions of Apparate USA LLC (“Uber Advanced Technologies Group” or “ATG”), Blackmore Sensors and Analytics, and OURS Technology (“OURS”). Each IPR&D has an indefinite useful life and is tested for impairment annually until completion. As of December 31, 2021 the IPR&D have not been completed. (iii) Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. No impairment losses were recognized in the years ended December 31, 2021 and 2020. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services and are included in research and development in the accompanying statement of operations. Advertising Costs Advertising costs are expensed as incurred and are included in selling, general, and administrative in the accompanying statement of operations. There were no advertising costs incurred in 2021 and 2020. Software Development Costs The Company follows the provisions of ASC 985-20, Software - Costs of Software to be Sold, Leased, or Marketed (“ASC 985-20”). Costs have not yet met the criteria for capitalization as technological feasibility has not been established as defined by ASC 985-20. Income Taxes The Company accounts for income taxes using the asset-and-liability method. ASC 740, Accounting for Income Taxes (“ASC 740”) , requires the recognition of deferred tax assets and liabilities based upon the temporary differences between the financial reporting and tax bases of assets and liabilities and using enacted rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records uncertain tax positions on the basis of a two-step process in which: (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the tax benefit as the largest amount that is cumulatively more than 50% likely to be realized upon ultimate settlement with the related tax authority. Stock-based Compensation The Company recognizes share-based compensation cost using the fair value method of accounting. The fair value of the Company’s stock options are measured based on the grant-date fair value which is calculated using a Black-Scholes option pricing model and the fair value of restricted stock units are measured as the fair value of Aurora common stock. The fair value of the stock-based compensation for awards with only service conditions is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Expense for awards with service and performance conditions is recognized on a graded-vesting basis over the requisite service period. The Company recognizes the effect of forfeitures in the period they occur. Public and Private Placement Warrants The Company accounts for the public and private placement stock purchase warrants (collectively “the warrants”) as derivative liabilities under ASC 815 D erivatives and Hedging. The liabilities are measured at fair value on Closing and in subsequent periods with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire. Earnout Shares The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as a derivative liability under ASC 815 D erivatives and Hedging. The Earnout Shares are accounted for as a liability as the shares are not indexed to our common stock. The liability is measured at fair value on Closing and in subsequent periods with any changes in fair value reflected in the statement of operations until the vesting conditions are met or the shares expire. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Significant Risks and Uncertainties Including Business and Credit Concentrations The Company’s principal operations are the research, design, and implementation of the Aurora Driver. The Company is currently researching and developing its proprietary technology with the goal of commercializing the Aurora Driver. The Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant risks and uncertainties to the Company’s operations include failing to secure additional funding and the threat of other companies developing and bringing to market similar technology at an earlier time than the Company. However, given the amount of available cash and cash equivalents, management believes available capital resources are sufficient to meet working capital and capital expenditure needs for at least twelve months following the issuance date of these financial statements. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents at U.S. commercial banks. Cash and cash equivalents deposited with domestic commercial banks generally exceed the Federal Deposit Insurance Corporation insurable limit. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents. In 2021, the Company reported $82,538 in collaboration revenue from an agreement with an automotive original equipment manufacturers (OEM). The commercial relationship with this OEM was governed by a collaboration framework agreement and a project plan agreement that specify the work that was to occur and payments that were to be made. The revenue arrangement is nonrecurring, and, as of December 31, 2021, the Company does not have any long-term contracts with customers that are expected to provide recurring revenue streams. On March 11, 2020, the World Health Organization declared the novel strain of coronavirus, COVID-19, a global pandemic and recommended containment and mitigation measures worldwide. As of the date of these financial statements, the Company has not experienced a negative impact to its financial position, results of operations, and operating cash flows. The Company cannot accurately predict the length or severity of this pandemic and the impact it might have on the world and domestic economies. However, the Company believes that for the foreseeable future, based on its current capital resources and its operations and cash flows, it will not be materially nor negatively affected. Recently Issued Accounting Standards – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The standard will be effective for the Company on January 1, 2022. The Company is currently evaluating the impact of the new guidance. In December 2020, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, Income Taxes, as well as removing certain exceptions within ASC 740. The standard will be effective for the Company on January 1, 2022. The Company is currently evaluating the impact of the new guidance. Recently Issued Accounting Standards – Adopted in Fiscal 2021 In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Reverse Recapitalization | Reverse Recapitalization On November 3, 2021, Legacy Aurora consummated the merger with RTPY Merger Sub, Inc., a direct wholly owned subsidiary of Aurora. Prior to the Merger, holders of 75,459,006 shares of RTPY ordinary Class A shares exercised their right to redeem such shares at a price of approximately $10.00 per share. The remaining 22,291,089 public shares converted to Aurora Class A common stock with the consummation of the Merger. In connection with the Closing, issued and outstanding shares of Legacy Aurora common stock (including converted preferred stock), options to purchase Legacy Aurora common stock, and awards of restricted stock units based on shares of Legacy Aurora common stock were converted into rights to receive shares, options, or awards of Aurora at the Exchange Ratio of approximately 2.1708. Transactions in Legacy Aurora capital stock and equity incentive plans included: • 204,949,573 shares of Legacy Aurora preferred stock were converted to 204,949,573 shares of Legacy Aurora common stock. • 458,202,021 shares of Legacy Aurora common stock, including shares resulting from the conversion of Legacy Aurora preferred stock, were converted to 513,575,278 shares of Aurora Class A common stock and 481,107,977 shares of Aurora Class B common stock. • 37,972,693 outstanding options to purchase shares of Legacy Aurora common stock (“Legacy Aurora Options”) were converted into 82,432,681 options to purchase shares of Aurora Class A common stock (“Aurora Options”). • 15,984,012 awards of restricted stock units based on shares of Legacy Aurora common stock (“Legacy Aurora RSU Awards”) were converted into 34,698,749 awards of restricted stock units based on shares of Aurora Class A common stock (“Aurora RSU Awards”). Concurrently with the merger, certain institutional and accredited investors entered into subscription agreements pursuant to which the investors agreed to purchase 100,000,000 shares of Aurora Class A common stock at $10.00 per share for aggregate proceeds of $1,000,000. RTPY Class B ordinary shares held by Reinvent Sponsor Y LLC (the “Sponsor”) converted into 120,000 shares of Aurora Class A common stock in connection with the merger. In connection with the Sponsor Agreement entered into on July 14, 2021, RTPY Class A ordinary shares held by the Sponsor which were not forfeited due to redemption activity prior to the merger are deemed to be effectively issued on the Closing Date for financial reporting purposes. 6,883,086 shares are effectively issued with 1,720,772 of these shares subject to lock up provisions and 5,162,314 of these shares subject to price based vesting conditions (the “Earnout Shares”). Each of the then issued and outstanding 12,218,750 redeemable warrants of RTPY converted automatically into a redeemable warrant to purchase one share of Aurora Class A common stock (the “Public Warrants”). Additionally, each of the then issued and outstanding 8,900,000 private placement warrants of RTPY converted automatically into an Aurora warrant (the “Private Placement Warrants”). The number of shares of Aurora Class A and Class B common stock issued and outstanding following the consummation of the merger was as follows: Shares RTPY public shares 97,750,095 Less: redemptions of RTPY public shares (75,459,006) RTPY public shares, net of redemptions 22,291,089 RTPY Sponsor shares 7,003,086 PIPE shares 100,000,000 Total shares of RTPY common stock outstanding prior to the merger 129,294,175 Legacy Aurora shares 994,683,255 Total shares of Aurora common stock outstanding subsequent to the merger 1,123,977,430 The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RTPY is treated as the acquired company and the Merger is treated as the equivalent of Legacy Aurora issuing shares for the net assets of RTPY, accompanied by a recapitalization. The accounting acquirer was primarily determined based on Legacy Aurora shareholders having the largest voting interest in the post-combination company and the ability to appoint the majority of the members of the Board of Directors as well as Legacy Aurora management holding executive management roles in the post-combination company and are responsible for the day-to-day operations which are comprised of Legacy Aurora activities. The net assets of RTPY were recognized at historical cost as of the Closing, with no goodwill or other intangible assets recorded. Operations prior to the merger presented are those of Legacy Aurora and the accumulated deficit of Legacy Aurora has been carried forward after Closing. In connection with the merger, the Company raised proceeds of $1,223,156 including $1,000,000 from the PIPE investment, $222,911 cash held in RTPY’s trust account from its initial public offering, and $245 in cash held in RTPY’s operating cash account. The proceeds were net of $754,590 paid to redeem RTPY public shares and $48,577 in costs incurred by RTPY prior to Closing. Legacy Aurora incurred $40,617 in transaction costs consisting of banking, legal, and other professional fees. Of this total, $36,101 was recorded as a reduction to additional paid-in capital and $4,516 was expensed in the consolidated statements of operations. Total net cash proceeds to the Company was $1,133,961. |
Balance Sheet Detail
Balance Sheet Detail | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Detail | Balance Sheet Detail (a) Fair Value of Financial Instruments The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology, which are significant to the fair value measurement, are unobservable. An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring bases as of December 31, 2021 and 2020: As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,609,919 $ — $ — $ 1,609,919 Total cash equivalents $ 1,609,919 $ — $ — $ 1,609,919 Liabilities: Public warrants 37,999 — — 37,999 Private placement warrants — 27,679 — 27,679 Earnout Shares liability — — 52,380 52,380 Total liabilities $ 37,999 $ 27,679 $ 52,380 $ 118,058 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 The Public Warrants and Private Placement Warrants (see Note 8: Derivative Liabilities ) are measured at fair value on a recurring basis. The Public Warrants are valued based on the closing price of the publicly traded instrument. The Private Placement Warrants are valued using observable inputs for similar liabilities resulting in Level 2 classification. The Earnout Shares liability (see Note 8: Derivative Liabilities ) are measured at fair value on a recurring basis. The fair value was determined using a Monte Carlo simulation with a risk free rate of 1.60% and 1.52% and volatility of 50% and 50% as of November 3, 2021 and December 31, 2021, respectively. (b) Property and Equipment Property and equipment consist of the following at December 31: 2021 2020 Land $ 13,503 $ — Furniture and fixtures 10,893 4,209 Test and lab equipment 11,984 3,787 Leasehold improvements 61,173 3,609 Computers and equipment 7,839 2,121 Computer software 3,321 1,941 Automobile 3,444 520 Buildings 1,040 — 113,197 16,187 Less accumulated depreciation and amortization (19,680) (5,290) Total property and equipment, net $ 93,517 $ 10,897 (c) Other Assets Other assets consist of the following at December 31: 2021 2020 Long-term prepaid expenses and other assets $ 4,631 $ 15,507 Equity method investment 16,088 — Security deposits 331 124 Total other assets $ 21,050 $ 15,631 (d) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following at December 31: 2021 2020 Accrued expenses $ 16,074 $ 3,412 Accrued compensation 51,401 13,938 Other 2,531 1,418 Total accrued expenses and other current liabilities $ 70,006 $ 18,768 |
Collaboration Revenue
