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What changed in Aurora Innovation, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Aurora Innovation, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+272 added−271 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-15)

Top changes in Aurora Innovation, Inc.'s 2024 10-K

272 paragraphs added · 271 removed · 235 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

61 edited+10 added−8 removed109 unchanged
Biggest changeWe have invested in key areas of differentiation that we believe provide a long-term advantage, including: • Careful integration of machine learning and engineering approaches throughout our perception and motion planning systems • Virtual Testing Suite that allows for accelerated and efficient development • Differentiated long-range, high-resolution, multi-modal sensor suite that includes FirstLight Lidar technology, which allows numerous advantages over traditional lidar, including the ability to unlock safe operation at highway speeds • Scalable maps that are maximally relevant to the challenges of self-driving Common driver platform technology, scalable across vehicle types and use cases The Aurora Driver is built on a common architecture that is designed to adapt readily to the vehicle platform it controls.
Biggest changeWe have invested in key areas of differentiation that we believe provide a long-term advantage, including: • Careful integration of artificial intelligence / machine learning and engineering approaches throughout our perception and motion planning systems, combining the strengths of modern artificial intelligence and machine learning with invariants to build the Aurora Driver that is both human-like in its behavior and trained to follow the rules of the road; • Virtual Testing Suite that allows for accelerated and efficient development; • Differentiated long-range, high-resolution, multi-modal sensor suite that includes FirstLight Lidar technology, which allows numerous advantages over traditional lidar, including the ability to unlock safe operation at highway speeds; and • Scalable maps that are maximally relevant to the challenges of self-driving.
This includes, but is not limited to, Canada, Europe, Japan, and Australia and New Zealand. Self-reinforcing effects of our business model We believe that our operation across these three large markets leads to multiple beneficial self-reinforcing effects for our business model: 1. Higher return on development investment .
This includes, but is not limited to, Canada, Europe, Japan, Australia, and New Zealand. Self-reinforcing effects of our business model We believe that our operation across these three large markets leads to multiple beneficial self-reinforcing effects for our business model: 1. Higher return on development investment .
This is classified as Level 4 – High Automation, with the vehicle capable of performing all driving functions under certain conditions, such as specific road types and weather.
This is classified as Level 4 – High Driving Automation, with the vehicle capable of performing all driving functions under certain conditions, such as specific road types and weather.
We have made purposeful, foundational technological investments that we believe will enable us to move towards meaningful commercialization more safely, quickly, and broadly. Examples of this approach, across both hardware & software, include: 1. Proprietary lidar technology to unlock highway speeds; 2.
We have made purposeful, foundational technological investments that we believe will enable us to move towards meaningful commercialization more safely, quickly, and broadly. Examples of this approach, across both hardware and software, include: 1. Proprietary lidar technology to unlock highway speeds; 2.
By working with these officials to develop technology neutral policies that promote a diverse set of autonomous vehicle use cases and create a level playing field for the industry, we believe that Aurora will be able deliver the benefits of self-driving technology safely, quickly, and broadly. Similar such reporting and regulatory requirements exist or are being developed in foreign markets.
By working with these officials to develop technology neutral policies that promote a diverse set of autonomous vehicle use cases and create a level playing field for the industry, we believe that Aurora will be able deliver the benefits of self-driving technology safely, quickly, and broadly. Similar reporting and regulatory requirements exist or are being developed in foreign markets.
As the development of federal and state legal frameworks around autonomous vehicles continue to evolve, we may be subject to additional regulatory schemes. We do not anticipate any near-term federal standards that would impede the foreseeable deployments of our technology. U.S. federal regulations are largely permissive of deployments of higher levels of safe and responsible autonomous functionality.
As the development of federal and state legal frameworks around autonomous vehicles continue to evolve, we may be subject to additional regulatory schemes. We do not anticipate any near-term federal vehicle standards that would impede the foreseeable deployments of our technology. U.S. federal regulations are largely permissive of deployments of higher levels of safe and responsible autonomous functionality.
We also continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We plan to initially launch Aurora Horizon in Texas, which has the largest freight market in the US, a favorable business and regulatory environment, and moderate weather.
We also continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We plan to initially launch Aurora Driver for Freight in Texas, which has the largest freight market in the US, a favorable business and regulatory environment, and moderate weather.
Chris led the Google self-driving car team and was technology director for Carnegie Mellon when it won the 2007 DARPA Urban Challenge. Sterling developed MIT’s Intelligent CoPilot, then launched Tesla’s Model X and Autopilot, and Drew worked for two decades at the intersection of machine learning and robotics across industry and academia at Carnegie Mellon.
Chris led the Google self-driving car team and was technology director for Carnegie Mellon when it won the 2007 DARPA Urban Challenge. Sterling developed MIT’s Intelligent CoPilot, then launched Tesla’s Model X and Autopilot, and Drew worked for two decades at the intersection of artificial intelligence, machine learning and robotics across industry and academia at Carnegie Mellon.
Our lidar can see nearly twice as far as a typical automotive lidar, because our coherent measurement enables single-photon sensitivity. The enhanced range of our FMCW lidar enables the detection and tracking of objects and actors at the very long ranges essential for high-speed driving. 2. Simultaneous Range and Velocity .
Our lidar can see nearly twice as far as a traditional automotive lidar, because our coherent measurement enables single-photon sensitivity. The enhanced range of our FMCW lidar enables the detection and tracking of objects and actors at the very long ranges essential for high-speed driving. 2. Simultaneous Range and Velocity .
Therefore, we also employ a machine-learned approach where the system learns from exemplary human drivers how to naturally behave during many commonplace interactions, such as merging onto a highway—subject to the buffers defined by the engineered system. Interleaving these two methods allows for the creation of verifiably safe, and natural, driving behavior.
Therefore, we also employ an artificial intelligence / machine-learned approach where the system learns from exemplary human drivers how to naturally behave during many commonplace interactions, such as merging onto a highway—subject to the buffers defined by the engineered system. Interleaving these two methods allows for the creation of verifiably safe, and natural, driving behavior.
These efforts will lay the foundation for the mass-production, launch, and support of these vehicles with Toyota on ride-hailing networks, including Uber’s. 10 Table of Contents Volvo Group Strategic Partnership In March 2021, Volvo selected us as its technology provider to develop and jointly commercialize Level 4 Class 8 trucks in North America.
These efforts will lay the foundation for the mass-production, launch, and support of these vehicles with Toyota on ride-hailing networks, including Uber’s. Volvo Group Strategic Partnership In March 2021, Volvo selected us as its technology provider to develop and jointly commercialize Level 4 Class 8 trucks in North America.
Passenger Mobility Our second core market focuses on passenger mobility, initially targeting the ride hailing space with Aurora Connect, our driverless ride hailing subscription service. 3 Table of Contents As it exists today, however, passenger mobility is subject to inefficiencies and responsible for notable negative impacts – roadway deaths, lost productivity, and greenhouse gas emissions.
Passenger Mobility Our second core market focuses on passenger mobility, initially targeting the ride hailing space with Aurora Driver for Rides, our driverless ride hailing subscription service. 3 Table of Contents As it exists today, however, passenger mobility is subject to inefficiencies and responsible for notable negative impacts – roadway deaths, lost productivity, and greenhouse gas emissions.
We can quickly test against many thousands of likely variations to understand how the system would have responded. • Repeatability . As our sensor stack evolves, our Virtual Testing Suite remains relevant, whereas past real-world data collected on an out-of-date sensor stack becomes obsolete.
We can quickly test against many thousands of likely variations to understand how the system would have responded. 8 Table of Contents • Repeatability . As our sensor stack evolves, our Virtual Testing Suite remains relevant, whereas past real-world data collected on an out-of-date sensor stack becomes obsolete.
This can allow for greater nuance and complexity, and have the additional advantage that new data can improve overall performance. However, machine-learned systems are less introspectable than engineered systems.
This can allow for greater nuance and complexity, and have the additional advantage that new data can improve overall performance. However, artificial intelligence / machine-learned systems are less introspectable than engineered systems.
FirstLight instantaneously measures the radial velocity of the objects as well as distance. This allows quicker reaction times and better tracking of other objects on or near the road. 3. Interference Immunity . Each FirstLight sensor is primarily sensitive to only the signals it creates.
FirstLight instantaneously measures the radial velocity of the objects as well as distance. This allows quicker reaction times and better tracking of other objects on or near the road. 7 Table of Contents 3. Interference Immunity . Each FirstLight sensor is primarily sensitive to only the signals it creates.
Scalable Approach to High-definition Mapping Aurora’s approach to mapping aims to optimize for two factors: first, a map that is maximally relevant to the challenges of self-driving; and second, a map that can be maintained at scale. 8 Table of Contents The Aurora Atlas is a map purpose-designed for these goals.
Scalable Approach to High-definition Mapping Aurora’s approach to mapping aims to optimize for two factors: first, a map that is maximally relevant to the challenges of self-driving; and second, a map that can be maintained at scale. The Aurora Atlas is a map purpose-designed for these goals.
Next-generation approach to Perception and Planning that leverages the distinct strengths of both machine learning and engineered approaches; 3. Common driver platform approach which allows our system to scale onto different vehicle types, such as cars and Class 8 trucks; 4. Aurora’s Virtual Testing Suite, which increases engineering velocity; and 5.
Next-generation Verifiable AI approach to Perception and Planning that leverages the distinct strengths of both artificial intelligence / machine learning and engineered approaches; 3. Common driver platform approach which allows our system to scale onto different vehicle types, such as cars and Class 8 trucks; 4. Aurora’s Virtual Testing Suite, which increases engineering velocity; and 5.
We made foundational investments early on, based on our prior experience in the self-driving industry, that allow us to accelerate development and position our platform for long-term scalability. Some of these foundational investments include developing the Aurora Driver with what we believe to be the optimal combination of machine-learned and rule-based approaches.
We made foundational investments early on, based on our prior experience in the self-driving industry, that allow us to accelerate development and position our platform for long-term scalability. Some of these foundational investments include developing the Aurora Driver with what we believe to be the optimal combination of artificial intelligence and machine-learning with rule-based approaches.
In many instances, the same party may play multiple roles: for example, our OEM partners will in certain cases also provide maintenance services and act as a fleet operator. 6 Table of Contents By subscribing to the Aurora Driver, our customers will be able to receive access to the following: 1.
In many instances, the same party may play multiple roles: for example, our OEM partners will in certain cases also provide maintenance services and act as a fleet operator. By subscribing to the Aurora Driver, our customers will be able to receive access to the following: 1.
Therefore, it benefits from immunity to interference from ambient sunlight and to lidar-to-lidar interference, which will be important as self-driving fleets scale. Leveraging the Best of Machine Learning and Engineered Approaches Aurora’s approach to designing the Aurora Driver software leverages our team’s expertise in both machine learning and fundamental engineering.
Therefore, it benefits from immunity to interference from ambient sunlight and to lidar-to-lidar interference, which will be important as self-driving fleets scale. Leveraging Artificial Intelligence / Machine Learning and Engineered Approaches Aurora’s approach to designing the Aurora Driver software leverages our team’s expertise in both artificial intelligence / machine learning and fundamental engineering.
As of December 31, 2023, Aurora has assembled an approximately 1,800-person team, of whom approximately 1,600 focus on engineering and product. Our company consists of world-leaders in robotics, machine learning, hardware design, software engineering, systems engineering, and safety. Aurora has over 1,600 awarded and pending patents worldwide.
As of December 31, 2024, Aurora has assembled an approximately 1,800-person team, of whom approximately 1,600 focus on engineering and product. Our company consists of world-leaders in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety. Aurora has over 1,800 awarded and pending patents worldwide.
This set of conditions is referred to as the system’s “operating domain.” We believe that, because a driver is no longer required inside the vehicle, this level of automation allows for step-change benefits in both safety and efficiency and opens massive commercial opportunities.
This set of conditions is referred to as the system’s “operational design domain.” We believe that, because a human driver is no longer required inside the vehicle, this level of automation allows for step-change benefits in both safety and efficiency and opens massive commercial opportunities.
As vehicles equipped with our sensors are deployed on public roads, we will be subject to legal and regulatory authorities such as the National Highway Traffic Safety Administration (NHTSA), the Federal Motor Carrier Safety Administration (FMCSA), state agencies like Departments of Transportation or Departments of Motor Vehicles, and local transportation departments.
As vehicles equipped with the Aurora Driver are deployed on public roads, we will be subject to legal and regulatory authorities such as the National Highway Traffic Safety Administration (NHTSA), the Federal Motor Carrier Safety Administration (FMCSA), state agencies like Departments of Transportation or Departments of Motor Vehicles, and local transportation departments.
Trucking We plan to launch Aurora Horizon, our driverless trucking subscription service, as our first commercial product. We have prioritized this market as we believe it is an optimal first product for both commercial and technical reasons: • Commercial .
Trucking We plan to launch Aurora Driver for Freight, our driverless trucking subscription service, as our first commercial product. We have prioritized this market as we believe it is an optimal first product for both commercial and technical reasons: • Commercial .
Competition Our main sources of competition fall into two categories: • Technology-focused companies building end-to-end technical capabilities for self-driving applications • Automotive players building internal self-driving development programs The principal competitive success factors in our market, in no particular order, include, but are not limited to: • Technology quality, reliability, and safety • Engineering capabilities • Business model and go-to-market approach • Commercial partnerships • Cost and efficiency • Patents and intellectual property portfolio Because of the depth and breadth of our talent, fully integrated self-driving stack, differentiated go-to-market approach, and unique partnerships that drive commercialization at scale, we believe that we are able to compete favorably across these factors. 9 Table of Contents Intellectual Property Our success and competitive advantage depend in part upon our ability to develop and protect our core technology and intellectual property.
Competition Our main sources of competition fall into two categories: • Technology-focused companies building technical capabilities for self-driving applications • Automotive players building internal self-driving development programs The principal competitive success factors in our market, in no particular order, include, but are not limited to: • Technology quality, reliability, and safety 9 Table of Contents • Engineering capabilities • Business model and go-to-market approach • Commercial partnerships • Cost and efficiency • Patents and intellectual property portfolio Because of the depth and breadth of our talent, fully integrated self-driving stack, differentiated go-to-market approach, and unique partnerships that drive commercialization at scale, we believe that we are able to compete favorably across these factors.
States, such as Arizona, Florida, Nevada, Pennsylvania, and Texas, continue to attract self-driving companies with a welcoming regulatory climate that provides the predictability necessary to deploy our technology in those communities. Some states, particularly California, institute operational requirements or restrictions for certain autonomous functions.
States, such as Arizona, Florida, New Mexico, Nevada, Pennsylvania, and Texas, continue to attract self-driving companies with a welcoming regulatory climate that provides the predictability necessary to deploy our technology in those communities. Some states, however, institute operational requirements or restrictions for certain autonomous functions.
Material Agreements PACCAR Strategic Partnership In January 2021, we entered into a global strategic partnership with PACCAR in preparation for the launch of the Aurora Driver’s first application in trucking.
Partnerships PACCAR Strategic Partnership In January 2021, we entered into a global strategic partnership with PACCAR in preparation for the launch of the Aurora Driver’s first application in trucking.
Aurora’s software teams are selective in their application of each, and frequently bring both to bear on a single task in ways that utilize the independent strengths of each to create a higher-performance system. An example of this is the Planning system.
Aurora’s software teams are selective in their application of each, and frequently bring both to bear on a single task in ways that utilize the independent strengths of each to create a higher-performance system. We call this approach Verifiable AI. An example of this is the Planning system.
During 2023, we operated commercial trucking pilots with FedEx, Werner, Schneider, Hirschbach and Uber Freight through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and also explored integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
During 2024, we operated commercial trucking pilots with FedEx, Hirschbach, Schneider, Uber Freight, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and also explored integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
We plan to launch Aurora Connect following the launch and initial expansion of Aurora Horizon, leveraging our strategic relationships with Toyota and Uber. As we use the same Aurora Driver hardware and software as for trucking, we will leverage capabilities already in use by our trucking product.
We plan to launch Aurora Driver for Rides following the launch and expansion of Aurora Driver for Freight, leveraging our strategic relationships with Toyota and Uber. As we use the same Aurora Driver hardware and software as for trucking, we will leverage capabilities already in use by our trucking product.
We announce material information to the public through filings with the SEC, the investor relations page on our website, press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
Channels of Distribution We announce material information to the public through filings with the SEC, the investor relations page on our website, our X account (@aurora_inno), our LinkedIn account, press releases, public conference calls, and webcasts in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.
The key distinctions between machine learning and engineering are that: • Engineered systems are built by humans and tend to be simpler and more introspectable (i.e. can understand ‘why’ an action is taken). 7 Table of Contents • Machine-learned systems are tuned and developed by algorithms and trained on data.
The key distinctions between artificial intelligence / machine learning and engineering are that: • Engineered systems are built by humans and tend to be simpler and more introspectable (i.e. can understand ‘why’ an action is taken). • Artificial intelligence / machine-learned systems are tuned and developed by algorithms and trained on data.
During 2023, we operated commercial trucking pilots with FedEx, Werner, Schneider, Hirschbach and Uber Freight through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and also explored integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
During 2024, we operated commercial trucking pilots with FedEx, Hirschbach, Schneider, Uber Freight, Volvo Autonomous Solutions, and Werner, among others, through which we regularly and autonomously hauled loads under the supervision of vehicle operators, and are also integrating access to Uber Freight’s digital freight network within our autonomous trucking subscription service.
For example, markets such as the EU also continue to develop their respective standards to define deployment requirements for higher levels of autonomy. Germany, a leader in the automotive industry, recently approved legislation that would allow for the deployment of self-driving technology without a human driver.
For example, markets such as the EU also continue to develop their respective standards to define deployment requirements for higher levels of autonomy. Germany and the United Kingdom have both approved legislation that would allow for the deployment of self-driving technology without a human driver.
At Aurora, we work with the federal government to ensure it maintains its regulatory authority over the design, construction, and performance of vehicles and applies that same authority to the regulation of autonomous vehicles.
At Aurora, we work with the federal government to ensure it maintains its regulatory authority over the design, construction, and performance of motor vehicles, as well as over the safety of commercial motor vehicles operating interstate commerce, and applies that same authority to the regulation of autonomous vehicles.
The commercial self-driving vehicles that integrate with the Aurora Driver will include redundant steering, braking, and power to promote safe vehicle operation in the event of a component failure. We work closely with our OEM partners to develop a safe, reliable, and scalable integrated solution.
The commercial self-driving vehicles that integrate with the Aurora Driver will include redundant steering, braking, and power to promote safe vehicle operation in the event of a component failure.
We have also invested in our next-generation sensing suite, which combines the best of camera, radar, and lidar. This includes developing our Aurora FirstLight Lidar, which uses proprietary frequency modulated continuous wave (“FMCW”) technology that enables long-range sensing, and simultaneous detection of both the position and velocity of objects.
This includes developing our Aurora FirstLight Lidar, which uses proprietary frequency modulated continuous wave (“FMCW”) technology that enables long-range sensing, and simultaneous detection of both the position and velocity of objects.
We are subject to the requirements of the federal Occupational Safety and Health Act, as amended, and comparable state laws that protect and regulate employee health and safety.
Finally, our operations are subject to various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. We are subject to the requirements of the federal Occupational Safety and Health Act, as amended, and comparable state laws that protect and regulate employee health and safety.
Longer-term, we believe commercialization of our self-driving technology will contribute to a more sustainable future given the potential to materially reduce fuel consumption and greenhouse gas emissions. We believe that autonomous trucks have the potential to materially reduce fuel consumption and greenhouse gas emissions meaningfully through eco-driving, off-peak deployment, and capping peak speeds.
Longer-term, we believe commercialization of our self-driving technology will contribute to a more sustainable future given the potential to materially reduce fuel consumption and greenhouse gas emissions.
To date, we have not experienced any work stoppages. 12 Table of Contents We have built a company culture which is anchored in our values: operating with integrity, focusing for impact, no jerks, celebrating our diversity, rising to the occasion, and winning together.
None of our employees are represented by a labor union, and we consider our employee relations to be in good standing. To date, we have not experienced any work stoppages. We have built a company culture which is anchored in our values: operating with integrity, focusing for impact, no jerks, celebrating our diversity, rising to the occasion, and winning together.
As of December 31, 2023, we owned over 1,600 patents and pending applications, including U.S. and foreign. In addition, we have 7 registered U.S. trademarks, 35 registered foreign trademarks and 6 pending trademark applications. Our patents and patent applications cover a broad range of technology relevant to self-driving vehicles.
In addition, we have 5 registered U.S. trademarks, 37 registered foreign trademarks and 5 pending trademark applications. Our patents and patent applications cover a broad range of technology relevant to self-driving vehicles.
Item 1. Business. INFORMATION ABOUT AURORA Unless the context otherwise requires, all references in this section to the “Company,” “Aurora,” “we,” “us,” or “our” refer to the business of Aurora Innovation Holdings, Inc. and its subsidiaries prior to the consummation of the Merger (defined below), and to Aurora Innovation, Inc. and its subsidiaries after the completion of the Merger.
Item 1. Business. INFORMATION ABOUT AURORA Unless the context otherwise requires, all references in this section to the “Company,” “Aurora,” “we,” “us,” or “our” refer to the business of Aurora Innovation, Inc. and its subsidiaries. Corporate History and Background On November 3, 2021 (the “Closing Date”), Aurora Innovation, Inc.
As Volvo’s official technology partner for US hub-to-hub solutions, the parties will develop an unprecedented autonomous offering with one of the most trusted commercial truck manufacturers in the world. This partnership will be the center of the integration of the Aurora Driver into Volvo’s on-highway trucks and development of industry-leading Transportation as a Service solutions.
These trucks will combine the best of Volvo’s technology with the Aurora Driver into a compelling and scalable logistics platform. As Volvo’s official technology partner for US hub-to-hub solutions, the parties continue to develop an unprecedented autonomous offering with one of the most trusted commercial truck manufacturers in the world.
Toyota Strategic Collaboration In February 2021, we announced a long-term, global, and strategic collaboration with Toyota and DENSO, one of the largest global automotive manufacturers and tier-one automotive suppliers, respectively, to build and globally deploy self-driving cars at scale.
Toyota Strategic Collaboration In February 2021, we announced a long-term, global, and strategic collaboration with Toyota and DENSO, one of the largest global automotive manufacturers and tier-one automotive suppliers, respectively, to build and globally deploy self-driving cars at scale. 10 Table of Contents As part of this collaboration, our engineering teams are jointly developing and testing driverless-capable vehicles equipped with the Aurora Driver, starting with the Toyota Sienna.
We have also built a proprietary Virtual Testing Suite, which makes our development more efficient and faster than traditional approaches that rely heavily on on-road vehicle fleets. While many companies in the self-driving industry tout miles driven as a metric, our Virtual Testing Suite allows us to iterate faster and more efficiently, while reducing our reliance on on-road testing.
While many companies in the self-driving industry tout miles driven as a metric, our Virtual Testing Suite allows us to iterate faster and more efficiently, while reducing our reliance on on-road testing. We have also invested in our next-generation sensing suite, which combines the best of camera, radar, and lidar.
Aurora’s Government Relations team regularly engages with our partners in government to further develop the relationships and regulations necessary to successfully deploy our technology. Aurora has developed bipartisan support of self-driving technology in both chambers of the U.S. Congress as well as the U.S. Department of Transportation and its agencies.
Aurora has developed bipartisan support of self-driving technology in both chambers of the U.S. Congress as well as the U.S. Department of Transportation and its agencies.
We believe such hurdles will be removed in the future as we work with our government partners to highlight the benefits of self-driving technology. We work closely with state and local elected officials and regulatory bodies to ensure they continue to welcome the testing and deployment of self-driving vehicles on their roads.
We believe such hurdles will be removed in the future as we work with our government partners to highlight the benefits of self-driving technology.