Collaboration Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Collaboration Revenue | Collaboration Revenue In January 2021, the Company entered into a collaboration framework agreement with Toyota Motor Corporation (“Toyota”) with the intention of deploying the Aurora Driver into a fleet of Toyota Sienna vehicles, subject to further agreement of a collaboration projection plan that was signed in August 2021. The Company received $50,000 in cash consideration in April 2021 and expects the remaining $100,000 in 2022. Revenue is recognized using the input measure of hours expended as a percentage of total estimated hours to complete the project commencing with initial recognition in August 2021 when the project plan was signed. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Apparate USA LLC On January 19, 2021, the Company acquired 100% of the voting interests of ATG, which was a company developing self-driving technology. The acquisition date fair value of the consideration transferred for ATG was approximately $1,915,708 which consisted of stock consideration. The stock consideration transferred comprised 110,437,359 shares of the Company’s Series U-1 preferred stock and 252,194,518 shares of the Company’s common stock. The preferred stock was valued referencing a subsequent purchase of the Company’s Series U-2 redeemable convertible preferred stock. The common stock was valued based on the fair value as of January 19, 2021, as determined by a third-party valuation expert using an Option Pricing Method model. The transaction costs associated with the acquisition were approximately $15,113 and were recorded in general and administrative expense in the year ended December 31, 2021. The Company has accounted for the ATG acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the ATG acquisition. We recorded a measurement period adjustment to the preliminary purchase price allocation which included an $21,652 decrease in property and equipment, an $3,342 increase in deferred tax liability and an $24,994 increase in goodwill. This measurement period adjustment was made to reflect facts and circumstances that existed as of the acquisition date. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the ATG acquisition: Fair Value Cash and cash equivalents $ 310,540 Prepaid expenses and other current assets 6,229 Property and equipment 63,395 Operating lease right-of-use assets 41,915 Other assets 18,351 Acquisition related intangible assets 545,500 Goodwill 1,060,159 Accounts payable (1,860) Related party payable (46,970) Accrued expenses and other current liabilities (37,796) Operating lease liabilities (40,413) Deferred tax liability (3,342) Total $ 1,915,708 The sole identifiable intangible asset acquired in the ATG acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include overhead costs, profit margin, opportunity cost, and obsolescence. The asset has not been placed into service and there have been no impairment charges related to the intangible asset as of December 31, 2021. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes. Separately, the Company recognized $7,873 in non-cash compensation expense for severance payments by the former parent of ATG. This amount was allocated from total equity consideration transferred. The following supplemental pro forma information combines the historical results of Aurora and ATG as if the ATG acquisition had occurred on January 1, 2020, the beginning of the earliest period presented and includes pro forma adjustments related to depreciation and amortization of acquired property, plant and equipment, share-based compensation expense, and severance expense. Twelve months ended December 31, 2021 2020 Revenue $ 82,538 $ — Net loss (626,964) (1,033,727) OURS Technology, Inc. On March 5, 2021, the Company acquired 100% of the voting interests in OURS, a silicon photonics company. The Company has included the financial results of OURS in the condensed consolidated financial statements prospectively from the date of acquisition. The OURS acquisition date fair value of the consideration transferred for OURS was approximately $40,821, which consisted of the following Fair Value Cash $ 16,107 Stock Consideration 24,105 Assumed liabilities related to third-party expenses 609 Total $ 40,821 As part of the OURS acquisition, the Company assumed certain OURS compensation agreements, including the conversion of certain shares of OURS restricted stock into rights to receive the Company’s restricted stock, and assuming certain stock options with an estimated fair value of $3,789. For the stock options assumed, based on the service period related to the period prior to the OURS acquisition date, $2,145 was allocated to the purchase price, and $1,644 relating to post-acquisition services which will be recorded as operating expenses over the remaining requisite service periods. The stock consideration transferred comprised 6,064,675 shares of the Company’s common stock including 396,067 shares of restricted stock granted. The restricted stock awards (RSAs) were valued based on the March 5, 2021 fair value, as determined by a third party valuation expert using an Option Pricing Method model, and the estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The RSAs vest monthly over a 2-year period starting on the vesting commencement date and expire once the holder ceases to be a service provider of the Company. The transaction costs associated with the OURS acquisition were approximately $262 and were recorded in general and administrative expense in the twelve months ended December 31, 2021. The Company has accounted for the OURS acquisition as a business combination, and therefore the assets acquired and liabilities assumed were recognized at their fair values on the date of the OURS acquisition. We recorded a measurement period adjustment to the preliminary purchase price allocation which included an $774 decrease in deferred tax liability and an $774 decrease in goodwill. This measurement period adjustment was made to reflect facts and circumstances that existed as of the acquisition date. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the OURS acquisition: Fair Value Cash and cash equivalents $ 153 Prepaid expenses and other current assets 23 Property and equipment 218 Other assets 9 Acquisition related intangible assets 19,000 Goodwill 23,477 Accounts payable (46) Deferred tax liability (2,013) Total $ 40,821 The sole identifiable intangible asset acquired in the OURS acquisition was in-process research and development (IPR&D) and has an indefinite useful life as of the date of the acquisition. The fair value of the IPR&D intangible asset was determined through a replacement cost approach, which identifies the costs that would be necessary to recreate the asset if the Company were to internally develop the acquired technology. Significant unobservable inputs include profit margin and opportunity cost. The asset has not been placed into service and there have been no impairment charges related to the intangible asset as of December 31, 2021. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, and is not deductible for tax purposes. Pro forma results for the OURS acquisition are not presented as the financial impact is immaterial. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | Stockholders’ Equity (Deficit) Preferred Stock The Company is authorized to issue 1,000,000,000 shares, par value of $0.00001 per share of preferred stock. Common Stock Concurrently with the consummation of the Merger on November 3, 2021, 458,202,021 shares of Legacy Aurora common stock were cancelled and reissued as 513,575,278 shares of par value $0.00001 Aurora Class A common stock and 481,107,977 shares of par value $0.00001 Aurora Class B common stock. Shares were converted by the exchange ratio of approximately 2.1708. In November 2021, the Company authorized 51,000,000,000 shares of common stock to be issued, 50,000,000,000 shares are designated Class A common stock and 1,000,000,000 shares are designated Class B common stock. Class A common stock holders are entitled to one vote for each share and Class B common stock holders are entitled to ten votes for each share. Class A and Class B have identical liquidation and dividend rights. Class B shares are convertible into Class A upon election by the holder or upon transfer (except for certain permitted transfers). At December 31, 2021, the Company had 641,721,837 shares of Class A common stock and 481,107,977 shares of Class B common stock issued and outstanding. Common Stock Reserved for Issuance Common stock reserved for future issuance at December 31, 2021, and December 31, 2020 was as follows. December 31, 2020 balances have been converted using the exchange ratio of 2.1708. December 31, 2021 December 31, 2020 Redeemable convertible preferred stock — 290,300,547 Outstanding stock options 81,405,867 76,067,205 Outstanding restricted stock units 34,054,713 — Outstanding Public Warrants 12,218,420 — Outstanding Private Placement Warrants 8,900,000 — Shares available for issuance under the equity incentive plans 122,487,648 12,386,940 Total shares of common stock reserved 259,066,648 378,754,692 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Derivative Liabilities Common Stock Warrants On the consummation of the Merger on November 3, 2021, 12,218,750 publicly traded warrants for Class A common stock at an exercise price of $11.50 (the “Public Warrants”) and 8,900,000 warrants held by the Sponsor with an exercise price of $11.50 (the “Private Placement Warrants”) converted automatically into warrants of Aurora common stock. During the year ended December 31, 2021, 330 Public Warrants were exercised for total cash proceeds of $4. The estimated fair value of the warrant liabilities was $53,219 at Closing and $65,678 at December 31, 2021. For the year-ended December 31, 2021, an expense of $12,459 was recognized in changes in fair value of derivative liabilities in the consolidated statements of operations. As of December 31, 2021, issued and outstanding warrants were as follows: Warrant Type December 31, 2021 Public Warrants 12,218,420 Private Placement Warrants 8,900,000 Total 21,118,420 i. Public Warrants Public Warrants were exercisable beginning on December 3, 2021. The Company may redeem the Public Warrants when the last reported sales price 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 the Company sends the notice of redemption to the warrant holders (the “Reference Value”) exceeds $10.00 or $18.00. Warrants are redeemable in whole and upon a minimum of 30 days’ prior written notice. If the Reference Value exceeds $18.00, warrants are redeemable at $0.01 per warrant, in whole and upon a minimum of 30 days prior written notice If the Reference Value exceeds $10.00, warrants are redeemable at $0.10 per warrant, in whole and upon a minimum of 30 days prior written notice 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. Fair market value of Class A common stock is the volume-weighted average price of Class A ordinary shares for the 10 trading days following the date on which the notice of redemption is sent. The number of ordinary shares received upon exercise is capped at 0.361 shares of Aurora Class A common stock per warrant. ii. Private Placement Warrants Private Placement Warrants are not redeemable by the Company as long as they are held by a Sponsor or its permitted transferees. If the Reference value exceeds $18.00 per share and the Company elects to redeem the Public Warrants, the Private Placement Warrants are exercised. If the Public Warrants are redeemed by the Company when the Reference Value equals or exceeds $10.00, the Private Placement Warrants are also concurrently called for redemption on the same terms as of the Public Warrants. If the Public Warrants are redeemed by the Company when the Reference Value exceeds $18.00 per share, the Sponsor will exercise the Private Placement Warrants for cash or on a cashless basis. Earnout Shares liability In connection with the execution of the Merger Agreement, the Company, Legacy Aurora and the Sponsor entered into the Sponsor Agreement on July 14, 2021. Under the agreement, existing Sponsor shares not forfeited due to redemptions are subject to lock-up and price-based vesting. 1,720,772 shares are subject to a lock-up provision but not price-based vesting. 