Continental Strategic Partnership In April 2023, we entered into an exclusive partnership with Continental to deliver the first commercially scalable future generation of the Aurora Driver. As part of this partnership, we work with Continental to jointly design, develop, validate, deliver, and service the scalable autonomous system for the industry.
This partnership will be the center of the integration of the Aurora Driver into Volvo’s on-highway trucks and development of industry-leading Transportation as a Service solutions. Continental Strategic Partnership In April 2023, we entered into an exclusive partnership with Continental to deliver the first commercially scalable future generation of the Aurora Driver.
Further, we continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We expect to ultimately commercialize the Aurora Driver in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology and earn revenue on a fee per mile basis.
Further, we continued our strategic collaboration with Ryder Systems, piloting on-site fleet maintenance to support current autonomous freight pilot operations and prepare for commercial operation at scale. We envision a two-phase process for ownership and operation of Aurora Driver-powered self-driving vehicles.
We will leverage Continental’s decades of experience in systems development for safer, more reliable automotive solutions to industrialize the Aurora Driver and deliver the entire hardware required. Additionally, Continental will manage the complete lifecycle of the supplied autonomous hardware kits for the Aurora Driver, from the manufacturing line to decommissioning.
As part of this partnership, we work with Continental to jointly design, develop, validate, deliver, and service the scalable autonomous system for the industry. We will leverage Continental’s decades of experience in systems development for safer, more reliable automotive solutions to industrialize the Aurora Driver and deliver the entire hardware required.
Today, we operate our self-driving test vehicle fleet in diverse weather and operating environments, across the Bay Area, Pittsburgh and Texas, allowing us to create a more robust self-driving system.
We have operated our self-driving test vehicles in diverse weather and operating environments, including in Arizona, California, New Mexico, Pennsylvania, and Texas, allowing us to create a more robust self-driving system.
As of December 31, 2023, we have assembled an approximately 1,800-person team, consisting of leading experts in robotics, machine learning, hardware design, software engineering, systems engineering, and safety.
We expect the DaaS model to enable an asset-light and high-margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships. As of December 31, 2024, we have assembled an approximately 1,800-person team, consisting of leading experts in robotics, artificial intelligence, machine learning, hardware design, software engineering, systems engineering, and safety.
We own a portfolio of intellectual property, including patents and registered trademarks, confidential technical information, and expertise in the development of software and hardware for autonomous vehicles and lidar technology. We have filed patent and trademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights.
Intellectual Property Our success and competitive advantage depend in part upon our ability to develop and protect our core technology and intellectual property. We own a portfolio of intellectual property, including patents and registered trademarks, confidential technical information, and expertise in the development of software and hardware for autonomous vehicles and lidar technology.
Differentiated go-to-market strategy Our technology enables us to first target trucking, which we believe is the optimal way to enter the market and scale self-driving technology.
We invested early in our hardware suite to minimize reliance on any one vehicle platform, allowing greater optionality in both the types of vehicles we use as well as their commercial applications. Differentiated go-to-market strategy Our technology enables us to first target trucking, which we believe is the optimal way to enter the market and scale self-driving technology.
We expect that these strategic partners will support activities such as vehicle manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed. We expect the DaaS model to enable an asset-light and high-margin revenue stream for Aurora, while allowing us to scale more rapidly through partnerships.
We will partner with automotive companies, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles. We expect that these strategic partners will support activities such as vehicle manufacturing, financing and leasing, service and maintenance, parts replacement, facility ownership and operation, and other commercial and operational services as needed.
Given the intense work in these areas, we expect several foreign markets to provide a workable path forward for autonomous vehicle operations in their respective jurisdictions in the near-term. 11 Table of Contents We are subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act. These requirements are enforced by the U.S.
Given the intense work in these areas, we expect several foreign markets to provide a workable path forward for autonomous vehicle operations in their respective jurisdictions in the near-term. Similarly, as a company deploying cutting-edge technology with international partners, we are also subject to trade, customs product classification and sourcing regulations.
Continental will also develop a new industrialized fallback system as one of the redundancies in the event of a failure in the primary system of the Aurora Driver. Under the “Hardware-as-a-Service” business model, Aurora will pay for the hardware and related services on a per mile basis.
Additionally, Continental will manage the complete lifecycle of the supplied autonomous hardware kits for the Aurora Driver, from the manufacturing line to decommissioning. Continental will also develop a new industrialized fallback system as one of the redundancies in the event of a failure in the primary system of the Aurora Driver.
Driver as a Service Business Model The Aurora Driver will be delivered as a service via Aurora Horizon, our driverless trucking subscription service, and Aurora Connect, our driverless ride hailing subscription service.
We work closely with our OEM partners to develop a safe, reliable, and scalable integrated solution. 6 Table of Contents Driver as a Service Business Model The Aurora Driver will be delivered as a service via Aurora Driver for Freight, our driverless trucking subscription service, and Aurora Driver for Rides, our driverless ride hailing subscription service.
We believe this long-term partnership is a crucial step to commercialize autonomous trucks at scale and achieve our profitability objectives. Government Regulation At both the federal and state level, the U.S. provides a positive regulatory environment to permit safe testing and development of autonomous vehicle functionality.
Government Regulation At both the federal and state level, the U.S. provides a positive regulatory environment to permit safe testing and development of autonomous vehicle functionality. Aurora’s Government Relations team regularly engages with our partners in government to further develop the relationships and regulations necessary to successfully deploy our technology.
We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations, and licensing and exclusivity opportunities to maintain and improve our competitive position. Additionally, we protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry.
Additionally, we protect our proprietary rights through agreements with our commercial partners, supply-chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry. As of December 31, 2024, we owned over 1,800 patents and pending applications, including U.S. and foreign.
This allows the Aurora Driver to learn from and leverage its experience and capabilities across a wide range of vehicle makes and models. We invested early in our hardware suite to minimize reliance on any one vehicle platform, allowing greater optionality in both the types of vehicles we use as well as their commercial applications.
Common driver platform technology, scalable across vehicle types and use cases The Aurora Driver is built on a common architecture that is designed to adapt readily to the vehicle platform it controls. This allows the Aurora Driver to learn from and leverage its experience and capabilities across a wide range of vehicle makes and models.
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Corporate History and Background On November 3, 2021 (the “Closing Date”), Aurora Innovation, Inc.
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We have used a “Verifiable AI” approach, intended to leverage advancements in artificial intelligence and machine learning to deliver a practical, verifiable, and commercially scalable solution. We have also built a proprietary Virtual Testing Suite, which makes our development more efficient and faster than traditional approaches that rely heavily on on-road vehicle fleets.
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We do not intend to own nor operate large vehicle fleets ourselves. We will partner with automotive companies, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles.
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Early in our commercialization, we intend to own or lease and operate an initial fleet of trucks and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals).
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As part of this collaboration, our engineering teams are jointly developing and testing driverless-capable vehicles equipped with the Aurora Driver, starting with the Toyota Sienna.
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Following this initial phase, we expect to ultimately commercialize the Aurora Driver in a Driver as a Service (“DaaS”) business model, in which we will supply self-driving technology and earn revenue on a fee per mile basis. In this second phase, we do not intend to own nor operate large vehicle fleets ourselves.
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Our first commercial truck with Volvo will be adapted to the requirements of the Aurora Driver. These trucks will combine the best of Volvo’s technology with the Aurora Driver into a compelling and scalable logistics platform.
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We have filed patent and trademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights. We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations, and licensing and exclusivity opportunities to maintain and improve our competitive position.
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Food and Drug Administration (“FDA”). Electronic product radiation includes laser technology. Regulations governing these products are intended to protect the public from hazardous or unnecessary exposure. Manufacturers are required to certify in product labeling and in reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products.
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Under the “Hardware-as-a-Service” business model, Aurora will pay for the hardware and related services on a per mile basis. We believe this long-term partnership is a crucial step to commercialize autonomous trucks at scale and achieve our profitability objectives.
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Similarly, as a company deploying cutting-edge technology with international partners, we are also subject to trade, customs product classification and sourcing regulations. Finally, our operations are subject to various federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations.
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For example, while California regulation currently only permits the testing and deployment of autonomous light-duty vehicles, in August 2024, state regulators requested informal public input on draft regulatory language for the testing and deployment of autonomous trucks. 11 Table of Contents We work closely with state and local elected officials and regulatory bodies to ensure they continue to welcome the testing and deployment of self-driving vehicles on their roads.
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A key example of these efforts is the novel, widely acknowledged partnership Aurora has facilitated with Pittsburgh Technical College, which now offers an industry-aligned program to prepare technicians for key jobs. Diversity and Inclusion We are committed to diversity and inclusion. One of our core values — Celebrate our Diversity — is based on bringing together diverse backgrounds and perspectives.
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In December 2024, we announced the opening of our new 78,000 square-foot office and testing facility located on Montana State University’s Innovation Campus in Bozeman, Montana, which builds upon the university’s 30-year history of producing industry-leading photonics engineers and innovations.
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Employees As of December 31, 2023, we had approximately 1,800 employees. None of our employees are represented by a labor union, and we consider our employee relations to be in good standing.
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Aurora has also been working extensively with the Gallatin College Laser and Photonics Program in a partnership aimed at helping train and place the next generation of highly-trained technicians in the field of optics, laser, and photonics.
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Additionally, throughout 2024, Aurora supported a community engagement roadshow along our commercial launch lane in Texas, engaging students and other stakeholders on autonomous trucking technology, careers, and the future. Diversity and Inclusion We are committed to diversity and inclusion. One of our core values — Celebrate our Diversity — is based on bringing together diverse backgrounds and perspectives.
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We believe that autonomous trucks have the potential to materially reduce fuel consumption and greenhouse gas emissions meaningfully through eco-driving, off-peak deployment, and capping peak speeds. 12 Table of Contents Human Capital As of December 31, 2024, we had approximately 1,800 employees.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

130 edited+24 added−15 removed319 unchanged
Biggest changeIf these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate. • We could fail to successfully select, execute or integrate past and future acquisitions. • Interruption or failure of Amazon Web Services or other information technology and communications systems that we rely upon could materially and adversely affect our business, financial condition and results of operations. • We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers. • Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security. • Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business. • Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive. • Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. • If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. • Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes could materially and adversely affect our business, prospects, financial condition and results of operations. • Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships. 14 Table of Contents • We are dependent on our suppliers, some of which are single or limited source suppliers (including one partner for the production, provision, and full lifecycle support of the future generation of our Aurora Driver hardware system), and these suppliers may not produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us. • Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals or exemptions for our technology could have a material adverse effect on our business, financial condition and results of operation. • We may become involved in legal and regulatory proceedings and commercial or contractual disputes. • We may be subject to product liability that could result in significant direct or indirect costs. • We may not be able to adequately protect or enforce our intellectual property rights, in which case our business and competitive position could be harmed. • We may need to defend ourselves against intellectual property rights infringement claims, which may be time-consuming and could cause us to incur substantial costs. • We could lose the ability to use certain intellectual property rights and technology or materials that we rely upon if the underlying license agreements are terminated or not renewed. • Our software contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our products or give rise to disclosure obligations of proprietary software. • The market price of our common stock may be volatile and could decline significantly. • Our dual class structure has the effect of concentrating voting power with our founders, which limits an investor’s ability to influence the outcome of important transactions, including a change in control.
Biggest changeIf these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate. • We could fail to successfully select, execute or integrate past and future acquisitions. • Interruption or failure of Amazon Web Services or other information technology and communications systems that we rely upon could materially and adversely affect our business, financial condition and results of operations. • We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers. • Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security. • Failures, or perceived failures, to comply with privacy, data protection, and cybersecurity requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business. • Issues relating to our use of artificial intelligence and machine learning technologies, combined with an uncertain legal and regulatory environment, could materially and adversely affect our business, financial condition and results of operations. • Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive. 14 Table of Contents • Our financial instruments, including warrants, are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results. • If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. • Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes could materially and adversely affect our business, prospects, financial condition and results of operations. • Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships. • We are dependent on our suppliers, some of which are single or limited source suppliers (including one partner for the production, provision, and full lifecycle support of the future generation of our Aurora Driver hardware system), and these suppliers may not produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us. • Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals or exemptions for our technology could have a material adverse effect on our business, financial condition and results of operation. • We may become involved in legal and regulatory proceedings and commercial or contractual disputes. • We may be subject to product liability that could result in significant direct or indirect costs. • We may not be able to adequately protect or enforce our intellectual property rights, in which case our business and competitive position could be harmed. • We may need to defend ourselves against intellectual property rights infringement claims, which may be time-consuming and could cause us to incur substantial costs. • We could lose the ability to use certain intellectual property rights and technology or materials that we rely upon if the underlying license agreements are terminated or not renewed. • Our software contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our products or give rise to disclosure obligations of proprietary software. • The market price of our common stock may be volatile and could decline significantly. • Our dual class structure has the effect of concentrating voting power with our founders, which limits an investor’s ability to influence the outcome of important transactions, including a change in control. 15 Table of Contents Risks Related to Our Technology, Business Model and Industry Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology.
We began operations in 2017 and have been focused on developing self-driving technology ever since. This relatively limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. We began operations in 2017 and have been focused on developing self-driving technology ever since. This relatively limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
Risks and challenges we have faced or expect to face include our ability to: • design, develop, test, and validate our self-driving technology for commercial applications; • produce and deliver our technology at an acceptable level of safety and performance; • properly price our products and services; • plan for and manage capital expenditures for our current and future products; • hire, integrate and retain talented people at all levels of our organization; • forecast our revenue, budget for and manage our expenses; • attract new partners and retain existing partners; • navigate an evolving and complex regulatory environment; • manage our supply chain and supplier relationships related to our current and future products; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • maintain and enhance the value of our reputation and brand; • effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business; • develop and protect intellectual property rights; and • successfully develop new solutions, features, and applications to enhance the experience of partners and end-customers.
Risks and challenges we have faced or expect to face include our ability to: • design, develop, test, and validate our self-driving technology for commercial applications; • produce and deliver our technology at an acceptable level of safety and performance; • properly price our products and services; • plan for and manage capital expenditures for our current and future products; • hire, integrate and retain talented people at all levels of our organization; 16 Table of Contents • forecast our revenue, budget for and manage our expenses; • attract new partners and customers and retain existing partners and customers; • navigate an evolving and complex regulatory environment; • manage our supply chain and supplier relationships related to our current and future products; • anticipate and respond to macroeconomic changes and changes in the markets in which we operate; • maintain and enhance the value of our reputation and brand; • effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business; • develop and protect intellectual property rights; and • successfully develop new solutions, features, and applications to enhance the experience of partners and end-customers.
If we combine or distribute our proprietary software with open source software in a certain manner in the future, we could be required to release the source code to our proprietary software as open source software, or could be required to cease using the relevant open source software which might be costly to replace.
If we combine, use or distribute our proprietary software with open source software in a certain manner in the future, we could be required to release the source code to our proprietary software as open source software, or could be required to cease using the relevant open source software which might be costly to replace.
While, generally, we do not have access to, collect, store, process, or share information collected by our solutions unless our partners choose to proactively provide such information to us, our products may evolve both to address potential partner requirements or to add new features and functionality that may change our obligations under existing or future laws, regulations, contractual obligations or other actual or asserted obligations to which we are or may become subject, including industry standards.
While, generally, we do not have access to, collect, store, process, or share data collected by our solutions unless our partners choose to proactively provide such data to us, our products may evolve both to address potential partner requirements or to add new features and functionality that may change our obligations under existing or future laws, regulations, contractual obligations or other actual or asserted obligations to which we are or may become subject, including industry standards.
If any analyst who covers us were to cease the coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. 45 Table of Contents Future issuances of debt securities and equity securities may adversely affect us, including the market price of our Class A common stock and may be dilutive to existing stockholders.
If any analyst who covers us were to cease the coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. 46 Table of Contents Future issuances of debt securities and equity securities may adversely affect us, including the market price of our Class A common stock and may be dilutive to existing stockholders.
Any problems with our third-party cloud hosting providers could result in lengthy interruptions in our business. 22 Table of Contents We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business.
Any problems with our third-party cloud hosting providers could result in lengthy interruptions in our business. 23 Table of Contents We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners’ and end-customers’ data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business.
Bagnell (collectively, the “Aurora Founders”) may sell Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement entered into in connection with the Merger) up to an amount of $25 million each and (ii) if, after Closing, Aurora completes a transaction that results in a change of control, the Lock-Up Parties’ Lock-up Shares are released from restriction immediately prior to such change of control.
Bagnell (collectively, the “Aurora Founders”) may sell Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement entered into in connection with the Merger) up to an amount of $25 million each and (ii) if, after Closing, Aurora completes a transaction that results in a change of control, the Lock-Up Parties’ Lock-up Shares are released from restriction immediately prior to such change of control (collectively, the “Lock-Up Exceptions”).
Our current and potential future operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data.
Our current and potential future operations and sales subject us to laws and regulations addressing privacy, data protection, cybersecurity, and the collection, use, storage, disclosure, transfer and protection of a variety of types of data.
This will require significant coordination with our third-party fleet partners and adequate cost management may not materialize as expected or at all, which would have material adverse effects on our business prospects. Self-driving technology is a new product and the appropriate price points are still being determined.
This will require significant coordination with our third-party fleet partners and adequate cost management may not materialize as expected or at all, which would have material adverse effects on our business prospects. Self-driving technology is a new product and the appropriate price points and pricing models are still being determined.
Sales of substantial numbers of shares issued upon the exercise of warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of our Class A common stock. 44 Table of Contents We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making public warrants worthless.
Sales of substantial numbers of shares issued upon the exercise of warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of our Class A common stock. 45 Table of Contents We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous to their holders, thereby making public warrants worthless.
Unfavorable changes in any of the above or other factors, including around the total addressable market and market opportunity, most of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations. 21 Table of Contents As part of growing our business, we have in the past and may in the future make acquisitions.
Unfavorable changes in any of the above or other factors, including around the total addressable market and market opportunity, most of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations. 22 Table of Contents As part of growing our business, we have in the past and may in the future make acquisitions.
Any of these results could materially and adversely affect our business, financial condition and results of operations. 23 Table of Contents Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.
Any of these results could materially and adversely affect our business, financial condition and results of operations. 24 Table of Contents Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.
Our future success will depend on our ability to develop and commercialize in a sufficiently timely manner in order to maintain competitiveness. Several companies, including, but not limited to, Waymo, GM Cruise, Tesla, Zoox/Amazon, Motional, Torc Robotics, Kodiak Robotics, Stack AV and Intel Mobileye are investing heavily in building this technology.
Our future success will depend on our ability to develop and commercialize in a sufficiently timely manner in order to maintain competitiveness. Several companies, including, but not limited to, Waymo, Tesla, Zoox/Amazon, Motional, Torc Robotics, Kodiak Robotics, Stack AV and Intel Mobileye are investing heavily in building this technology.
Factors affecting the trading price of our securities may include: • the realization of any of the risk factors presented in this Annual Report; • our ability to bring our products to market on a timely basis, or at all; • any major change in our management or Board; • our ability to adhere to the anticipated timelines on our product roadmap to commercial launch of Aurora Horizon and/or progress in the Autonomy Readiness Measure that does not meet the expectations of the market; • poor performance or fluctuations of the Autonomy Performance Indicator; • changes in the industries in which we and our customers operate; • developments involving, or successes of, our competitors; • changes in laws and regulations affecting our business; • actual or anticipated differences in our estimates, the estimates of analysts, or changes in the market’s expectations for our revenues, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq; • failure to comply with the Sarbanes-Oxley Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; 42 Table of Contents • the volume of shares of our Class A common stock available for public sale; • publication of research reports, financial estimates and recommendations by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale by our directors, executive officers or significant investors of any of their shares of our common stock or the perception that such sales could occur; • the performance, financial results and market valuations of other companies that are, or are perceived to be, similar to us; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; • cyber events involving us; • general economic and political conditions such as recessions, interest rates, fuel prices, bank failures and international currency fluctuations; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (such as the COVID-19 pandemic), natural disasters, war (including Russia’s actions in Ukraine and the Israel-Hamas war), acts of terrorism or responses to these events.
Factors affecting the trading price of our securities may include: • the realization of any of the risk factors presented in this Annual Report; • our ability to bring our products to market on a timely basis, or at all; • any major change in our management or Board; • our ability to adhere to the anticipated timelines on our product roadmap to commercial launch of Aurora Driver for Freight and/or progress in the Autonomy Readiness Measure that does not meet the expectations of the market; • poor performance or fluctuations of the Autonomy Performance Indicator; • changes in the industries in which we and our customers operate; • developments involving, or successes of, our competitors; • changes in laws and regulations affecting our business; 43 Table of Contents • actual or anticipated differences in our estimates, the estimates of analysts, or changes in the market’s expectations for our revenues, results of operations, level of indebtedness, liquidity or financial condition; • additions and departures of key personnel; • failure to comply with the requirements of Nasdaq; • failure to comply with the Sarbanes-Oxley Act or other laws or regulations; • future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; • the volume of shares of our Class A common stock available for public sale; • publication of research reports, financial estimates and recommendations by securities analysts about us or our competitors or our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the SEC; • actions by stockholders, including the sale by our directors, executive officers or significant investors of any of their shares of our common stock or the perception that such sales could occur; • the performance, financial results and market valuations of other companies that are, or are perceived to be, similar to us; • commencement of, or involvement in, litigation involving us; • broad disruptions in the financial markets, including sudden disruptions in the credit markets; • speculation in the press or investment community; • actual, potential or perceived control, accounting or reporting problems; • changes in accounting principles, policies and guidelines; • cyber events involving us; • general economic and political conditions such as recessions, interest rates, fuel prices, bank failures and international currency fluctuations; and • other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (such as the COVID-19 pandemic), natural disasters, war (including Russia’s actions in Ukraine and the conflicts in the Middle East), acts of terrorism or responses to these events.
Any failure, or perceived failure, by us to comply with current and future regulatory, partner or end-customer-driven privacy, data protection, and information security obligations that apply, or are argued to apply, to us, or to prevent or mitigate security breaches or incidents, cyber-attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting us, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on our reputation and brand, loss or unavailability of or an inability to use or process proprietary information and data, disruption to our business and relationships, and diminished ability to retain or attract partners and end-customers.
Any failure, or perceived failure, by us to comply with current and future regulatory, partner or end-customer-driven privacy, data protection, and cyber security obligations that apply, or are asserted to apply, to us, or to prevent or mitigate security breaches or incidents, cyber-attacks, or improper access to, use of, or disclosure of our technology, systems or data, or any security issues or cyber-attacks affecting us, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on our reputation and brand, loss or unavailability of or an inability to use or process proprietary information and data, disruption to our business and relationships, and diminished ability to retain or attract partners and end-customers.
These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact our operations and the development of our business. These laws and regulations are evolving rapidly, with new laws and regulations proposed and enacted frequently in various jurisdictions.
These regimes may, among other things, impose cybersecurity requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact our operations and the development of our business. These laws and regulations are evolving rapidly, with new laws and regulations proposed and enacted frequently in various jurisdictions.
Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and systems automation. We are currently in the process of strengthening our compliance programs, including in relation to export controls, privacy and cybersecurity and anti-corruption.
Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and systems automation. We are currently in the process of strengthening our compliance programs, including in relation to export controls, privacy, data protection, cybersecurity and anti-corruption.
As of December 31, 2023, we had warrants to purchase an aggregate of 21 million shares of our Class A common stock outstanding, comprising 12 million public warrants and 9 million private placement warrants. These warrants became exercisable 30 days after the completion of the Merger.
As of December 31, 2024, we had warrants to purchase an aggregate of 21 million shares of our Class A common stock outstanding, comprising 12 million public warrants and 9 million private placement warrants. These warrants became exercisable 30 days after the completion of the Merger.
In addition, we have in the past and could face in the future a variety of labor and employment claims against us, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims.
In addition, we have in the past and could face in the future a variety of labor and employment claims against us, which could include but is not limited to general discrimination, wage and hour, privacy and data protection, ERISA or disability claims.
Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations. 26 Table of Contents Our ability to utilize our net operating loss carryforwards may be limited.
Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations. Our ability to utilize our net operating loss carryforwards may be limited.
Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. 32 Table of Contents Our business may be adversely affected if our lidar technology fails to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic Act or otherwise by the FDA.
Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Our business may be adversely affected if our lidar technology fails to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic Act or otherwise by the FDA.
As such, this model may present unpredictable challenges associated with third-party dependency which could materially and adversely affect our business, financial condition and results of operations. It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model.
As such, this model may present unpredictable challenges associated with third-party dependency which could materially and adversely affect our business, financial condition and results of operations. 19 Table of Contents It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model.
Federal and state governments may also seek to prohibit, restrict, or otherwise condition the procurement or use of products or components used in autonomous vehicles that are manufactured outside or by companies domiciled outside the United States. For example, on January 31, 2024, the U.S. Department of Defense identified Hesai Technology Co., Ltd.
Federal and state governments may also seek to prohibit, restrict, or otherwise condition the procurement or use of products or components used in autonomous vehicles that are manufactured outside or by companies domiciled outside the United States. For example, on January 31, 2024, and again on October 21, 2024, the U.S. Department of Defense identified Hesai Technology Co., Ltd.
Supply of these components world-wide may be adversely affected by the business disruptions as well as industry consolidation and geopolitical conditions such as international trade wars like the U.S. trade war with China, Russia’s actions in Ukraine, the Israel-Hamas war and other hostilities in the Middle East and increased political tensions in Russia, Europe or Asia.
Supply of these components world-wide may be adversely affected by the business disruptions as well as industry consolidation and geopolitical conditions such as international trade wars like the U.S. trade war with China, Russia’s actions in Ukraine, the conflicts in the Middle East and other hostilities in the Middle East and increased political tensions in Russia, Europe or Asia.
Urmson may adversely affect our brand, relationship with partners or standing in the industry. 19 Table of Contents Our success similarly hinges on the ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software, hardware, systems engineering, automotive, safety, operations, design, finance, marketing, and support personnel.
Urmson may adversely affect our brand, relationship with partners or standing in the industry. Our success similarly hinges on the ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software, hardware, systems engineering, automotive, safety, operations, design, finance, marketing, and support personnel.
For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for machine learning inference, lidars, vehicle electronic control units, and automotive radar sensors.
For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for artificial intelligence / machine learning inference, lidars, vehicle electronic control units, and automotive radar sensors.
Any decreased use of our products and solutions or limitation on our ability to export or sell our products and solutions could adversely affect our business, financial condition, results of operations and prospects. 30 Table of Contents We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and consolidated financial position.
Any decreased use of our products and solutions or limitation on our ability to export or sell our products and solutions could adversely affect our business, financial condition, results of operations and prospects. We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and consolidated financial position.
Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. 37 Table of Contents In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.
We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights. 36 Table of Contents We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.
We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights. We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.
If our Autonomy Readiness Measure is not an accurate representation of our progress toward commercial launch, or if investors perceive this measure not to be accurate, or if we discover material inaccuracies in the Safety Case or our calculations of the Autonomy Readiness Measure, our reputation may be significantly harmed, the timing of commercial launch of Aurora Horizon could be delayed, and our stock price could decline, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.
If our Autonomy Readiness Measure is not an accurate representation of our progress toward commercial launch, or if investors perceive this measure not to be accurate, or if we discover material inaccuracies in the Safety Case or our calculations of the Autonomy Readiness Measure, our reputation may be significantly harmed, the timing of commercial launch of Aurora Driver for Freight could be delayed, and our stock price could decline, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.
In recent years, the United States and global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, financial distress caused by recent or potential bank failures and the associated banking crisis, ratings downgrades of certain investments and declining valuations of others.
In recent years, the United States and global economies suffered dramatic downturns, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, financial distress caused by recent or potential bank failures and the associated banking crisis, ratings downgrades of certain investments and declining valuations of others.
If we fail to adhere to new regulations or fail to continually monitor the updates, we may be subject to litigation, loss of partners or negative publicity and could materially and adversely affect our business, financial condition and results of operations. 31 Table of Contents We are subject to environmental regulation and may incur substantial costs.
If we fail to adhere to new regulations or fail to continually monitor the updates, we may be subject to litigation, loss of partners or negative publicity and could materially and adversely affect our business, financial condition and results of operations. We are subject to environmental regulation and may incur substantial costs.
This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us. The dual class structure of our common stock has the effect of concentrating voting control with the Aurora Founders.
This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us. 44 Table of Contents The dual class structure of our common stock has the effect of concentrating voting control with the Aurora Founders.
There can be no assurance that we will be able to raise additional capital on acceptable terms or at all. 20 Table of Contents We may experience difficulties in managing our growth and expanding our operations. We expect to experience significant growth in the scope and nature of our operations.
There can be no assurance that we will be able to raise additional capital on acceptable terms or at all. We may experience difficulties in managing our growth and expanding our operations. We expect to experience significant growth in the scope and nature of our operations.
We currently combine our proprietary software with open source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public.
We currently combine and use our proprietary software with open source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public.
Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.
Failures, or perceived failures, to comply with privacy, data protection, and cybersecurity requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.
These metrics are subject to inherent challenges in measurement; real or perceived inaccuracies in such metrics and metrics values that are below expectations could materially and adversely affect our business, prospects, financial condition and results of operations. We publicly disclose a measure of our progress toward the commercial launch of Aurora Horizon (the “Autonomy Readiness Measure”).
These metrics are subject to inherent challenges in measurement; real or perceived inaccuracies in such metrics and metrics values that are below expectations could materially and adversely affect our business, prospects, financial condition and results of operations. We publicly disclose a measure of our progress toward the commercial launch of Aurora Driver for Freight (the “Autonomy Readiness Measure”).
Our systems will be vulnerable to damage, interruption or any other compromise as the result of, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, ransomware, and other malicious code, denial or degradation of service attacks, social engineering schemes, insider theft or misuse or other attempts to harm our systems.
Our systems will be vulnerable to damage, interruption or any other compromise as the result of, among others, software bugs and other technical errors, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, ransomware, and other malicious code, denial or degradation of service attacks, social engineering schemes, insider theft or misuse or other attempts to harm our systems.
A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, distributed denial of service attacks, fraud, trickery or other forms of deception.
A cyber incident could be caused by software bugs and other technical errors, disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, distributed denial of service attacks, fraud, trickery or other forms of deception.
There can be no assurance that our future effective tax rates or tax payments will not be adversely affected by these or other developments or changes in law. Risks Related to Our Dependence on Third Parties Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships.
There can be no assurance that our future effective tax rates or tax payments will not be adversely affected by these or other developments or changes in law. 28 Table of Contents Risks Related to Our Dependence on Third Parties Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships.
These improvements may take us longer than expected which would increase our capital requirements for technology development, delay our timeline to commercialization, and reduce the potential financial returns that may be expected from the business. We publicly disclose certain progress and performance metrics, including the Autonomy Readiness Measure and the Autonomy Performance Indicator.
These improvements may take us longer than expected which would increase our capital requirements for technology development, delay our timeline to commercialization, and reduce the potential financial returns that may be expected from the business. 17 Table of Contents We publicly disclose certain progress and performance metrics, including the Autonomy Readiness Measure and the Autonomy Performance Indicator.
(Hesai), a lidar manufacturer based in China, as a Chinese Military Company in accordance with Section 1260H of the National Defense Authorization Act for Fiscal Year 2021, which will prohibit the Defense Department from contracting with Hesai in the future.
(Hesai), a lidar manufacturer based in China, as a Chinese Military Company in accordance with Section 1260H of the National Defense Authorization Act for Fiscal Year 2021, which will prohibit the Defense Department from contracting with Hesai in the future. Additionally, the U.S.
In order for these suppliers to undertake the investment needed to produce these components, they may require us to commit to terms, pricing or purchase volumes that are not acceptable to us. 28 Table of Contents Manufacturing in collaboration with partners is subject to risks.
In order for these suppliers to undertake the investment needed to produce these components, they may require us to commit to terms, pricing or purchase volumes that are not acceptable to us. Manufacturing in collaboration with partners is subject to risks.
Shares held by the Aurora Founders represent approximately 47% of the voting control of the Company as of December 31, 2023.
Shares held by the Aurora Founders represent approximately 47% of the voting control of the Company as of December 31, 2024.
These provisions include: • authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; • certain of our shareholders, including our founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation; 39 Table of Contents • prohibiting cumulative voting in the election of directors; • providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; • limiting the liability of, and providing for the indemnification of, our directors and officers; • prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors; • enabling our Board of Directors to amend the Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and • prohibiting stockholder action by written consent; • limiting the persons who may call special meetings of stockholders; and • requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders who do not comply with such requirements from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.
These provisions include: • authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control; • certain of our shareholders, including our founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation; • prohibiting cumulative voting in the election of directors; • providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum; • limiting the liability of, and providing for the indemnification of, our directors and officers; • prohibiting the adoption, amendment or repeal of our Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the voting power of the shares entitled to vote at an election of directors; • enabling our Board of Directors to amend the Bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; • prohibiting stockholder action by written consent; • limiting the persons who may call special meetings of stockholders; and • requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders who do not comply with such requirements from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us. 41 Table of Contents These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management.
If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results.
If we, or third parties on which we rely, do not successfully implement, maintain or expand systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results.
These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with Aurora for a certain period of time without the consent of its Board of Directors unless certain provisions are met.
In addition, the provisions of Section 203 of the DGCL govern Aurora. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with Aurora for a certain period of time without the consent of its Board of Directors unless certain provisions are met.
The warrants were issued in registered form under the Warrant Agreement, between us and Continental Stock Transfer & Trust Company, as warrant agent, which was subsequently amended in connection with the appointment of American Stock Transfer & Trust Company as warrant agent.
The warrants were issued in registered form under the Warrant Agreement, between us and Continental Stock Transfer & Trust Company, as warrant agent, which was subsequently amended in connection with the appointment of Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company) as warrant agent.
We use various estimates in formulating our business plans. We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates.
We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates.
We utilize reputable third-party service providers or vendors for storage and hosting of a substantial portion of our data and source code, and these providers could also be vulnerable to harms similar to those that could damage our systems, including sabotage and intentional acts of vandalism causing potential disruptions.
We utilize reputable third-party service providers or vendors for storage and hosting of a substantial portion of our data and source code, and these providers could also be vulnerable to harms similar to those that could damage our systems, including software bugs and other technical errors, as well as sabotage and intentional acts of vandalism causing potential disruptions.
Beyond the net proceeds raised in the Public Offering and the Private Placement, we expect we will need to seek equity or debt financing to fund a portion of our future expenditures. Such financing might not be available to us in a timely manner, on terms that are acceptable, or at all.
Beyond the net proceeds raised in the 2024 Public Offering (as defined below), we expect we will need to seek equity or debt financing to fund a portion of our future expenditures. Such financing might not be available to us in a timely manner, on terms that are acceptable, or at all.
For example, the European Commission has adopted the General Data Protection Regulation and California has enacted the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, which went into effect January 1, 2023, both of which provide for significant compliance obligations and potentially material penalties for non-compliance.
For example, the European Commission has adopted the General Data Protection Regulation and California has enacted the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, both of which provide for significant compliance obligations and potentially material penalties for non-compliance.
Therefore, the full impact of these regimes on our business is rapidly evolving across jurisdictions and remains uncertain at this time. We may also be affected by cyber-attacks and other means of gaining unauthorized access to our technology, systems, and data.
Therefore, the full impact of these obligations on our business is rapidly evolving across jurisdictions and remains uncertain at this time. We may also be affected by cyber-attacks and other security breaches or incidents, including other means of gaining unauthorized access to our technology, systems, and data.
We may be the target of this type of litigation in the future. Securities litigation against the Company could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business. Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Securities litigation against the Company could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business. 42 Table of Contents Future resales of common stock may cause the market price of our securities to drop significantly, even if our business is doing well.
Our failure to comply with these laws and regulations could materially and adversely affect our business, prospects, financial condition and results of operations. Our products and solutions are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S.