5,162,314 shares are subject to time-based lock-up provisions as well as price-based vesting as follows: • 1,720,772 shares vest when it has been at least 2 years since the Closing and the volume weighted average price (“VWAP”) of the Company’s class A common stock equals or exceeds $15.00 for 20 trading days of any consecutive 30 trading day period. • 1,720,771 shares vest when it has been at least 3 years since the Closing and the VWAP equals or exceeds $17.50 for 20 trading days of any consecutive 30 trading day period. • 1,720,771 shares vest when it has been at least 4 years since the Closing and the VWAP equals or exceeds $20.00 for 20 trading days of any consecutive 30 trading day period |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock In January 2021, Legacy Aurora issued 50,873,075 shares of Series U-1 in connection with the ATG acquisition and issued 20,349,230 shares of Series U-2 in exchange for cash proceeds of $397,862, net of transaction costs of $2,138. Prior to the Closing of the Merger on November 3, 2021, Legacy Aurora had 20,177,530 shares of Seed 1, 9,653,930 shares of Seed 2, 29,948,750 shares of Series A, 71,389,540 shares of Series B, 2,557,518 shares of Series B-1, 50,873,075 shares of Series U-1, and 20,349,230 shares of Series U-2 issued and outstanding. Concurrent with Closing of the Merger, the 204,949,573 shares of redeemable convertible preferred stock issued and outstanding automatically converted into 204,949,573 shares of Legacy Aurora common stock. The Legacy Aurora common stock converted into 444,912,850 shares of Aurora common stock in connection with the Merger. As of December 31, 2021, no shares of redeemable convertible preferred stock were issued and outstanding. The significant rights and preferences of the redeemable convertible preferred stock until the Closing of the Merger are as follows: (i) Dividends The holders of Seed 1, Seed 2, Series A, and Series B (collectively, the “Senior Preferred Stock”) were entitled to receive dividends, when, as and if declared by the board of directors of the Company, out of any available assets of the Company. The annual dividend rate was $0.014 per share per annum for Seed 1, $0.026 per share per annum for Seed 2, $0.222 per share per annum for Series A, and $0.739 per share per annum for Series B (subject to adjustment from time to time for recapitalization with respect to each such series of preferred stock). The right to receive dividends on shares of Senior Preferred Stock was not cumulative, and payment of any dividends to the holders of Senior Preferred Stock would have been on a pro rata pari passu basis in proportion to the dividend rates for each series of Senior Preferred Stock. Subject to the prior dividend rights of the Senior Preferred Stock, the holders of outstanding shares of Series B-1 were entitled to receive dividends, when, as and if declared by the board of directors of the Company, out of any available assets of the Company. The annual dividend rate was $0.739 per share per annum for Series B-1 (subject to adjustment from time to time for recapitalization with respect to each such series of redeemable convertible preferred stock). The right to receive dividends on shares of Series B-1 was not cumulative and payment of any dividends to the holders of Series B-1 would have been on a pro rata pari passu basis in proportion to the dividend rates for Series B-1. After dividends in the full preferential amounts specified for the preferred stock had been paid or set aside, any additional dividends would have been paid among the holders of the redeemable convertible preferred stock and common stock in proportion to the greatest whole number of shares of common stock, which would be held by each holder if all shares of redeemable convertible preferred stock were converted at the then effective conversion rate. The Company has not declared any dividends as of December 31, 2021 and 2020. (ii) Conversion At the option of the holder, each share of redeemable convertible preferred stock was convertible, at any time after the date of issuance of such share, into the number of shares of common stock determined by dividing the original issue price for the redeemable convertible preferred stock by the applicable conversion price, determined at the time of conversion. The original issue price and the conversion price would have been adjusted for any stock dividends, stock splits, combination of shares, reorganizations, recapitalizations, reclassifications, or other similar events. The conversion price of each series of redeemable convertible preferred stock was also subject to broad-based weighted average anti-dilution adjustments in the event that the Company issued certain securities at a price per share less than the then applicable conversion price of such series of redeemable convertible preferred stock. Each share of redeemable convertible preferred stock was automatically converted into common stock at the then effective conversion rate (i) immediately prior to the closing of a firm commitment underwritten initial public offering of common stock under the Securities Act of 1933, as amended, provided that the aggregate gross proceeds to the Company are not less than $100,000 or (ii) upon the written consent for such conversion from (A) the holders of a majority of the outstanding redeemable convertible preferred stock (voting together as a single class and on an as-converted basis) outstanding and (B) the holders of a majority off outstanding of Series B (voting as a separate class) outstanding. (iii) Liquidation In the event of any liquidation, dissolution, or winding up of the Company, the holders of then outstanding Senior Preferred Stock were entitled to be paid on a pari passu basis, and prior and in preference to any distribution on any share of Series B-1 and common stock, an amount per share equal to (1) the greater of (a) the sum of (i) the liquidation preference specified for such share of Senior Preferred Stock ($0.175 for Seed 1, $0.322 for Seed 2, $2.776 for Series A, and $9.240 for series B) and (ii) all declared but unpaid dividends on such share of Senior Preferred Stock or (b) the amount that would have been payable if such share of Senior Preferred Stock had converted to common stock immediately prior to such liquidation, dissolution or winding up, or (2) with respect to a particular series of Senior Preferred Stock, such lesser amount as may be approved by the holders of a majority of the outstanding shares of such series, voting as a separate series. Subject to the prior liquidation rights of the Senior Preferred Stock, in the event of any liquidation, dissolution, or winding up of the Company, the holders of the then outstanding Series B-1, were entitled to be paid on a pari passu basis, and prior and in preference to any distribution on any share of common stock, an amount per share equal to (1) the greater of (a) the sum of (i) the liquidation preference specified for such share of Series B-1 (previously $9.240) and (ii) all declared but unpaid dividends on such share of Series B-1 or (b) the amount that would have been if such shares of series B-1 had converted to common stock immediately prior to such liquidation, dissolution or winding up, or (2) such lesser amount as may be approved by the holders of a majority of the outstanding shares of Series B-1, voting as a separate series. After the payment of the full liquidation preference to the holders of preferred stock described above, the assets of the Company legally available for distribution, if any, would have been distributed pro rata to holders of the common stock of the Company in proportion to the number of shares of common stock held by them. The liquidation preferences were deemed to be contingent redemption features exercisable on certain deemed liquidation events which includes a merger, change of control, or a sale of substantially all of the Company’s assets. The deemed liquidation event would have constituted a redemption event not solely within the control of the Company. Redeemable convertible preferred stock was presented outside of permanent equity in mezzanine equity on the balance sheets prior to conversion to common stock upon consummation of the Merger. (iv) Voting The holders of shares of redeemable convertible preferred stock were entitled to the number of votes equal to the number of shares of common stock into which the shares were then convertible. As long as any shares of Seed 1 remained outstanding, the holders of Seed 1, voting as a separate class, were entitled to elect one member of the board of directors (the Series Seed Director). As long as any shares of Series B preferred stock remained outstanding, the holders of Series B preferred stock, voting as a separate class, were entitled to elect one member of the board of directors. The holders of Legacy Aurora common stock, voting as a separate class, were entitled to elect five members of the board of directors. Any additional members of the board of directors were to be elected by the holders of common stock and redeemable convertible preferred stock. So long as the holders of Seed 1 were entitled to elect a director, the Series Seed Director was entitled to cast two votes on all matters that come before the board of directors. All remaining directors were entitled to cast one vote on all matters. (v) Protective Provision As long as any shares of redeemable convertible preferred stock were issued and outstanding, the holders of a majority of outstanding shares of redeemable convertible preferred stock, voting together as a single class on |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans We maintain four equity compensation plans: the 2021 Equity Incentive Plan (the 2021 Plan), the 2017 Equity Incentive Plan (the 2017 Plan), the 2016 Blackmore Sensors & Analytics, Inc. Equity Incentive Plan (the Blackmore Plan), and the OURS Technologies Inc Equity Incentive Plan (the OURS Plan). The Company assumed stock options under the Blackmore Plan in 2019 and the OURS Plan in 2021 to the extent such employees continued as employees of the Company. In connection with the Merger, holders of Legacy Aurora options and restricted stock units received an equivalent award at the Exchange Ratio that vest in accordance with the original terms of the award. 2021 Equity Incentive Plan On November 2 2021, shareholders of RTPY approved and adopted the Aurora Innovation, Inc 2021 Equity Incentive Plan. The 2021 plan makes available for issuance Class A common shares equal to 120,900,000 shares plus any shares subject to awards assumed in the Merger. Additionally, the 2021 Plan includes an annual increase on the first day of each fiscal year beginning in fiscal 2022 and ending in fiscal 2031 equal to the lesser of (i) 120,900,000, (ii) 5% of total shares outstanding on the last day of the preceding fiscal year, and (iii) a lesser number of shares determined by the Plans’ administrator. Under the 2021 Plan, equity-based compensation in the form of restricted stock units (RSUs), restricted stock awards, incentive stock options, nonqualified stock options, stock appreciation rights, and performance units may be granted to employees, officers, directors, consultants, and others. As of December 31, 2021, no awards were granted under the 2021 Plan. 122,487,648 shares of common stock were available for grant. 2017 Equity Incentive Plan Under the Company’s 2017 Equity Incentive Plan (the 2017 Plan), equity-based compensation in the form of restricted stock units (RSUs), restricted stock awards, incentive stock options, and nonqualified stock options may be granted to employees, officers, directors, consultants, and others. i. Stock Options Stock options under the 2017 Plan may be outstanding for periods of up to 10 years following the grant date. The exercise price of stock options for the purchase of shares of common stock under the 2017 Plan may not be less than 100% of the fair value of the Company’s common stock on the date of the grant, as determined by the board of directors. In the case of an incentive stock option granted to an employee who owns stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Stock options generally vest over 4 years starting on the vesting commencement date (with a one The fair value of each award granted to employees in 2021 and 2020 has been estimated on the date of grant using the Black-Scholes-Merton option pricing model with the following weighted average assumptions: expected life of 5.93 years and 5.93 years, risk-free interest rate of 0.59% and 0.87%; expected volatility of 55.00% and 55.00%; and no dividends during the expected life. Expected volatility is based on the Company’s review of historical volatilities of comparable public companies and an expected future volatility based upon this evidence over the expected term of the award. The expected life of the options represents the period of time options are expected to be outstanding and is estimated considering vesting terms, employees’ historical exercise, and post vesting employment termination behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company records forfeitures on the date occurred. Stock option activity under the 2017 Plan is as follows: Options outstanding Number of shares Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate Intrinsic value (1) Balance, December 31, 2019 69,990,959 $ 0.80 Granted 13,940,467 1.44 Exercised (3,263,193) 0.89 Forfeited (5,584,769) 1.20 Balance, December 31, 2020 75,083,464 $ 0.88 Granted 19,480,375 3.67 Exercised (8,210,529) 0.95 Forfeited (6,708,760) 2.28 Balance, December 31, 2021 79,644,550 $ 1.44 Exercisable at December 31, 2021 50,613,778 $ 0.95 6.93 $ 521,957 (1) Calculated as the closing stock price on December 31, 2021 of $11.26 less the option exercise price.multiplied by the number of options. Stock-based compensation related to options granted to employees was $23,421 and $16,569 in 2021 and 2020, respectively. The unrecognized deferred compensation expense for future years’ compensation expense related to unvested options was approximately $36,989 at December 31, 2021. Unrecognized deferred compensation will be recognized over an estimated weighted average amortization period of approximately 2.07 years. ii. Restricted Stock Units The vesting of the initial RSU grants was based on the satisfaction of 2 separate vesting requirements on or before the expiration date: (1) a time-based vesting requirement, and (2) a liquidity event. The liquidity event was the earlier of a (i) an initial public offering through a registration statement filed by the Company declared effective or the closing of a transaction with a special purpose acquisition company, or (ii) a change in control. Generally, the time-based vesting requirement is four years starting on the vesting commencement date (with a one Beginning in July 2021, 5,700,406 RSUs were granted which have only a time-based vesting requirement. RSU activity under the Plan is as follows: Unvested RSUs outstanding Number of shares Weighted average grant date fair value Balance, December 31, 2020 — $ — Granted 44,635,346 4.56 Vested (917,959) 4.98 Forfeited (9,662,674) 3.93 Balance, December 31, 2021 34,054,713 $ 4.72 The aggregate intrinsic value of outstanding RSUs at December 31, 2021 was $383,456. The intrinsic value was determined using the closing trading price of our common stock on December 31, 2021 of $11.26. Stock-based compensation related to RSUs granted to employees was $66,044 and $0 in 2021 and 2020, respectively. The unrecognized deferred compensation expense for future years’ compensation expense related to unvested RSUs was approximately $99,652 at December 31, 2021. Unrecognized deferred compensation will be recognized over an estimated weighted average amortization period of approximately 1.68 years. Stock-based payments awarded by a related party Prior to the ATG acquisition, employees of ATG received grants of RSUs in the former ultimate parent company of ATG, a related party after the closing of the transaction. 