We are subject to governmental export and import control laws and regulations and trade and economic sanctions. Our failure to comply with these laws and regulations could materially and adversely affect our business, prospects, financial condition and results of operations. Our products and solutions are subject to export control and import laws and regulations, including the U.S.
Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. As of December 31, 2023, we had 1,162 million shares of our Class A common stock and 367 million shares of our Class B common stock outstanding.
Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. As of December 31, 2024, we had 1,383 million shares of our Class A common stock and 350 million shares of our Class B common stock outstanding.
The successful development of our self-driving systems and related technology involves many challenges and uncertainties, including: • achieving sufficiently safe self-driving system performance as determined by us, government & regulatory agencies, our partners, customers, and the general public; • finalizing self-driving system design, specification, and vehicle integration; • successfully completing system testing, validation, and safety approvals; • obtaining additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; • receiving performance by third parties that supports our R&D and commercial activities; • preserving core intellectual property rights, while obtaining intellectual property rights, technology or materials from third parties that may be critical to our R&D activities; and • continuing to fund and maintain our current technology development activities. 15 Table of Contents We are an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.
The successful development of our self-driving systems and related technology involves many challenges and uncertainties, including: • achieving sufficiently safe self-driving system performance as determined by us, government and regulatory agencies, our partners, customers, and the general public; • finalizing self-driving system design, specification, and vehicle integration; • successfully completing system testing, validation, and safety approvals; • obtaining additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications; • receiving performance by third parties that supports our R&D and commercial activities; • preserving core intellectual property rights, while obtaining intellectual property rights, technology or materials from third parties that may be critical to our R&D activities; and • continuing to fund and maintain our current technology development activities.
Numerous other jurisdictions have proposed or enacted legislation addressing these matters, including state laws similar to the California Consumer Privacy Act that have taken, or will take, effect between 2023 and 2026.
Numerous other jurisdictions have proposed or enacted legislation addressing these matters, including state laws similar to the California Consumer Privacy Act that have taken effect, or will go into effect through 2026.
Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive. We may be subject, in the ordinary course of business, to losses resulting from automobile liability, product liability, accidents, acts of God, and other claims against us, for which we may have no or limited insurance coverage.
We may be subject, in the ordinary course of business, to losses resulting from automobile liability, product liability, accidents, acts of God, and other claims against us, for which we may have no or limited insurance coverage.
For more information, see below for more detailed descriptions of each risk factor. 13 Table of Contents • Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology. • We are an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future. • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. • Our progress and performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics and metrics and values that are below expectations could materially and adversely affect our business, prospects, financial condition and results. • We operate in a highly competitive market and some market participants have substantially greater resources.
For more information, see below for more detailed descriptions of each risk factor. • Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology. • We have incurred net losses since our inception, and we expect to incur significant expenses and continuing losses for the foreseeable future. • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. • It is possible that our technology will have more limited performance or technology development and commercialization may take us longer to complete than is currently projected. • Our progress and performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics and metrics and values that are below expectations could materially and adversely affect our business, prospects, financial condition and results. • We operate in a highly competitive market and some market participants have substantially greater resources.
Any of these results could materially and adversely affect our business, financial condition and results of operations. 34 Table of Contents Our defense of intellectual property rights claims brought against us or our partners, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert resources and management’s attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all.
Our defense of intellectual property rights claims brought against us or our partners, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert resources and management’s attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all.
As of December 31, 2023, we had estimated U.S. federal and state net operating loss carryforwards of $1,548 million and $1,459 million, respectively. Our U.S. federal and state net operating loss carryforwards subject to expiration will begin to expire in 2036 and 2029, respectively.
As of December 31, 2024, we had estimated U.S. federal and state net operating loss carryforwards of $2,029 million and $2,715 million, respectively. Our U.S. federal and state net operating loss carryforwards subject to expiration will begin to expire in 2036 and 2029, respectively.
These components are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and could delay commercialization of our products to users.
We refer to these component suppliers as our single source suppliers. These components are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and could delay commercialization of our products to users.
These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results. 29 Table of Contents We are subject to governmental export and import control laws and regulations and trade and economic sanctions.
These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results.
The Securities Exchange Act of 1934, as amended (the “Exchange Act”), Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. 37 Table of Contents Compliance with evolving public company requirements may continue to increase costs and make certain activities more time-consuming.
The Securities Exchange Act of 1934, as amended (the “Exchange Act”), Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies.
In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease selling, incorporating or using products that incorporate or use the challenged intellectual property rights; • pay substantial damages; • obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or • redesign our technology.
In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease selling, incorporating or using products that incorporate or use the challenged intellectual property rights; • pay substantial damages; • obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or • redesign our technology. 36 Table of Contents A successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology could materially and adversely affect our business, financial condition and results of operations.
The availability and effectiveness of our services depend on the continued operation of AWS, information technology, and communications systems.
The availability and effectiveness of our services depend on the continued operation of AWS, information technology, communications systems and other related products and services from third parties.
Pursuant to the Strategic Partnership Agreement, Continental will, as our “Hardware-as-a-Service” partner, develop the necessary hardware, firmware, fallback system integration, and related services to allow for the integration of the Aurora Driver into production vehicles at OEMs.
On April 26, 2023, we entered into the Strategic Partnership Agreement with Continental, which was amended and restated on September 27, 2023. Pursuant to the Strategic Partnership Agreement, Continental will, as our “Hardware-as-a-Service” partner, develop the necessary hardware, firmware, fallback system integration, and related services to allow for the integration of the Aurora Driver into production vehicles at OEMs.
If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our Class A common stock in the public market, the market price of our Class A common stock could decline significantly. 41 Table of Contents In connection with the Merger, certain holders of our Class A common stock (the “Lock-Up Parties”) entered into lockup agreements (the “Lockup Agreements”), pursuant to which they are contractually restricted from selling or transferring any of their shares of our Class A or Class B common stock (the “Lock-up Shares”) for certain periods of time, subject to certain exceptions.
In connection with the Merger, certain holders of our Class A common stock (the “Lock-Up Parties”) entered into lockup agreements (the “Lockup Agreements”), pursuant to which they are contractually restricted from selling or transferring any of their shares of our Class A or Class B common stock (the “Lock-up Shares”) for certain periods of time, subject to certain exceptions.
If our competitors, including those previously mentioned, broadly commercialize their technology before we do, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us.
If our competitors, including those previously mentioned, broadly commercialize their technology before we do, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us. 18 Table of Contents Material commercialization of self-driving technology first involves pilot deployments, which we and other competitors are currently performing.
Our management team has limited experience in operating a public company. Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our continuing transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.
Our management team may not successfully or effectively manage our continuing transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws.
In response to high levels of inflation and recession fears, the U.S. Federal Reserve, the European Central Bank, and the Bank of England have raised, and may continue to raise, interest rates and implement fiscal policy interventions. Even if these interventions lower inflation, they may also reduce economic growth rates, create a recession, and have other similar effects.
In response to high levels of inflation and recession fears, the U.S. Federal Reserve, the European Central Bank, and the Bank of England have raised interest rates and implemented fiscal policy interventions in recent periods. These interventions may lower inflation; however, they may also reduce economic growth rates, create a recession, and have broad macroeconomic implications.
For instance, cyber criminals, insiders or unauthorized third parties may target us or third parties with which we have business relationships to obtain data, or in a manner that disrupts our operations or compromises our products or the systems into which our products are integrated. 24 Table of Contents We are assessing the continually evolving privacy and data security regimes and measures we believe are appropriate in response.
For instance, cyber criminals, insiders or unauthorized third parties may target us or third parties with which we have business relationships to obtain data, or in a manner that disrupts our operations or compromises our products or the systems into which our products are integrated.
We believe that we will continue to incur operating and net losses each quarter until at least the time we begin commercial operation of our self-driving technology, which may take longer than we currently expect or may never occur. Even if we successfully develop and sell our self-driving solutions, there can be no assurance that they will be commercially successful.
We believe that we will continue to incur operating and net losses each quarter until at least the time we begin to scale the driverless commercial operation of our self-driving technology, which may take longer than we currently expect or may never occur.
Under this model, one or more third-party partners would own and operate Aurora Driver-powered vehicles and would also manage activities such as financing, maintenance, cleaning, and fleet facilities. 18 Table of Contents Since it is more capital-intensive for us to own or lease and operate our own fleet of vehicles, any delay in the transition to the Driver as a Service model will require additional investments of capital and could mean we may not be able to reach scale as quickly as we have previously anticipated.
Since it is more capital-intensive for us to own or lease and operate our own fleet of vehicles, any delay in the transition to the Driver as a Service model will require additional investments of capital and could mean we may not be able to reach scale as quickly as we have previously anticipated.
The following summary risk factors and other information included in this Annual Report should be carefully considered. The summary risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem less significant may also affect our business operations or financial results.
The summary risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem less significant may also affect our business operations or financial results.
While we believe that the Strategic Partnership Agreement contains provisions that adequately disincentivize non-performance by the parties, and while even in the event of non-performance we believe we may be able to establish alternate supply relationships and can obtain or engineer replacement components, we may be unable to do so in the short term (or at all) at prices or quality levels and/or on terms that are favorable to us and we may experience significant delays while re-engineering our system to accept any replacement parts.
While we believe that the Strategic Partnership Agreement contains provisions that adequately disincentivize non-performance by the parties, and while even in the event of non-performance we believe we may be able to establish alternate supply relationships and can obtain or engineer replacement components, we may be unable to do so in the short term (or at all) at prices or quality levels and/or on terms that are favorable to us and we may experience significant delays while re-engineering our system to accept any replacement parts. 29 Table of Contents While we plan to obtain components from multiple sources whenever it is desirable and permissible under the Strategic Partnership Agreement, in addition to Continental, as it relates to the Aurora Driver, some of the other components used in our hardware and technology will be purchased from single suppliers.
We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on the accuracy of our reporting, business relationships, reputation and financial results.
We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on the accuracy of our reporting, business relationships, reputation and financial results. 21 Table of Contents Our operating and financial results projections that were previously provided rely in large part upon assumptions and analyses developed by us.
These and other provisions in our Certificate of Incorporation and Bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions. 40 Table of Contents Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
These and other provisions in our Certificate of Incorporation and Bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Interim Chief Information Security Officer, who also serves as Vice President of Security Engineering has more than ten years of experience as a network and security engineer and more than seven years of experience leading information security teams at renowned technology companies.
Biggest changeOur Vice President, Head of Security Engineering has more than thirty-five plus years of experience as a security expert and more than twenty-five plus years of experience leading information security teams at renowned technology companies. Members of our security operations team are responsible for notifying the information security management team about cybersecurity incidents.
Aurora’s Information Security team reports to and is led by our Vice President of Security Engineering, who is responsible for structuring and driving all cybersecurity initiatives at Aurora.
Aurora’s Information Security team reports to and is led by our Vice President, Head of Security Engineering, who is responsible for structuring and driving all cybersecurity initiatives at Aurora.
For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors entitled “Risks Related to Our Business Operations.” Governance Our information security management team, including our Chief Information Security Officer, is responsible for assessing and managing material risks from cybersecurity threats.
For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K, including the risk factors entitled “Risks Related to Our Business Operations.” Governance Our information security management team is responsible for assessing and managing material risks from cybersecurity threats.
This individual regularly reports cybersecurity progress to our Board of Directors, as well as senior leadership across the Company. 46 Table of Contents The Information Security team proactively reports, on a company-wide basis, the status of cybersecurity initiatives and risks, along with various assessments of our information security programs and the emerging threat landscape.
This individual regularly reports cybersecurity progress to our Board of Directors, as well as senior leadership across the Company. 47 Table of Contents The Information Security team proactively reports, on a company-wide basis, the status of cybersecurity initiatives and risks, along with various assessments of our information security programs and the emerging threat landscape.
However, as of December 31, 2023, we do not believe such risks have materially affected or are reasonably likely to materially affect the Company, including the Company’s business strategy, results of operations, or financial condition.
However, as of December 31, 2024, we do not believe such risks have materially affected or are reasonably likely to materially affect the Company, including the Company’s business strategy, results of operations, or financial condition.