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 personnel remain employees of the Company. These awards are compensation for services provided to the Company and are accounted for as stock-based compensation. Awards representing 2,928,854 shares were modified on the acquisition date. 537,576 shares were forfeited as of December 31, 2021. The fair value of these awards is equal to the market value of the related party’s common stock on the date of modification. $128,397 in stock-based compensation expense was recognized in the twelve months ended December 31, 2021. The unrecognized deferred compensation expense for future years’ compensation expense is $6,232 as of December 31, 2021. Unrecognized deferred compensation will be recognized over an estimated weighted average amortization period of approximately 0.05 years. Stock-based compensation expense Stock-based compensation is allocated on a departmental basis, based on the classification of the option holder or grant recipient. No income tax benefits have been recognized in the statement of operations for stock-based compensation arrangements and no stock-based compensation has been capitalized as of December 31, 2021. Total stock-based compensation expense by function was as follows (in thousands): Twelve months ended December 31, 2021 2020 Research and Development $ 206,879 $ 14,082 General and Administrative 13,179 2,798 Total $ 220,058 $ 16,880 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company only has operations in the United States. Loss from operations before income taxes is categorized geographically as follows: 2021 2020 United States $ (759,954) $ (214,447) Total loss from operations before income taxes $ (759,954) $ (214,447) The federal and state income tax provision is summarized as follows: 2021 2020 Current income tax expense: Federal $ — $ — State 2 2 Total current income tax expense 2 2 Deferred income tax benefit: Federal (3,805) — State (698) — Total deferred income tax benefit (4,503) — Total tax benefit (expense) $ (4,501) $ 2 The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 0.1 — Stock-based compensation (0.4) (1.5) Research and development credits 2.5 3.5 Liability classified financial instruments (0.7) — Other (0.1) 0.2 Change in valuation allowance (21.8) (23.2) Total provision for income taxes 0.6 % — % The tax effects of significant items comprising the Company’s deferred taxes are as follows: 2021 2020 Deferred tax assets: Net operating losses $ 244,401 $ 70,125 Tax credits 44,610 21,461 Stock-based compensation 41,462 324 Accrued compensation and related expenses 9,272 2,293 Lease liability 31,466 24,521 Other 1,928 236 Total deferred tax assets 373,139 118,960 Valuation allowance (330,623) (87,241) Total deferred tax assets, net of valuation allowance 42,516 31,719 Deferred tax liabilities: Depreciation and amortization (6,529) (11,040) Right of use asset (32,172) (23,253) Other (7,720) (478) Total deferred tax liabilities (46,421) (34,771) Total net deferred tax liabilities $ (3,905) $ (3,052) As of December 31, 2021, the Company had federal and state net operating losses of $913,578 and $728,261, respectively. If not utilized, the federal and state net operating loss carryforwards will begin to expire starting in 2036 and 2029, respectively. As of December 31, 2021, the Company had federal research and development credits of $41,623, which will begin to expire in 2037 and state research and development credits of $21,358, which will begin to expire in 2032. Assessing the realizability of the Company’s deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. The Company has evaluated the criteria for realization of deferred tax assets and, as a result, has determined that certain deferred tax assets are not realizable on a more likely than not basis. The valuation allowance increased by $243,382 and $56,716 as of December 31, 2021 and 2020, respectively. Internal Revenue Code Section 382 and similar state provisions limit the use of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change of ownership, utilization of net operating losses and tax credit carryforwards may be limited. Certain acquired net operating losses and tax credits are subject to limitations. The Company recorded cumulative unrecognized tax benefits pursuant to ASC Subtopic 740-30 in the amount of $17,834 and $5,256, respectively, during the years ended December 31, 2021 and 2020. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes. Amounts accrued for interest and penalties were not significant during the years ended December 31, 2021 and 2020. Changes in balances during 2021 and 2020 and ending balances as of December 31, 2021 and 2020 in gross unrecognized tax benefits were as follows: 2021 2020 Beginning balance $ 5,256 $ 2,360 Increases related to tax positions taken during a prior year 750 202 Increases related to tax positions taken during the current year 11,962 2,772 Decreases related to tax positions taken during a prior year (134) (78) Decreases related to tax settlements with taxing authorities — — Ending balance $ 17,834 $ 5,256 The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. None of the unrecognized tax benefits, if recognized, would have a material effect on the effective tax rate. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases office facilities in Palo Alto, California; Mountain View, California; San Francisco, California; Pittsburgh, Pennsylvania; Bozeman, Montana; Coppell, Texas; Wixom, Michigan; Seattle, Washington; and Louisville, Colorado under non cancelable operating lease agreements that expire between 2021 through 2035. One acquired lease in Pittsburgh has renewal options the Company is reasonably certain to exercise which result in a lease term to 2042. As of December 31, 2021, the Company’s operating leases had a weighted average remaining lease term of 9.32 years and a weighted average discount rate of 6.22%. Future minimum payments under non cancellable operating leases (with initial or remaining lease terms in excess of one year) and other contractual commitments as of December 31, 2021 were as follows: Operating leases Year ending December 31, 2022 $ 24,155 2023 24,877 2024 24,353 2025 22,670 2026 20,645 Thereafter 60,822 Total $ 177,522 Rent expense under operating leases was $25,424 and $14,109, respectively, in 2021 and 2020. In March 2021, the Company remeasured the right of use asset for the Mountain View office which included reclassifying $16,998 from other current assets related to variable payments to construct landlord owned assets. These payments were treated as variable payments as the total amount to be paid for these assets was unknown at the lease commencement date. As the project was completed in March 2021 and the total amounts to be paid by the Company were known, the right of use asset was remeasured and the adjustment was recorded during the period ended March 31, 2021. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time the Company may be party to various claims in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses the need to record a liability for litigation and loss contingencies. Reserve estimates are recorded when and if it is determined that a loss related to certain matters is both probable and reasonably estimable. No material losses were recorded for 2021 and 2020. Future minimum payments for contractual commitments related to purchase obligations as of December 31, 2021 were as follows: Purchase Year ending December 31, 2022 $ 52,599 2023 62,780 2024 62,430 2025 63,958 2026 27,083 Thereafter — Total $ 268,850 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company sponsors the Aurora 401(k) plan. All employees are eligible to participate in the plans after meeting eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the plan up to the limit allowed by applicable income tax regulations. The Company may make a matching contribution at the discretion of the board of directors. The Company recognized $0 and $0 in 2021 and 2020, respectively, in matching contributions. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Cash paid for income taxes was $2 and $7 in 2021 and 2020, respectively. Cash paid for interest and noncash investing and financing activities were as follows: 2021 2020 Noncash investing and financing activities: Property and equipment included in accounts payable $ 4,532 $ 1,454 Vesting of early exercised stock options 182 388 Non-cash acquisition 1,939,813 — Cash, cash equivalents, and restricted cash at end of year: Cash and cash equivalents $ 1,610,135 $ 387,346 Restricted cash 16,112 12,482 Total cash, cash equivalents, and restricted cash $ 1,626,247 $ 399,828 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company computes earnings per share of common stock using the two-class method required for participating securities and does not apply the two-class method in periods of net loss. Basic earnings per share is computed using the two-class method required for participating securities but is not applied in fiscal periods with a net loss. The computation of basic and diluted earnings per share is the same as the inclusion of all potential common stock would have been anti-dilutive in a period of net loss. The Company has two classes of common stock subsequent to the Merger: Class A and Class B. As both classes have identical liquidation and dividend rights, the net loss is allocated to the classes on a proportionate basis and results in an identical net loss per share for each class under the two class method. Redeemable convertible preferred stock, unvested Restricted Stock Awards (RSAs), unvested Restricted Stock Units (RSUs) and unvested early exercised stock options are participating securities in periods of income as the securities participate in undistributed earnings. The securities do not share in losses. Share amounts and net loss per share have been retrospectively restated to reflect the Exchange Ratio from the Merger. 2021 2020 Class A Class B Class A Class B Numerator: Net Loss $ (354,415) $ (401,038) $ (9,041) $ (205,408) Net loss per share: Basic and diluted $ (1.22) $ (1.22) $ (0.79) $ (0.79) Denominator: Weighted average common shares outstanding - basic and diluted 291,251,127 329,565,292 11,423,175 259,517,022 The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect: 2021 2020 Class A Class B Class A Class B Redeemable Convertible Preferred Stock — — 68,709,583 221,591,059 Stock Options 81,478,914 — 77,417,673 — Restricted stock 35,140,985 — 2,382,969 — Private placement warrants 8,900,000 — — — Public warrants 12,218,420 — — — Earnout Shares 5,162,314 — — — Total 142,900,633 — 148,510,225 221,591,059 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties In January 2021, the Company paid $10,000 relating to financial advisory fees with a former related party for a contract that was entered into by the Company in December 2020. $8,250 was recognized in selling, general and administrative expenses and $1,750 was recognized as a reduction to redeemable convertible preferred stock for issuance costs in the twelve months ended December 31, 2021. No amounts were due as of December 31, 2021. In November 2021, the Company paid $34,200 relating to financial advisory fees to this former related party for services in the RTPY merger. The Company assumed a net liability of $46,970 from the ATG acquisition for an obligation due to the former owner of ATG who is a related party of the Company subsequent to the acquisition. The net obligation was a $54,776 related party payable offset by a $7,806 related party receivable for certain services performed by the former owner of ATG on behalf of ATG, and vice versa, prior to the closing of the acquisition. The services include administering an employee equity incentive plan, shared personnel, and other centralized services. No amounts were due as of December 31, 2021. In January 2021, the former owner of ATG made payment of $7,873 in severance to former employees of ATG which was reimbursed by the Company. Expense of $6,321 was recognized in research and development expenses and $1,552 was recognized in selling, general, and administrative expenses in the consolidated statement of operations. No amounts were due as of December 31, 2021. The Company recognized $5,662 in the consolidated statement of operations in selling, general, and administrative expenses for the transition service agreement with the former owner of ATG. As of December 31, 2021, $540 of related party payables was recorded on the consolidated balance sheet. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The Company’s consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The Merger was accounted for as a reverse recapitalization and operations prior to the Closing presented are those of Legacy Aurora (see “Note 3 - Reverse Recapitalization”). |
Consolidation | All intercompany transactions and balances are eliminated in consolidation. |
Use of Estimates | The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment; valuation allowance for deferred income tax assets, valuation of intangible assets, fair value of options granted under the Company’s stock-based compensation plans, present value of the lease liability, total estimated hours used in determining the recognition of revenue, the valuation of the warrant liabilities, and the valuation of the Earnout Shares liability. |
Segment Information | The Company has one reportable segment. The Company’s chief operating decision maker (the “CODM”) manages the operations of the Company on a consolidated basis when allocating resources and all significant operating decisions are based on analysis of the Company as a single business. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity, when purchased, of 90 days or less to be cash equivalents. The recorded carrying value of cash equivalents approximates their fair value. |
Restricted Cash | Restricted cash consists of funds that are contractually restricted as to usage or withdrawal due to the signing of the Company’s operating lease agreements. The Company has presented restricted cash separately from cash and cash equivalents on the balance sheet. |
Revenue Recognition | The Company accounts for the collaboration framework agreement and project plan with a major customer using the input measure of hours expended as a percentage of total estimated hours to complete the project commencing with initial recognition in August 2021 when a collaboration project plan was signed. The excess of revenue recognized over cash collected is recognized as a contract asset. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets of three |
Leases | The Company determines if an arrangement is a lease at inception. All leases are assessed for classification as an operating lease or a finance lease. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. The interest rate used to determine the present value of future payments is the Company’s incremental borrowing rate because the rate implicit in the Company’s leases is not readily determinable. The incremental borrowing rate, calculated based on available information at the lease commencement date, is a hypothetical rate for collateralized borrowings in economic environments where the leased asset is located based on credit rating factors. The Company’s right of use (ROU) assets are also recorded at the applicable lease commencement date. The ROU assets equals the amount of the related lease liability, adjusted for prepaid lease payments made prior to the lease commencement date, lease incentives and initial direct costs. Certain lease contracts include obligations to pay for other services, such as operations and maintenance. The Company elected the practical expedient whereby the Company records all lease components and the related minimum non-lease components as a single lease component. Cash payments made for variable lease costs, such as maintenance and tenant improvements, are not included in the measurement of the Company’s operating lease assets and liabilities as of the lease commencement date. The Company does not include variable payments in the calculation of the ROU asset at the commencement of the lease, however if the variable payments are based on a contingent event, and that contingent event is ultimately resolved, the ROU asset is re-measured and all such variable payments are then included. Many of the Company’s lease terms include one or more options to renew. The Company does not assume renewals in the determination of the lease term unless it is reasonably certain that the Company will exercise that option. Lease costs for minimum lease payments for operating leases is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any residual value guarantees. The Company has elected to not recognize a lease liability or right-of-use (ROU) asset for short-term leases, which are defined as leases with a term of twelve months or less that do not include an option to purchase the underlying asset. |
Business Combinations | The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement cost, profit margin, opportunity cost, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Goodwill | Goodwill represents the excess purchase consideration of acquired businesses over the estimated fair value of the net assets acquired and is not amortized. Goodwill is evaluated for impairment annually on December 31, or whenever events or circumstances indicate that the carrying amount may not be recoverable. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the goodwill. |
Acquired Intangible Assets | Acquired Intangible Assets consist of in-process research and development (IPR&D) from the Company’s acquisitions of Apparate USA LLC (“Uber Advanced Technologies Group” or “ATG”), Blackmore Sensors and Analytics, and OURS Technology (“OURS”). Each IPR&D has an indefinite useful life and is tested for impairment annually until completion. |
Impairment of Long-Lived Assets | Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined using various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. |
Research and Development Costs | Research and development costs are expensed as incurred. Research and development costs consist primarily of payroll, hardware and electrical engineering prototyping, cloud computing, data labeling, and third-party development services and are included in research and development in the accompanying statement of operations. |
Advertising Costs | Advertising costs are expensed as incurred and are included in selling, general, and administrative in the accompanying statement of operations. |
Software Development Costs | The Company follows the provisions of ASC 985-20, Software - Costs of Software to be Sold, Leased, or Marketed (“ASC 985-20”). Costs have not yet met the criteria for capitalization as technological feasibility has not been established as defined by ASC 985-20. |
Income Taxes | The Company accounts for income taxes using the asset-and-liability method. ASC 740, Accounting for Income Taxes (“ASC 740”) , requires the recognition of deferred tax assets and liabilities based upon the temporary differences between the financial reporting and tax bases of assets and liabilities and using enacted rates in effect for the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce the deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company records uncertain tax positions on the basis of a two-step process in which: (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the tax benefit as the largest amount that is cumulatively more than 50% likely to be realized upon ultimate settlement with the related tax authority. |
Stock-based Compensation | The Company recognizes share-based compensation cost using the fair value method of accounting. The fair value of the Company’s stock options are measured based on the grant-date fair value which is calculated using a Black-Scholes option pricing model and the fair value of restricted stock units are measured as the fair value of Aurora common stock. The fair value of the stock-based compensation for awards with only service conditions is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Expense for awards with service and |
Public and Private Placement Warrants and Earnout Shares | The Company accounts for the public and private placement stock purchase warrants (collectively “the warrants”) as derivative liabilities under ASC 815 D erivatives and Hedging. The liabilities are measured at fair value on Closing and in subsequent periods with any changes in fair value reflected in the statement of operations until the warrants are exercised, redeemed, or expire. The Company accounts for shares held by Reinvent Sponsor Y LLC (the “Sponsor”) not forfeited under the terms of the Merger Agreement and subject to price based vesting terms (the “Earnout Shares”) as a derivative liability under ASC 815 D erivatives and Hedging. |
Commitments and Contingencies | Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recently Issued Accounting Standards – Not Yet Adopted and Adopted in Fiscal 2021 | In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , that replaces the incurred loss impairment methodology in current GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The standard will be effective for the Company on January 1, 2022. The Company is currently evaluating the impact of the new guidance. In December 2020, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes , which simplifies accounting for income taxes by revising or clarifying existing guidance in ASC 740, Income Taxes, as well as In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Fair Value of Financial Instruments | The Company uses a three-level hierarchy, which prioritizes, within the measurement of fair value, the use of market-based information over entity-specific information for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. Fair value focuses on an exit price and is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risk associated with those financial instruments. The three-level hierarchy for fair value measurements is defined as follows: Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3: Inputs to the valuation methodology, which are significant to the fair value measurement, are unobservable. An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule Of Reverse Recapitalization | The number of shares of Aurora Class A and Class B common stock issued and outstanding following the consummation of the merger was as follows: Shares RTPY public shares 97,750,095 Less: redemptions of RTPY public shares (75,459,006) RTPY public shares, net of redemptions 22,291,089 RTPY Sponsor shares 7,003,086 PIPE shares 100,000,000 Total shares of RTPY common stock outstanding prior to the merger 129,294,175 Legacy Aurora shares 994,683,255 Total shares of Aurora common stock outstanding subsequent to the merger 1,123,977,430 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table summarizes the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring bases as of December 31, 2021 and 2020: As of December 31, 2021 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 1,609,919 $ — $ — $ 1,609,919 Total cash equivalents $ 1,609,919 $ — $ — $ 1,609,919 Liabilities: Public warrants 37,999 — — 37,999 Private placement warrants — 27,679 — 27,679 Earnout Shares liability — — 52,380 52,380 Total liabilities $ 37,999 $ 27,679 $ 52,380 $ 118,058 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 |
Property, Plant and Equipment | Property and equipment consist of the following at December 31: 2021 2020 Land $ 13,503 $ — Furniture and fixtures 10,893 4,209 Test and lab equipment 11,984 3,787 Leasehold improvements 61,173 3,609 Computers and equipment 7,839 2,121 Computer software 3,321 1,941 Automobile 3,444 520 Buildings 1,040 — 113,197 16,187 Less accumulated depreciation and amortization (19,680) (5,290) Total property and equipment, net $ 93,517 $ 10,897 |
Schedule of Other Assets | Other assets consist of the following at December 31: 2021 2020 Long-term prepaid expenses and other assets $ 4,631 $ 15,507 Equity method investment 16,088 — Security deposits 331 124 Total other assets $ 21,050 $ 15,631 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following at December 31: 2021 2020 Accrued expenses $ 16,074 $ 3,412 Accrued compensation 51,401 13,938 Other 2,531 1,418 Total accrued expenses and other current liabilities $ 70,006 $ 18,768 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the ATG acquisition: Fair Value Cash and cash equivalents $ 310,540 Prepaid expenses and other current assets 6,229 Property and equipment 63,395 Operating lease right-of-use assets 41,915 Other assets 18,351 Acquisition related intangible assets 545,500 Goodwill 1,060,159 Accounts payable (1,860) Related party payable (46,970) Accrued expenses and other current liabilities (37,796) Operating lease liabilities (40,413) Deferred tax liability (3,342) Total $ 1,915,708 The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of the OURS acquisition: Fair Value Cash and cash equivalents $ 153 Prepaid expenses and other current assets 23 Property and equipment 218 Other assets 9 Acquisition related intangible assets 19,000 Goodwill 23,477 Accounts payable (46) Deferred tax liability (2,013) Total $ 40,821 |
Business Acquisition, Pro Forma Information | The following supplemental pro forma information combines the historical results of Aurora and ATG as if the ATG acquisition had occurred on January 1, 2020, the beginning of the earliest period presented and includes pro forma adjustments related to depreciation and amortization of acquired property, plant and equipment, share-based compensation expense, and severance expense. Twelve months ended December 31, 2021 2020 Revenue $ 82,538 $ — Net loss (626,964) (1,033,727) |
Schedule of Business Acquisitions, by Acquisition | The OURS acquisition date fair value of the consideration transferred for OURS was approximately $40,821, which consisted of the following Fair Value Cash $ 16,107 Stock Consideration 24,105 Assumed liabilities related to third-party expenses 609 Total $ 40,821 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule Of Common Stock Reserved For Issuance | ommon stock reserved for future issuance at December 31, 2021, and December 31, 2020 was as follows. December 31, 2020 balances have been converted using the exchange ratio of 2.1708. December 31, 2021 December 31, 2020 Redeemable convertible preferred stock — 290,300,547 Outstanding stock options 81,405,867 76,067,205 Outstanding restricted stock units 34,054,713 — Outstanding Public Warrants 12,218,420 — Outstanding Private Placement Warrants 8,900,000 — Shares available for issuance under the equity incentive plans 122,487,648 12,386,940 Total shares of common stock reserved 259,066,648 378,754,692 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | As of December 31, 2021, issued and outstanding warrants were as follows: Warrant Type December 31, 2021 Public Warrants 12,218,420 Private Placement Warrants 8,900,000 Total 21,118,420 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | Stock option activity under the 2017 Plan is as follows: Options outstanding Number of shares Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate Intrinsic value (1) Balance, December 31, 2019 69,990,959 $ 0.80 Granted 13,940,467 1.44 Exercised (3,263,193) 0.89 Forfeited (5,584,769) 1.20 Balance, December 31, 2020 75,083,464 $ 0.88 Granted 19,480,375 3.67 Exercised (8,210,529) 0.95 Forfeited (6,708,760) 2.28 Balance, December 31, 2021 79,644,550 $ 1.44 Exercisable at December 31, 2021 50,613,778 $ 0.95 6.93 $ 521,957 (1) Calculated as the closing stock price on December 31, 2021 of $11.26 less the option exercise price.multiplied by the number of options. |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | RSU activity under the Plan is as follows: Unvested RSUs outstanding Number of shares Weighted average grant date fair value Balance, December 31, 2020 — $ — Granted 44,635,346 4.56 Vested (917,959) 4.98 Forfeited (9,662,674) 3.93 Balance, December 31, 2021 34,054,713 $ 4.72 |