Removed
Members of our security operations team are responsible for notifying the information security management team about cybersecurity incidents.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations. 47 Table of Contents
Biggest changeWe lease other office and industrial facilities in San Francisco, California; Dallas/Fort Worth, Texas; El Paso, Texas; Houston, Texas; Seattle, Washington; Livonia, Michigan and Louisville, Colorado. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations. 48 Table of Contents
Item 2. Properties Our corporate headquarters is located in Pittsburgh, Pennsylvania, where we lease approximately 590,000 square feet of office and industrial space pursuant to leases that expire between 2024 and 2035. Our Pittsburgh facilities contain research and development and general and administrative functions.
Item 2. Properties Our corporate headquarters is located in Pittsburgh, Pennsylvania, where we lease approximately 556,000 square feet of office and industrial space pursuant to leases that expire between 2025 and 2035. Our Pittsburgh facilities contain research and development and general and administrative functions.
We lease a test track facility in Pittsburgh of approximately 42 acres pursuant to a lease that expires in 2024. We lease approximately 111,000 square feet of office and industrial space in Mountain View, California.
We lease two test track facilities in Pittsburgh of approximately 56 acres pursuant with the leases set to expire in 2025 and 2026. We lease approximately 111,000 square feet of office and industrial space in Mountain View, California and approximately 78,000 square feet of office and industrial space in Bozeman, Montana.
Removed
We lease other office and industrial facilities in San Francisco, California; Bozeman, Montana; Dallas/Fort Worth, Texas; El Paso, Texas; Houston, Texas; Seattle, Washington; Livonia, Michigan and Louisville, Colorado.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely or result in a material adverse effect on our future operating results, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 48 Table of Contents PART II
Biggest changeHowever, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows. Item 4. Mine Safety Disclosures Not applicable. 49 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of February 2, 2024 there were 95 holders of record of our Class A common stock and 24 holders of record of our Class B common stock.
Biggest changeHolders As of February 7, 2025 there were 67 holders of record of our Class A common stock and 24 holders of record of our Class B common stock.
The graph uses the closing market price on May 10, 2021 of $100 per share as the initial value of our Class A common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.
The graph uses the closing market price on May 10, 2021 of $10 per share as the initial value of our Class A common stock. As discussed above, we have never declared or paid a cash dividend on our Class A common stock and do not anticipate declaring or paying a cash dividend in the foreseeable future.
The following graph compares (i) the cumulative total stockholder return on our Class A common stock from May 10, 2021, the day on which our Class A common stock commenced trading on Nasdaq (which, prior to our domestication to a Delaware corporation in connection with the Merger, were referred to Class A ordinary shares), through December 31, 2023 with (ii) the cumulative total return of the S&P 500 Index and the Nasdaq Composite Index over the same period, assuming the investment of $100 in our common stock and in both of the other indices on May 10, 2021 and the reinvestment of dividends.
The following graph compares (i) the cumulative total stockholder return on our Class A common stock from May 10, 2021, the day on which our Class A common stock commenced trading on Nasdaq (which, prior to our domestication to a Delaware corporation in connection with the Merger, were referred to Class A ordinary shares), through December 31, 2024 with (ii) the cumulative total return of the S&P 500 Index and the Nasdaq Composite Index over the same period, assuming the investment of $100 in our common stock and in both of the other indices on May 10, 2021 and the reinvestment of dividends.
Issuer Purchases of Equity Securities None. 49 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, or the SEC, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Act.
Issuer Purchases of Equity Securities None. 50 Table of Contents Stock Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, or the SEC, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Act.
As of February 2, 2024, there were 2 holders of record of warrants exercisable for shares of Class A common stock at a price of $11.50 per share. Recent Sales of Unregistered Equity Securities; Use of Proceeds from Registered Offerings None.
As of February 7, 2025, there were 2 holders of record of warrants exercisable for shares of Class A common stock at a price of $11.50 per share. Recent Sales of Unregistered Equity Securities; Use of Proceeds from Registered Offerings None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

30 edited+3 added−11 removed29 unchanged
Biggest changeOther income, net was $59 million in the twelve months ended December 31, 2023, compared to $15 million in the twelve months ended December 31, 2022, primarily due to an increase in interest income earned on cash equivalents and investments. 53 Table of Contents Comparison of the Twelve Months Ended December 31, 2022 to the Twelve Months Ended December 31, 2021 Twelve Months Ended December 31, $ Change % Change (in millions, except for percentages) 2022 2021 Collaboration revenue $ 68 $ 82 $ (14) (17) % Operating expenses: Research and development 677 697 (20) (3) % Selling, general and administrative 129 116 13 11 % Goodwill impairment 1,114 — 1,114 n/m (1) Total operating expenses 1,920 813 1,107 136 % Loss from operations (1,852) (731) (1,121) 153 % Other income (expense): Change in fair value of derivative liabilities 114 (20) 134 (670) % Other income (expense), net 15 (9) 24 -267% Loss before income taxes (1,723) (760) (963) 127 % Income tax benefit — (5) 5 n/m (1) Net loss $ (1,723) $ (755) $ (968) 128 % (1) Not meaningful.
Biggest changeComparison of the Twelve Months Ended December 31, 2024 to the Twelve Months Ended December 31, 2023 Twelve Months Ended December 31, $ Change % Change (in millions, except for percentages) 2024 2023 Operating expenses: Research and development $ 676 $ 716 $ (40) (6) % Selling, general and administrative 110 119 (9) (8) % Total operating expenses 786 835 (49) (6) % Loss from operations (786) (835) 49 (6) % Other income (expense): Change in fair value of derivative liabilities (24) (20) (4) 20 % Other income, net 62 59 3 5% Loss before income taxes (748) (796) 48 (6) % Income tax expense — — — n/m (1) Net loss $ (748) $ (796) $ 48 (6) % (1) Not meaningful.
Unless otherwise indicated or the context otherwise requires, references to “Aurora,” “we,” “us,” “our” and other similar terms in this section refer to Aurora Innovation, Inc. and its consolidated subsidiaries. Percentage amounts have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.
Unless otherwise indicated or the context otherwise requires, references to “Aurora,” “we,” “us,” “our” and other similar terms in this section refer to Aurora Innovation, Inc. and its consolidated subsidiaries. Percentage amounts have not in all cases been calculated on the basis of rounded figures, but on the basis of such amounts prior to rounding.
Cash Flows Provided by (Used in) Investing Activities Net cash provided by investing activities increased by $860 million in the twelve months ended December 31, 2023 from $852 million of net cash used in the twelve months ended December 31, 2022, primarily due to the net purchases of short-term investments in the comparative period.
Net cash provided by investing activities increased by $860 million in the twelve months ended December 31, 2023 from $852 million of net cash used in the twelve months ended December 31, 2022 primarily due to the net purchases of short-term investments in the comparative period.
Commitments under operating lease contracts are detailed within Note 10 – Leases to our consolidated financial statements included elsewhere in this Annual Report. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.
Commitments under operating lease contracts are detailed within Note 9 – Leases to our consolidated financial statements included elsewhere in this Annual Report. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.
Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, Tier 1 automotive supplier, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles.
Throughout commercialization, we expect to earn revenue on a fee per mile basis. We intend to partner with OEMs, Tier 1 automotive suppliers, fleet operators, and other third parties to commercialize and support Aurora Driver-powered vehicles.
We plan to first launch Aurora Horizon, our driverless trucking subscription service, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes.
We plan to first launch Aurora Driver for Freight, our driverless trucking subscription service, as we believe that is where we can make the largest impact the fastest, given the massive industry demand, attractive unit economics, and the ability to deploy on high volume highway-focused routes.
The carrying value of goodwill was $- as of December 31, 2023 and December 31, 2022. Valuation of Derivative Liabilities 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 liabilities.
The carrying value of goodwill was $- as of December 31, 2024 and December 31, 2023. 56 Table of Contents Valuation of Derivative Liabilities 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 derivative liabilities.
Cash used for purchases of property and equipment were $15 million, $15 million and $48 million in the twelve months ended December 31, 2023,2022 and 2021, respectively.
Cash used for purchases of property and equipment were $34 million, $15 million and $15 million in the twelve months ended December 31, 2024, 2023 and 2022, respectively.
For example, macroeconomic events, including rising inflation, tensions in U.S.-China relations, the COVID-19 pandemic, the U.S. Federal Reserve raising interest rates, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, the Russia-Ukraine war, and the Israel-Hamas war have led to economic uncertainty and volatility globally.
For example, macroeconomic events, including rising inflation, tensions in U.S.-China relations, the COVID-19 pandemic, high interest rates, recent and potential future disruptions in access to bank deposits and lending commitments due to bank failures, the Russia-Ukraine war, and the conflicts in the Middle East have led to economic uncertainty and volatility globally.
Our operating results could be materially impacted by these changes and other changes in the overall macroeconomic environment and other economic factors. 52 Table of Contents Comparison of the Twelve Months Ended December 31, 2023 to the Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, $ Change % Change (in millions, except for percentages) 2023 2022 Collaboration revenue $ — $ 68 $ (68) n/m (1) Operating expenses: Research and development 716 677 39 6 % Selling, general and administrative 119 129 (10) (8) % Goodwill impairment — 1,114 (1,114) n/m (1) Total operating expenses 835 1,920 (1,085) (57) % Loss from operations (835) (1,852) 1,017 (55) % Other income (expense): Change in fair value of derivative liabilities (20) 114 (134) (118) % Other income, net 59 15 44 293% Loss before income taxes (796) (1,723) 927 (54) % Income tax expense — — — n/m (1) Net loss $ (796) $ (1,723) $ 927 (54) % (1) Not meaningful.
Comparison of the Twelve Months Ended December 31, 2023 to the Twelve Months Ended December 31, 2022 Twelve Months Ended December 31, $ Change % Change (in millions, except for percentages) 2023 2022 Collaboration revenue $ — $ 68 $ (68) n/m (1) Operating expenses: Research and development 716 677 39 6 % Selling, general and administrative 119 129 (10) (8) % Goodwill impairment — 1,114 (1,114) n/m (1) Total operating expenses 835 1,920 (1,085) (57) % Loss from operations (835) (1,852) 1,017 (55) % Other income (expense): Change in fair value of derivative liabilities (20) 114 (134) (118) % Other income, net 59 15 44 293% Loss before income taxes (796) (1,723) 927 (54) % Income tax expense — — — n/m (1) Net loss $ (796) $ (1,723) $ 927 (54) % (1) Not meaningful.
Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Horizon.
Future success will be dependent on our ability to execute against our product roadmap to launch Aurora Driver for Freight.
No material losses were recorded in the twelve months ended December 31, 2023, 2022 and 2021. The Company has entered into a contract for cloud hosting services under which non-cancelable future minimum payments as of December 31, 2023 are: $61 million for 2024, $64 million for 2025, $38 million for 2026, and $0 million for 2027.
The Company has entered into a contract for cloud hosting services under which non-cancelable future minimum payments as of December 31, 2024 are: $64 million for 2025, $38 million for 2026, $0 million for 2027, and $0 million for 2028.
Collaboration revenue Collaboration revenue was $68 million in the twelve months ended December 31, 2022 under the collaboration project plan with Toyota Motor Corporation. As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan and.
As of December 31, 2022, the Company had recognized all revenue associated with cash payments received under the collaboration project plan and, as a result, no revenue was recognized during the twelve months ended December 31, 2023.
Other income (expense) The change in fair value of derivative liabilities resulted in an expense of $20 million and income of $114 million in the twelve months ended December 31, 2023 and 2022, respectively, primarily due to the change in the market price for the underlying instrument.
Other income (expense) The change in fair value of derivative liabilities resulted in expense of $20 million and income of $114 million in the twelve months ended December 31, 2023 and 2022, respectively, primarily due to the change in the market price for the underlying instrument. 54 Table of Contents Other income, net was $59 million in the twelve months ended December 31, 2023, compared to $15 million in the twelve months ended December 31, 2022, primarily due to an increase in interest income earned on cash equivalents and investments.