Share-based Payment Arrangement, Cost by Plan | Total stock-based compensation expense by function was as follows (in thousands): Twelve months ended December 31, 2021 2020 Research and Development $ 206,879 $ 14,082 General and Administrative 13,179 2,798 Total $ 220,058 $ 16,880 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss from operations before income taxes is categorized geographically as follows: 2021 2020 United States $ (759,954) $ (214,447) Total loss from operations before income taxes $ (759,954) $ (214,447) |
Schedule of Components of Income Tax Expense (Benefit) | The federal and state income tax provision is summarized as follows: 2021 2020 Current income tax expense: Federal $ — $ — State 2 2 Total current income tax expense 2 2 Deferred income tax benefit: Federal (3,805) — State (698) — Total deferred income tax benefit (4,503) — Total tax benefit (expense) $ (4,501) $ 2 |
Schedule of Effective Income Tax Rate Reconciliation | The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: 2021 2020 Tax at federal statutory rate 21.0 % 21.0 % State income tax, net of federal tax benefit 0.1 — Stock-based compensation (0.4) (1.5) Research and development credits 2.5 3.5 Liability classified financial instruments (0.7) — Other (0.1) 0.2 Change in valuation allowance (21.8) (23.2) Total provision for income taxes 0.6 % — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred taxes are as follows: 2021 2020 Deferred tax assets: Net operating losses $ 244,401 $ 70,125 Tax credits 44,610 21,461 Stock-based compensation 41,462 324 Accrued compensation and related expenses 9,272 2,293 Lease liability 31,466 24,521 Other 1,928 236 Total deferred tax assets 373,139 118,960 Valuation allowance (330,623) (87,241) Total deferred tax assets, net of valuation allowance 42,516 31,719 Deferred tax liabilities: Depreciation and amortization (6,529) (11,040) Right of use asset (32,172) (23,253) Other (7,720) (478) Total deferred tax liabilities (46,421) (34,771) Total net deferred tax liabilities $ (3,905) $ (3,052) |
Schedule of Unrecognized Tax Benefits Roll Forward | Changes in balances during 2021 and 2020 and ending balances as of December 31, 2021 and 2020 in gross unrecognized tax benefits were as follows: 2021 2020 Beginning balance $ 5,256 $ 2,360 Increases related to tax positions taken during a prior year 750 202 Increases related to tax positions taken during the current year 11,962 2,772 Decreases related to tax positions taken during a prior year (134) (78) Decreases related to tax settlements with taxing authorities — — Ending balance $ 17,834 $ 5,256 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Future Minimum Payments Under Non Cancellable Operating Leases | Future minimum payments under non cancellable operating leases (with initial or remaining lease terms in excess of one year) and other contractual commitments as of December 31, 2021 were as follows: Operating leases Year ending December 31, 2022 $ 24,155 2023 24,877 2024 24,353 2025 22,670 2026 20,645 Thereafter 60,822 Total $ 177,522 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Unrecorded Unconditional Purchase Obligations Disclosure | Future minimum payments for contractual commitments related to purchase obligations as of December 31, 2021 were as follows: Purchase Year ending December 31, 2022 $ 52,599 2023 62,780 2024 62,430 2025 63,958 2026 27,083 Thereafter — Total $ 268,850 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Noncash Investing and Financing Activities | Cash paid for interest and noncash investing and financing activities were as follows: 2021 2020 Noncash investing and financing activities: Property and equipment included in accounts payable $ 4,532 $ 1,454 Vesting of early exercised stock options 182 388 Non-cash acquisition 1,939,813 — Cash, cash equivalents, and restricted cash at end of year: Cash and cash equivalents $ 1,610,135 $ 387,346 Restricted cash 16,112 12,482 Total cash, cash equivalents, and restricted cash $ 1,626,247 $ 399,828 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Common Shares | 2021 2020 Class A Class B Class A Class B Numerator: Net Loss $ (354,415) $ (401,038) $ (9,041) $ (205,408) Net loss per share: Basic and diluted $ (1.22) $ (1.22) $ (0.79) $ (0.79) Denominator: Weighted average common shares outstanding - basic and diluted 291,251,127 329,565,292 11,423,175 259,517,022 |
Schedule of Potential Common Stock Outstanding Excluded from Computation of Diluted Loss Per Share | The following table presents the potential common stock outstanding excluded from the computation of diluted loss per share because including them would have had an antidilutive effect: 2021 2020 Class A Class B Class A Class B Redeemable Convertible Preferred Stock — — 68,709,583 221,591,059 Stock Options 81,478,914 — 77,417,673 — Restricted stock 35,140,985 — 2,382,969 — Private placement warrants 8,900,000 — — — Public warrants 12,218,420 — — — Earnout Shares 5,162,314 — — — Total 142,900,633 — 148,510,225 221,591,059 |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements (Details) | Dec. 31, 2021city |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional cities where company has offices | 8 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)renewalOptionsegment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 |
Impairment of long lived assets | 0 | 0 | |
Advertising costs | 0 | 0 | |
Collaboration revenue | $ 82,538,000 | $ 0 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 20 years | ||
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Lease, number of options to renew | renewalOption | 1 | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Maximum | Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, useful life | 7 years |
Reverse Recapitalization - Narr
Reverse Recapitalization - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2021USD ($)$ / sharesshares | Nov. 02, 2021$ / sharesshares | Jul. 14, 2021shares | Jan. 31, 2021USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Reverse Recapitalization [Line Items] | ||||||
Recapitalization exchange ratio | 2.1708 | |||||
Common stock outstanding (shares) | 1,123,977,430 | |||||
Stock issued (in shares) | 100,000,000 | |||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 10 | |||||
Consideration received from sale of stock | $ | $ 1,000,000 | $ 397,862 | ||||
Warrants outstanding (in shares) | 21,118,420 | |||||
Proceeds from reverse recapitalization transaction | $ | $ 1,223,156 | |||||
Proceeds from PIPE transaction | $ | 1,000,000 | |||||
Cash acquired through reverse recapitalization from initial public offering | $ | 222,911 | |||||
Cash acquired through reverse recapitalization from cash held in operating account | $ | 245 | |||||
Payments for repurchase of common stock | $ | 754,590 | |||||
Payments for reverse recapitalization transaction | $ | $ 48,577 | |||||
Payments for reverse recapitalization transaction costs | $ | 40,617 | |||||
Reduction to APIC for transaction costs | $ | 36,101 | |||||
Reverse recapitalization transaction costs | $ | 4,516 | $ 0 | ||||
Proceeds from the reverse recapitalization, net of transaction costs | $ | $ 1,133,961 | $ 0 | ||||
Sponsor Shares Converted | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares (in shares) | 120,000 | |||||
Sponsor Shares | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares (in shares) | 6,883,086 | |||||
Sponsor Shares Subject To Lock-Up Provision | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares (in shares) | 1,720,772 | |||||
Sponsor Shares Subject To Price Based Vesting | ||||||
Reverse Recapitalization [Line Items] | ||||||
Earnout shares (in shares) | 5,162,314 | |||||
Legacy Aurora Options | ||||||
Reverse Recapitalization [Line Items] | ||||||
Options converted (in shares) | 37,972,693 | |||||
Stock Options | ||||||
Reverse Recapitalization [Line Items] | ||||||
Options converted (in shares) | 82,432,681 | |||||
Legacy Aurora Restricted Stock Units | ||||||
Reverse Recapitalization [Line Items] | ||||||
Equity instruments other than options converted (in shares) | 15,984,012 | |||||
Restricted stock | ||||||
Reverse Recapitalization [Line Items] | ||||||
Equity instruments other than options converted (in shares) | 34,698,749 | |||||
Common Class A | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock outstanding (shares) | 641,721,837 | 278,810,627 | ||||
Shares converted (in shares) | 513,575,278 | |||||
Common Class B | ||||||
Reverse Recapitalization [Line Items] | ||||||
Common stock outstanding (shares) | 481,107,977 | 0 | ||||
Shares converted (in shares) | 481,107,977 | |||||
Legacy Aurora Preferred Stock | ||||||
Reverse Recapitalization [Line Items] | ||||||
Shares converted (in shares) | 204,949,573 | |||||
Legacy Aurora Common Stock | ||||||
Reverse Recapitalization [Line Items] | ||||||
Shares converted (in shares) | 458,202,021 | |||||
Public Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 12,218,750 | 12,218,420 | ||||
Private Placement Warrants | ||||||
Reverse Recapitalization [Line Items] | ||||||
Warrants outstanding (in shares) | 8,900,000 | 8,900,000 | ||||
Common Shareholders | ||||||
Reverse Recapitalization [Line Items] | ||||||
Stock issued for acquisitions (in shares) | 22,291,089 | |||||
RTPY Merger Sub, Inc. | ||||||
Reverse Recapitalization [Line Items] | ||||||
Redemption of shares (in shares) | 75,459,006 | |||||
Price per shares redeemed (in usd per share) | $ / shares | $ 10 | |||||
Common stock outstanding (shares) | 97,750,095 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions - Schedule of Reverse Recapitalization (Details) - shares | Nov. 03, 2021 | Nov. 02, 2021 |
Reverse Recapitalization [Line Items] | ||
Common stock outstanding (shares) | 1,123,977,430 | |
Stock issued (in shares) | 100,000,000 | |
Total shares prior to recapitalization (in shares) | 129,294,175 | |
Stock converted (in shares) | 994,683,255 | |
Common Shareholders | ||
Reverse Recapitalization [Line Items] | ||
Stock issued for acquisitions (in shares) | 22,291,089 | |
RTPY Sponsors | ||
Reverse Recapitalization [Line Items] | ||
Stock issued for acquisitions (in shares) | 7,003,086 | |
RTPY Merger Sub, Inc. | ||
Reverse Recapitalization [Line Items] | ||
Common stock outstanding (shares) | 97,750,095 | |
Redemption of shares (in shares) | (75,459,006) |
Balance Sheet Detail - Fair Val
Balance Sheet Detail - Fair Value Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents: | ||
Total cash equivalents | $ 1,609,919 | $ 387,464 |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Total liabilities | 118,058 | |
Public Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 37,999 | |
Private Placement Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 27,679 | |
Earnout Shares | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 52,380 | |
Fair Value, Inputs, Level 1 | ||
Cash equivalents: | ||
Total cash equivalents | 1,609,919 | 387,464 |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Total liabilities | 37,999 | |
Fair Value, Inputs, Level 1 | Public Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 37,999 | |
Fair Value, Inputs, Level 1 | Private Placement Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 1 | Earnout Shares | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 2 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Total liabilities | 27,679 | |
Fair Value, Inputs, Level 2 | Public Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 2 | Private Placement Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 27,679 | |
Fair Value, Inputs, Level 2 | Earnout Shares | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 3 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Total liabilities | 52,380 | |
Fair Value, Inputs, Level 3 | Public Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 3 | Private Placement Warrants | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 0 | |
Fair Value, Inputs, Level 3 | Earnout Shares | ||
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | ||
Derivative liability | 52,380 | |
Money Market Funds | ||
Cash equivalents: | ||
Total cash equivalents | 1,609,919 | 387,464 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Cash equivalents: | ||
Total cash equivalents | 1,609,919 | 387,464 |
Money Market Funds | Fair Value, Inputs, Level 2 | ||
Cash equivalents: | ||
Total cash equivalents | 0 | 0 |
Money Market Funds | Fair Value, Inputs, Level 3 | ||
Cash equivalents: | ||
Total cash equivalents | $ 0 | $ 0 |
Balance Sheet Detail - Narrativ
Balance Sheet Detail - Narrative (Details) - Monte Carlo Simulation | Dec. 31, 2021 | Nov. 03, 2021 |
Risk Free Interest Rate | ||
Derivative [Line Items] | ||
Earnout shares, measurement input | 0.0152 | 0.0160 |
Price Volatility | ||
Derivative [Line Items] | ||
Earnout shares, measurement input | 0.50 | 0.50 |
Balance Sheet Detail - Property
Balance Sheet Detail - Property Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 113,197 | $ 16,187 |
Less accumulated depreciation and amortization | (19,680) | (5,290) |
Total property and equipment, net | 93,517 | 10,897 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,503 | 0 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,893 | 4,209 |