From there, we plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Connect, our driverless ride hailing subscription service, and in the longer-term the local goods delivery market. 51 Table of Contents Significant Events and Transactions Private Placement On July 21, 2023, we completed a private placement (the “Private Placement”), in which we sold approximately 222 million shares of Class A common stock at a price of $2.70 per share, for proceeds of $584 million, net of transaction costs.
From there, we plan to leverage the extensibility of the Aurora Driver to deploy and scale into the passenger mobility market with Aurora Driver for Rides (formerly Aurora Connect), our driverless ride hailing subscription service, and in the longer-term the local goods delivery market. 52 Table of Contents Significant Events and Transactions Public Offering On August 2, 2024, the Company completed a public offering (the “2024 Public Offering”) of approximately 134 million shares of Class A common stock at a price of $3.60 per share, for proceeds of $466 million, net of transaction costs, including the full exercise of the underwriters’ over-allotment option.
Cash Flows Cash flows for the periods were as follows (in millions): Twelve Months Ended December 31, 2023 2022 2021 Net cash used in operating activities $ (598) $ (508) $ (564) Net cash provided by (used in) investing activities 8 (852) 250 Net cash provided by financing activities 831 11 1,540 Net increase (decrease) 241 (1,349) 1,226 Cash, cash equivalents, and restricted cash at beginning of the period 277 1,626 400 Cash, cash equivalents, and restricted cash at end of the period $ 518 $ 277 $ 1,626 Cash Flows Used in Operating Activities Net cash used in operating activities increased by $90 million in the twelve months ended December 31, 2023 from $508 million for the twelve months ended December 31, 2022 primarily due to receipts in the comparative period of the final payments under the collaboration project plan with Toyota.
Cash Flows Cash flows for the periods were as follows (in millions): Twelve Months Ended December 31, 2024 2023 2022 Net cash used in operating activities $ (611) $ (598) $ (508) Net cash (used in) provided by investing activities (172) 8 (852) Net cash provided by financing activities 492 831 11 Net (decrease) increase (291) 241 (1,349) Cash, cash equivalents, and restricted cash at beginning of the period 518 277 1,626 Cash, cash equivalents, and restricted cash at end of the period $ 227 $ 518 $ 277 Cash Flows Used in Operating Activities Net cash used in operating activities increased by $13 million in the twelve months ended December 31, 2024 from $598 million for the twelve months ended December 31, 2023 primarily due to advanced payments for hardware materials for fleet builds partially offset by decreases in other operating expenditures.
In addition, the geopolitical instability and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the United States.
In addition, the geopolitical instability and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the United States. Our operating results could be materially impacted by these changes and other changes in the overall macroeconomic environment and other economic factors.
Collaboration revenue Collaboration revenue decreased by $14 million, or 17%, to $68 million in the twelve months ended December 31, 2022 from $82 million in the twelve months ended December 31, 2021 due to lower hours incurred under the collaboration project plan with Toyota Motor Corporation.
Collaboration revenue Collaboration revenue was $68 million in the twelve months ended December 31, 2022 under the collaboration project plan with Toyota Motor Corporation.
The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the expected term of the instrument.
The expected volatility is determined based on a blended rate of our historical volatility as well as the historical equity volatility of comparable companies over a period that matches the expected term of the instrument. The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument.
We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver.
Treasury securities as well as corporate bonds. We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses and that we will need to opportunistically raise additional capital to support the continued development and commercialization of the Aurora Driver.
Net cash used in investing activities decreased by $1,102 million in the twelve months ended December 31, 2022 from $250 million of net cash provided in the twelve months ended December 31, 2021 primarily due to net purchases of short-term investments, partially offset by net cash acquired through the acquisitions of businesses in the comparative period.
Cash Flows (Used in) Provided by Investing Activities Net cash used in investing activities increased by $180 million in the twelve months ended December 31, 2024 from $8 million of net cash provided in the twelve months ended December 31, 2023, primarily due to the net purchases of short-term investments compared to net maturities in the comparative period.
Legal fees and other costs associated with such actions are expensed as incurred. We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable.
We assess the need to record a liability for litigation and other loss contingencies, with reserve estimates recorded if we determine that a loss related to the matter is both probable and reasonably estimable. No material losses were recorded in the twelve months ended December 31, 2024, 2023 and 2022.
The risk-free interest rate is based on relevant U.S. treasury rates for a period that matches the expected term of the instrument. 56 Table of Contents Recently Adopted and Issued Accounting Pronouncements See Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for recently adopted accounting pronouncements.
Recently Adopted and Issued Accounting Pronouncements See Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included elsewhere in this Annual Report for recently adopted accounting pronouncements.
Cash Flows Provided by Financing Activities Net cash provided by financing activities increased by $820 million in the twelve months ended December 31, 2023 from $11 million for the twelve months ended December 31, 2022 due to net proceeds received from the Private Placement and Public Offering, Net cash provided by financing activities decreased by $1,529 million in the twelve months ended December 31, 2022 from $1,540 million for the twelve months ended December 31, 2022 due to the comparative period including net proceeds from the Merger and net proceeds from the issuance of Series U-2 preferred stock. 55 Table of Contents Contractual Obligations, Commitments and Contingencies Aurora may be party to various claims within the normal course of business.
Cash Flows Provided by Financing Activities Net cash provided by financing activities decreased by $339 million in the twelve months ended December 31, 2024 from $831 million for the twelve months ended December 31, 2023 due to lower net proceeds received from equity fundraising. 55 Table of Contents Net cash provided by financing activities increased by $820 million in the twelve months ended December 31, 2023 from $11 million for the twelve months ended December 31, 2022 due to net proceeds received from the Private Placement and Public Offering.
Pursuant to the Strategic Partnership Agreement, Aurora and Continental are each subject to defined and limited exclusivity periods, subject to various exclusions and early termination triggers. Global Economic Conditions Unfavorable conditions in the economy in the United States and abroad may negatively affect the growth of our business and our results of operations.
Global Economic Conditions Unfavorable conditions in the economy in the United States and abroad may negatively affect the growth of our business and our results of operations.
Other income (expense), net The change in fair value of derivative liabilities resulted in income of $114 million in the twelve months ended December 31, 2022 from a loss of $20 million in the twelve months ended December 31, 2021 primarily due to the change in the market price for the underlying instrument.
Other income (expense) The change in fair value of derivative liabilities resulted in expense of $24 million and $20 million in the twelve months ended December 31, 2024 and 2023, respectively, primarily due to the change in the market price for the underlying instrument. 53 Table of Contents Other income, net increased by $3 million, or 5%, to $62 million in the twelve months ended December 31, 2024, from $59 million in the twelve months ended December 31, 2023, primarily due to an increase in interest income earned on cash equivalents and investments.
Net cash used in operating activities decreased by $56 million in the twelve months ended December 31, 2022 from $564 million for the twelve months ended December 31, 2021 primarily due to an increase of cash received under the collaboration project plan with Toyota and a decrease of professional expenses and other non-recurring expenses paid in connection with the acquisition of ATG partially offset by increased incentive compensation payments.
Net cash used in operating activities increased by $90 million in the twelve months ended December 31, 2023 from $508 million for the twelve months ended December 31, 2022 primarily due to receipts in the comparative period of the final payments under the collaboration project plan with Toyota.
Operating expenses Research and development decreased by $20 million, or 3%, to $677 million in the twelve months ended December 31, 2022 from $697 million in the twelve months ended December 31, 2021, primarily driven by a decrease in stock-based compensation and severance expense, partially offset by an increase in payroll costs, stock-based compensation and other software and hardware developments costs.
Operating expenses Research and development expenses decreased by $40 million, or 6%, to $676 million in the twelve months ended December 31, 2024 from $716 million in the twelve months ended December 31, 2023, primarily driven by decreases in non-cash stock-based compensation, hardware costs for development fleets, and personnel costs.
Selling, general and administrative increased by $13 million, or 11%, to $129 million in the twelve months ended December 31, 2022 from $116 million in the twelve months ended December 31, 2021, primarily driven by an increase in payroll, stock-based compensation and insurance costs, partially offset by a decrease in and professional services costs.
Selling, general and administrative expenses decreased by $9 million, or 8%, to $110 million in the twelve months ended December 31, 2024 from $119 million in the twelve months ended December 31, 2023 primarily driven by decreases in insurance costs and other general and administrative costs.
Cash and cash equivalents primarily consist of money market funds and U.S. Treasury securities as well as commercial paper. Short-term and long-term investments consist of primarily U.S. Treasury securities as well as corporate bonds. We have incurred negative cash flows from operating activities and significant losses from operations in the past.
Liquidity and Capital Resources As of December 31, 2024, our principal sources of liquidity were $211 million of cash and cash equivalents and $1,012 million of short-term investments, exclusive of restricted cash of $16 million. Cash and cash equivalents primarily consist of money market funds and U.S. Treasury securities as well as commercial paper. Investments consist of primarily U.S.
Removed
In connection with the Private Placement, we entered into a registration rights agreement, dated July 18, 2023 (“Private Placement Registration Rights Agreement”), with certain existing institutional and strategic investors, entities affiliated with two of our directors, and new institutional investors.
Added
Research and development expenses included non-cash stock-based compensation of $122 million and $139 million in the twelve months ended December 31, 2024 and 2023, respectively.
Removed
Pursuant to the Private Placement Registration Rights Agreement, on July 21, 2023, we filed a registration statement with the Securities and Exchange Commission (the “SEC”) for the registration for resale of the securities sold in the Private Placement.
Added
Selling, general and administrative expenses included non-cash stock-based compensation of $22 million and $21 million in the twelve months ended December 31, 2024 and 2023, respectively.
Removed
Public Offering On July 21, 2023, we completed a public offering (the “Public Offering”) of approximately 73 million shares of Class A common stock at a price of $3.00 per share, for proceeds of $212 million, net of transaction costs.
Added
Contractual Obligations, Commitments and Contingencies Aurora may be party to various claims within the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred.
Removed
Following the Public Offering, we issued an additional 11 million shares of our Class A common stock in connection with the exercise of the underwriters’ over-allotment option, for proceeds of $32 million, net of transaction costs.
Removed
Continental Strategic Partnership Agreement On April 26, 2023, we entered into a Strategic Partnership Agreement with Continental Automotive Technologies GmbH and its wholly owned subsidiary, Continental Autonomous Mobility Germany GmbH (collectively, “Continental”), which was amended on August 30, 2023 to memorialize a short term extension of the finalization period.
Removed
On September 27, 2023, the parties further amended and restated the Strategic Partnership Agreement in its entirety, which among other things, marked the completion of such finalization period, memorialized the achievement of a milestone contemplated therein, aligned on additional parameters, including certain additional details related to development costs and costs of Aurora’s future generation of its Aurora Driver hardware system, finalized certain appendices in accordance therewith, and extended the term of the agreement for an additional three months.
Removed
Pursuant to the Strategic Partnership Agreement, Continental will, among other things, act as our “Hardware-as-a-Service” partner for the production, provision, and full lifecycle support of the future generation of the Aurora Driver system.
Removed
The Strategic Partnership Agreement provides that we will pay Continental on a per-mile basis for vehicles operated by the Aurora Driver using the future generation of our Aurora Driver hardware system. The term of the Strategic Partnership Agreement continues until March 31, 2031.
Removed
As a result, no revenue was recognized during the twelve months ended December 31, 2023.
Removed
Other income, net was $15 million in the twelve months ended December 31, 2022, primarily due to transaction costs and losses on the disposal of IT equipment. Other expense, net was $9 million in the twelve months ended December 31, 2021, primarily related to interest income earned on short-term investments.
Removed
Income tax benefit An income tax benefit was recognized in the twelve months ended December 31, 2022 due to the release of a deferred tax asset valuation allowance as a result of deferred tax liabilities incurred from the acquisition of OURS Technology, Inc. 54 Table of Contents Liquidity and Capital Resources As of December 31, 2023, our principal sources of liquidity were $501 million of cash and cash equivalents, $699 million of short-term investments, and $148 million of long-term investments with maturities within 2 years, exclusive of restricted cash of $17 million.

Other AUROW 10-K year-over-year comparisons