Test and lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,984 | 3,787 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 61,173 | 3,609 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7,839 | 2,121 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,321 | 1,941 |
Automobile | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,444 | 520 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,040 | $ 0 |
Balance Sheet Detail - Other As
Balance Sheet Detail - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Long-term prepaid expenses and other assets | $ 4,631 | $ 15,507 |
Equity method investment | 16,088 | 0 |
Security deposits | 331 | 124 |
Other assets | $ 21,050 | $ 15,631 |
Balance Sheet Detail - Accrued
Balance Sheet Detail - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 16,074 | $ 3,412 |
Accrued compensation | 51,401 | 13,938 |
Other | 2,531 | 1,418 |
Total accrued expenses and other current liabilities | $ 70,006 | $ 18,768 |
Collaboration Revenue (Details)
Collaboration Revenue (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Cash receipts | $ 50,000 | $ 50,000 | ||
Contract asset | 32,538 | |||
Collaboration revenue | $ 82,538 | $ 0 | ||
Forecast | Subsequent Event | ||||
Disaggregation of Revenue [Line Items] | ||||
Cash receipts | $ 100,000 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Mar. 05, 2021 | Jan. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Purchase consideration allocated to non-cash compensation expense | $ 7,873,000 | |||
ATG | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Consideration transferred | $ 1,915,708,000 | |||
Transaction costs | $ 15,113,000 | 15,113,000 | ||
Property, plant, and equipment, decrease | 21,652,000 | |||
Deferred tax liability, increase (decrease) | 3,342,000 | |||
Goodwill increase (decrease) | 24,994,000 | |||
Intangible asset impairment | 0 | |||
Purchase consideration allocated to non-cash compensation expense | $ 7,873,000 | |||
ATG | Series U-1 Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred ( in shares) | 110,437,359 | |||
ATG | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred ( in shares) | 252,194,518 | |||
OURS Technology, Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100.00% | |||
Consideration transferred | $ 40,821,000 | |||
Stock Consideration | 24,105,000 | |||
Transaction costs | $ 262,000 | 262,000 | ||
Deferred tax liability, increase (decrease) | (774,000) | |||
Goodwill increase (decrease) | (774,000) | |||
Intangible asset impairment | $ 0 | |||
Stock options assumed | 3,789,000 | |||
Stock options assumed, allocated to purchase price | $ 2,145,000 | |||
OURS Technology, Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred ( in shares) | 6,064,675 | |||
OURS Technology, Inc. | Restricted Stock | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred ( in shares) | 396,067 | |||
Award vesting period | 2 years | |||
OURS Technology, Inc. | Operating Expense | ||||
Business Acquisition [Line Items] | ||||
Stock options assumed | $ 1,644,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 05, 2021 | Jan. 19, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ (1,113,766) | $ (30,047) | ||
ATG | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 310,540 | |||
Prepaid expenses and other current assets | 6,229 | |||
Property and equipment | 63,395 | |||
Operating lease right-of-use assets | 41,915 | |||
Other assets | 18,351 | |||
Acquisition related intangible assets | 545,500 | |||
Goodwill | (1,060,159) | |||
Accounts payable | (1,860) | |||
Related party payable | (46,970) | |||
Accrued expenses and other current liabilities | (37,796) | |||
Operating lease liabilities | (40,413) | |||
Deferred tax liability | (3,342) | |||
Total | $ 1,915,708 | |||
OURS Technology, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 153 | |||
Prepaid expenses and other current assets | 23 | |||
Property and equipment | 218 | |||
Other assets | 9 | |||
Acquisition related intangible assets | 19,000 | |||
Goodwill | 23,477 | |||
Accounts payable | (46) | |||
Deferred tax liability | (2,013) | |||
Total | $ 40,821 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - ATG - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 82,538 | $ 0 |
Net loss | $ (626,964) | $ (1,033,727) |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Details) - OURS Technology, Inc. $ in Thousands | Mar. 05, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 16,107 |
Stock Consideration | 24,105 |
Assumed liabilities related to third-party expenses | 609 |
Total | $ 40,821 |
Equity - Narrative (Details)
Equity - Narrative (Details) | Nov. 03, 2021$ / sharesshares | Dec. 31, 2021$ / sharesshares | Nov. 30, 2021shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 1,000,000,000 | |||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.00001 | |||
Recapitalization exchange ratio | 2.1708 | |||
Common stock, shares authorized (in shares) | 51,000,000,000 | |||
Common stock outstanding (shares) | 1,123,977,430 | |||
Legacy Aurora Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares converted (in shares) | 458,202,021 | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Shares converted (in shares) | 513,575,278 | |||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized (in shares) | 50,000,000,000 | |||
Common stock issued (shares) | 641,721,837 | 278,810,627 | ||
Common stock outstanding (shares) | 641,721,837 | 278,810,627 | ||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Shares converted (in shares) | 481,107,977 | |||
Common stock par value (in usd per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | |||
Common stock issued (shares) | 481,107,977 | 0 | ||
Common stock outstanding (shares) | 481,107,977 | 0 |
Equity - Common Stock Reserved
Equity - Common Stock Reserved For Future Issuance (Details) - shares | Dec. 31, 2021 | Nov. 03, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Common Stock Reserved For Issuance [Line Items] | ||||
Redeemable convertible preferred stock | 290,300,547 | 290,425,630 | ||
Outstanding stock options | 81,405,867 | 76,067,205 | ||
Warrants outstanding (in shares) | 21,118,420 | |||
Shares available for issuance under the equity incentive plans | 122,487,648 | 12,386,940 | ||
Total shares of common stock reserved | 259,066,648 | 378,754,692 | ||
Public Warrants | ||||
Schedule Of Common Stock Reserved For Issuance [Line Items] | ||||
Warrants outstanding (in shares) | 12,218,420 | 12,218,750 | ||
Private Placement Warrants | ||||
Schedule Of Common Stock Reserved For Issuance [Line Items] | ||||
Warrants outstanding (in shares) | 8,900,000 | 8,900,000 | ||
Restricted stock | ||||
Schedule Of Common Stock Reserved For Issuance [Line Items] | ||||
Outstanding restricted stock units | 34,054,713 | 0 |
Derivative Liabilities - Narrat
Derivative Liabilities - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 03, 2021tradingDay$ / shares | Jul. 14, 2021tradingDay$ / sharesshares | Dec. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Nov. 03, 2021USD ($)$ / sharesshares |
Derivative [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 21,118,420 | 21,118,420 | ||||
Change in fair value of derivative liabilities | $ | $ (20,116) | $ 0 | ||||
Warrant written notice of redemption period | 30 days | |||||
Earnout shares liability | $ | $ 52,380 | 52,380 | $ 44,723 | |||
Earnout shares, vested (in shares) | shares | 0 | |||||
Sponsor Shares Subject To Lock-Up Provision | ||||||
Derivative [Line Items] | ||||||
Earnout shares (in shares) | shares | 1,720,772 | |||||
Earnout Shares | ||||||
Derivative [Line Items] | ||||||
Change in fair value of derivative liabilities | $ | $ 7,657 | |||||
Stock price trigger one | Sponsor Shares Subject To Time Based Lock-Up Provision | ||||||
Derivative [Line Items] | ||||||
Earnout shares (in shares) | shares | 1,720,772 | |||||
Earnout period | 2 years | |||||
Earnout period, stock price trigger (in usd per share) | $ 15 | |||||
Earnout period, threshold trading days | tradingDay | 20 | |||||
Earnout period, threshold trading day period | tradingDay | 30 | |||||
Stock price trigger two | Sponsor Shares Subject To Time Based Lock-Up Provision | ||||||
Derivative [Line Items] | ||||||
Earnout shares (in shares) | shares | 1,720,771 | |||||
Earnout period | 3 years | |||||
Earnout period, stock price trigger (in usd per share) | $ 17.50 | |||||
Earnout period, threshold trading days | tradingDay | 20 | |||||
Earnout period, threshold trading day period | tradingDay | 30 | |||||
Stock price trigger three | Sponsor Shares Subject To Time Based Lock-Up Provision | ||||||
Derivative [Line Items] | ||||||
Earnout shares (in shares) | shares | 1,720,771 | |||||
Earnout period | 4 years | |||||
Earnout period, stock price trigger (in usd per share) | $ 20 | |||||
Earnout period, threshold trading days | tradingDay | 20 | |||||
Earnout period, threshold trading day period | tradingDay | 30 | |||||
Public Warrants | ||||||
Derivative [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 12,218,420 | 12,218,420 | 12,218,750 | |||
Warrants exercise price (usd per share) | $ 11.50 | |||||
Warrants exercised (in shares | shares | 330 | |||||
Proceeds from warrant exercised | $ | $ 4 | |||||
Warrant liability | $ | $ 65,678 | 65,678 | $ 53,219 | |||
Change in fair value of derivative liabilities | $ | $ 12,459 | |||||
Warrant, redemption period, threshold trading days | tradingDay | 20 | |||||
Warrant redemption period, threshold trading day period | tradingDay | 30 | |||||
Public Warrants | Common Class A | ||||||
Derivative [Line Items] | ||||||
Shares received upon exercise of warrant (capped) | 0.361 | |||||
Public Warrants | Stock price trigger one | ||||||
Derivative [Line Items] | ||||||
Warrant, redemption period, threshold trading days | tradingDay | 10 | |||||
Warrant redemption period, stock price trigger | $ 10 | |||||
Warrant redemption (usd per share) | 0.10 | |||||
Public Warrants | Stock price trigger two | ||||||
Derivative [Line Items] | ||||||
Warrant redemption period, stock price trigger | 18 | |||||
Warrant redemption (usd per share) | 0.01 | |||||
Private Placement Warrants | ||||||
Derivative [Line Items] | ||||||
Warrants outstanding (in shares) | shares | 8,900,000 | 8,900,000 | 8,900,000 | |||
Warrants exercise price (usd per share) | $ 11.50 | |||||
Private Placement Warrants | Stock price trigger one | ||||||
Derivative [Line Items] | ||||||
Warrant redemption period, stock price trigger | 10 | |||||
Private Placement Warrants | Stock price trigger two | ||||||
Derivative [Line Items] | ||||||
Warrant redemption period, stock price trigger | $ 18 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule Of Warrants (Details) - shares | Dec. 31, 2021 | Nov. 03, 2021 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 21,118,420 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 12,218,420 | 12,218,750 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 8,900,000 | 8,900,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Nov. 03, 2021USD ($)shares | Jan. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Nov. 02, 2021USD ($)boardMembervotes$ / sharesshares | Dec. 31, 2020shares | Dec. 31, 2019shares |
Temporary Equity [Line Items] | ||||||
Consideration received from sale of stock | $ | $ 1,000,000 | $ 397,862 | ||||
Stock issuance costs | $ | $ 2,138 | $ 2,138 | ||||
Redeemable convertible preferred stock (in shares) | 50,873,075 | 290,300,547 | ||||
Redeemable convertible preferred stock (in shares) | 290,300,547 | 290,425,630 | ||||
Protective provision, borrowed money threshold | $ | $ 250,000 | |||||
Director | ||||||
Temporary Equity [Line Items] | ||||||
Number of votes | votes | 1 | |||||
Series U-1 | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 50,873,075 | |||||
Redeemable convertible preferred stock (in shares) | 50,873,075 | |||||
Series U-2 | ||||||
Temporary Equity [Line Items] | ||||||
Number of shares issued in transaction (in shares) | 20,349,230 | |||||
Redeemable convertible preferred stock (in shares) | 20,349,230 | |||||
Redeemable convertible preferred stock (in shares) | 20,349,230 | |||||
Seed 1 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock (in shares) | 20,177,530 | |||||
Redeemable convertible preferred stock (in shares) | 20,177,530 | |||||
Temporary equity dividend rate | $ / shares | $ 0.014 | |||||
Liquidation preference per share (in usd per share) | $ / shares | $ 0.175 | |||||
Number of board members | boardMember | 1 | |||||
Seed 1 | Director | ||||||
Temporary Equity [Line Items] | ||||||
Number of votes | votes | 2 | |||||
Seed 2 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock (in shares) | 9,653,930 | |||||
Redeemable convertible preferred stock (in shares) | 9,653,930 | |||||
Temporary equity dividend rate | $ / shares | $ 0.026 | |||||
Liquidation preference per share (in usd per share) | $ / shares | $ 0.322 | |||||
Series A | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock (in shares) | 29,948,750 | |||||
Redeemable convertible preferred stock (in shares) | 29,948,750 | |||||
Temporary equity dividend rate | $ / shares | $ 0.222 | |||||
Liquidation preference per share (in usd per share) | $ / shares | $ 2.776 | |||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock (in shares) | 71,389,540 | |||||
Redeemable convertible preferred stock (in shares) | 71,389,540 | |||||
Temporary equity dividend rate | $ / shares | $ 0.739 | |||||
Liquidation preference per share (in usd per share) | $ / shares | $ 9.240 | |||||
Number of board members | boardMember | 1 | |||||
Series B-1 | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock (in shares) | 2,557,518 | |||||
Redeemable convertible preferred stock (in shares) | 2,557,518 | |||||
Temporary equity dividend rate | $ / shares | $ 0.739 | |||||
Liquidation preference per share (in usd per share) | $ / shares | $ 9.240 | |||||
Legacy Aurora Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares converted (in shares) | 204,949,573 | |||||
Legacy Aurora Common Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares converted (in shares) | 458,202,021 | |||||
Shares issued (in shares) | 204,949,573 | |||||
Number of board members | boardMember | 5 | |||||
Common Stock | ||||||
Temporary Equity [Line Items] | ||||||
Shares converted (in shares) | 444,912,850 |
Equity Incentive Plans - Narrat
Equity Incentive Plans - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2021shares | Dec. 31, 2021USD ($)incentivePlan$ / sharesshares | Dec. 31, 2021USD ($)incentivePlan$ / sharesshares | Dec. 31, 2020USD ($)shares | Nov. 02, 2021shares | Jan. 19, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of equity compensation plans | incentivePlan | 4 | 4 | ||||
Shares available for issuance under the equity incentive plans | 122,487,648 | 122,487,648 | 12,386,940 | |||
Expected term | 5 years 11 months 4 days | 5 years 11 months 4 days | ||||
Risk free interest rate | 0.59% | 0.87% | ||||
Expected volatility rate | 55.00% | 55.00% | ||||
Expected dividend rate | 0.00% | 0.00% | ||||
Stock based compensation expense | $ | $ 220,058 | $ 16,880 | ||||
Costs not yet recognized | $ | $ 36,989 | 36,989 | ||||
Aggregate intrinsic value, outstanding | $ | $ 383,456 | $ 383,456 | ||||
Intrinsic value (in usd per share) | $ / shares | $ 11.26 | $ 11.26 | ||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Percentage of fair value common stock, threshold | 100.00% | 100.00% | ||||
Award vesting period | 4 years | |||||
Expiration period, following termination | 3 months | |||||
Stock based compensation expense | $ | $ 23,421 | 16,569 | ||||
Period for recognition | 2 years 25 days | |||||
Stock Options | One Year Cliff | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Stock Options | Share-Based Payment Arrangement, Employee, Great Than 10% Voting Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 5 years | |||||
Percentage of fair value common stock, threshold | 110.00% | 110.00% | ||||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | $ 66,044 | $ 0 | ||||
Period for recognition | 1 year 8 months 4 days | |||||
Granted (in shares) | 44,635,346 | |||||
Cost not yet recognized | $ | $ 99,652 | $ 99,652 | ||||
Forfeited (in shares) | 9,662,674 | |||||
Restricted stock | ATG | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock based compensation expense | $ | $ 128,397 | |||||
Period for recognition | 18 days | |||||
Cost not yet recognized | $ | $ 6,232 | $ 6,232 | ||||
Awards modified on acquisition date (in shares) | 2,928,854 | |||||
Forfeited (in shares) | 537,576 | |||||
Restricted stock | One Year Cliff | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Restricted stock | Time-based | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Granted (in shares) | 5,700,406 | |||||
2021 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized under the plan | 120,900,000 | |||||
Authorized increase as percentage of Total shares outstanding, last day of prior fiscal year | 5.00% | |||||
Shares available for issuance under the equity incentive plans | 122,487,648 | 122,487,648 | ||||
2021 Equity Incentive Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of additional shares authorized under the plan | 120,900,000 |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | ||
Beginning balance (in shares) | 76,067,205 | |
Ending balance (in shares) | 81,405,867 | 76,067,205 |
Exercisable at December 31, 2021 | ||
Share price | $ 11.26 | |
2017 Equity Incentive Plan | ||
Number of shares | ||
Beginning balance (in shares) | 75,083,464 | 69,990,959 |
Granted (in shares) | 19,480,375 | 13,940,467 |
Exercised (in shares) | (8,210,529) | (3,263,193) |
Forfeited (in shares) | (6,708,760) | (5,584,769) |
Ending balance (in shares) | 79,644,550 | 75,083,464 |
Weighted average exercise price | ||
Beginning balance (in usd per share) | $ 0.88 | $ 0.80 |
Granted (in usd per share) | 3.67 | 1.44 |
Exercised (in usd per share) | 0.95 | 0.89 |
Forfeited (in usd per share) | 2.28 | 1.20 |
Ending balance (in usd per share) | $ 1.44 | $ 0.88 |
Exercisable at December 31, 2021 | ||
Number of shares (in shares) | 50,613,778 | |
Weighted average exercise price (in usd per share) | $ 0.95 | |
Weighted average remaining contractual term (in years) | 6 years 11 months 4 days | |
Aggregate intrinsic value | $ 521,957 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Restricted Stock Units (Details) - Restricted stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 44,635,346 |
Vested (in shares) | shares | (917,959) |
Forfeited (in shares) | shares | (9,662,674) |
Ending balance (in shares) | shares | 34,054,713 |
Weighted average grant date fair value | |
Beginning balance (in usd per share) | $ / shares | $ 0 |
Granted (in usd per share) | $ / shares | 4.56 |
Vested (in usd per share) | $ / shares | 4.98 |
Forfeited (in usd per share) | $ / shares | 3.93 |
Ending balance (in usd per share) | $ / shares | $ 4.72 |
Equity Incentive Plans - Stock-
Equity Incentive Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | $ 220,058 | $ 16,880 |
Research and Development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | 206,879 | 14,082 |
General and Administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock based compensation expense | $ 13,179 | $ 2,798 |
Income Taxes - Income By Geogra
Income Taxes - Income By Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (759,954) | $ (214,447) |
Total loss from operations before income taxes | $ (759,954) | $ (214,447) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax expense: | ||
Federal | $ 0 | $ 0 |
State | 2 | 2 |
Total current income tax expense | 2 | 2 |
Deferred income tax benefit: | ||
Federal | (3,805) | 0 |
State | (698) | 0 |
Total deferred income tax benefit | (4,503) | 0 |
Total tax benefit (expense) | $ (4,501) | $ 2 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | 21.00% | 21.00% |
State income tax, net of federal tax benefit | 0.10% | 0.00% |
Stock-based compensation | (0.40%) | (1.50%) |
Research and development credits | 2.50% | 3.50% |
Liability classified financial instruments | (0.70%) | 0.00% |
Other | (0.10%) | 0.20% |
Change in valuation allowance | (21.80%) | (23.20%) |
Total provision for income taxes | 0.60% | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating losses | $ 244,401 | $ 70,125 |
Tax credits | 44,610 | 21,461 |
Stock-based compensation | 41,462 | 324 |
Accrued compensation and related expenses | 9,272 | 2,293 |
Lease liability | 31,466 | 24,521 |
Other | 1,928 | 236 |
Total deferred tax assets | 373,139 | 118,960 |
Valuation allowance | (330,623) | (87,241) |
Total deferred tax assets, net of valuation allowance | 42,516 | 31,719 |
Deferred tax liabilities: | ||
Depreciation and amortization | (6,529) | (11,040) |
Right of use asset | (32,172) | (23,253) |
Other | (7,720) | (478) |
Total deferred tax liabilities | (46,421) | (34,771) |
Total net deferred tax liabilities | $ (3,905) | $ (3,052) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax asset increase | $ 243,382 | $ 56,716 | |
Unrecognized tax benefits | 17,834 | $ 5,256 | $ 2,360 |
Domestic Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 913,578 | ||
Domestic Tax Authority | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 41,623 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 728,261 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | $ 21,358 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 5,256 | $ 2,360 |
Increases related to tax positions taken during a prior year | 750 | 202 |
Increases related to tax positions taken during the current year | 11,962 | 2,772 |
Decreases related to tax positions taken during a prior year | (134) | (78) |
Decreases related to tax settlements with taxing authorities | 0 | 0 |
Ending balance | $ 17,834 | $ 5,256 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)lease | Dec. 31, 2019USD ($) | |
Leases [Abstract] | |||
Lease acquired | lease | 1 | ||
Weighted average remaining lease term | 9 years 3 months 25 days | ||
Weighted average discount rate, percent | 6.22% | ||
Operating lease, rent expense | $ 25,424 | $ 14,109 | |
Other Current Assets | |||
Lessee, Lease, Description [Line Items] | |||
Variable lease, payments | $ 16,998 |
Leases -Future Minimum Payments
Leases -Future Minimum Payments Under Non Cancellable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 24,155 |
2023 | 24,877 |
2024 | 24,353 |
2025 | 22,670 |
2026 | 20,645 |
Thereafter | 60,822 |
Total | $ 177,522 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 52,599 |
2023 | 62,780 |
2024 | 62,430 |
2025 | 63,958 |
2026 | 27,083 |
Thereafter | 0 |
Total | $ 268,850 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan cost | $ 0 | $ 0 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |||
Income Taxes Paid | $ 2 | $ 7 | |
Noncash investing and financing activities: | |||
Property and equipment included in accounts payable | 4,532 | 1,454 | |
Vesting of early exercised stock options | 182 | 388 | |
Non-cash acquisition | 1,939,813 | 0 | |
Cash, cash equivalents, and restricted cash at end of year: | |||
Cash and cash equivalents | 1,610,135 | 387,346 | |
Restricted cash | 16,112 | 12,482 | |
Total cash, cash equivalents, and restricted cash | $ 1,626,247 | $ 399,828 | $ 246,972 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Net loss | $ (755,453) | $ (214,449) |
Basic net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted weighted-average shares outstanding (in shares) | 620,816,420 | 270,940,197 |
Basic weighted-average shares outstanding (in shares) | 620,816,420 | 270,940,197 |
Common Class A | ||
Class of Stock [Line Items] | ||
Net loss | $ (354,415) | $ (9,041) |
Basic net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted weighted-average shares outstanding (in shares) | 291,251,127 | 11,423,175 |
Basic weighted-average shares outstanding (in shares) | 291,251,127 | 11,423,175 |
Common Class B | ||
Class of Stock [Line Items] | ||
Net loss | $ (401,038) | $ (205,408) |
Basic net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted net loss per share (in usd per share) | $ (1.22) | $ (0.79) |
Diluted weighted-average shares outstanding (in shares) | 329,565,292 | 259,517,022 |
Basic weighted-average shares outstanding (in shares) | 329,565,292 | 259,517,022 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 142,900,633 | 148,510,225 |
Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 221,591,059 |
Redeemable Convertible Preferred Stock | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 68,709,583 | |
Redeemable Convertible Preferred Stock | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 221,591,059 | |
Stock Options | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 81,478,914 | 77,417,673 |
Stock Options | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Restricted stock | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 35,140,985 | 2,382,969 |
Restricted stock | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 0 |
Derivative | Private Placement Warrants | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 8,900,000 | |
Derivative | Private Placement Warrants | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | |
Derivative | Public Warrants | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,218,420 | |
Derivative | Public Warrants | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | |
Derivative | Earnout Shares | Common Class A | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,162,314 | |
Derivative | Earnout Shares | Common Class B | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 19, 2021 | |
Related Party Transaction [Line Items] | |||||
Severance payments | $ 7,873,000 | $ 0 | |||
ATG | |||||
Related Party Transaction [Line Items] | |||||
Liability assumed in acquisition | $ 46,970,000 | ||||
Former Owner of ATG | ATG | |||||
Related Party Transaction [Line Items] | |||||
Liability assumed in acquisition | 46,970,000 | ||||
Contract for Financial Advisory Services with Related Party | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party for advisory fees | $ 10,000,000 | ||||
Advisory fees recognized as a reduction to redeemable convertible preferred stock for issuance costs | 1,750,000 | ||||
Related party payable | 0 | ||||
Contract for Financial Advisory Services with Related Party | Selling, General and Administrative Expenses | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party transactions | 8,250,000 | ||||
Financial Advisory Fees for RTPY Merger | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party for advisory fees | $ 34,200,000 | ||||
Service Performed for ATG | Former Owner of ATG | ATG | |||||
Related Party Transaction [Line Items] | |||||
Related party payable | 0 | 54,776,000 | |||
Receivable from related party | 0 | $ 7,806,000 | |||
Severance payments to Former ATG Employees by Former Owner | |||||
Related Party Transaction [Line Items] | |||||
Related party payable | 0 | ||||
Severance payments | 7,873,000 | ||||
Severance payments to Former ATG Employees by Former Owner | Selling, General and Administrative Expenses | |||||
Related Party Transaction [Line Items] | |||||
Severance payments | 1,552,000 | ||||
Severance payments to Former ATG Employees by Former Owner | Research and Development | |||||
Related Party Transaction [Line Items] | |||||
Severance payments | $ 6,321,000 | ||||
Transition Service Agreement with Former Owner of ATG | |||||
Related Party Transaction [Line Items] | |||||
Related party payable | 540,000 | ||||
Transition Service Agreement with Former Owner of ATG | Selling, General and Administrative Expenses | |||||
Related Party Transaction [Line Items] | |||||
Expenses from related party transactions | 5,662,000 | ||||
Equity Compensation, Withholding Tax Payments for Former Employees | ATG Former Employees | |||||
Related Party Transaction [Line Items] | |||||
Receivable from related party | $ 10,726,000 |