Current Report Filing (8-k)
16 November 2021 - 08:17AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
November 11, 2021
AURORA ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-40143 |
98-1628701 |
(State or other
jurisdiction |
(Commission |
(I.R.S.
Employer |
of incorporation or
organization) |
File
Number) |
Identification
No.) |
20 North Audly Street |
|
London
W1K 6LX |
|
United Kingdom |
|
(Address of principal
executive offices) |
(Zip
Code) |
+44
(0)20
3931 9785
Registrant’s
telephone number, including area code
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each
class |
Trading Symbol(s) |
Name of each exchange on which
registered |
Units, each consisting of one share of Class A ordinary share and
one–quarter of one redeemable warrant |
AURCU |
The Nasdaq Stock Market LLC |
Class A ordinary share, par value $0.0001 per
share |
AURC |
The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole
warrant exercisable for one Class A ordinary share at an exercise
price of $11.50 |
AURCW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the
Exchange Act.
Item 4.02(a). |
Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim
Review. |
On November 11, 2021, the Audit Committee (the “Audit Committee”)
of the board of directors (the “Board”) of Aurora Acquisition Corp.
(the “Company”), after discussion with the Company’s management,
concluded that the Company’s previously issued financial statements
issued in connection with the Company’s initial public offering,
dated March 8, 2021, and contained in the Company’s Quarterly
Reports on Form 10-Q for the periods ended March 31, 2021 and June
30, 2021, originally filed on May 26, 2021 and August 11, 2021,
respectively (collectively “Non-Reliance Periods”), should no
longer be relied upon. Similarly, related press releases, earnings
releases, and investor communications describing the Company’s
financial statements for the Non-Reliance Periods should no longer
be relied upon.
The Company restated its previously issued financial statements to
classify Class A common stock subject to redemption in temporary
equity at redemption value. The Company’s accounting for the Class
A shares subject to redemption did not have any effect on the
Company’s previously reported assets and the non-cash adjustments
to the financial statement do not impact the amounts previously
reported for the Company’s cash and cash equivalents or total
assets.
On November 11, 2021, the Audit Committee discussed with Marcum LLP
(“Marcum”), the Company’s current independent registered public
accounting firm, the matters disclosed in this Item 4.02(a). The
Company will restate the financial statements for the Non-Reliance
Periods in its Quarterly Report on Form 10-Q for the period ended
September 30, 2021 to reclassify the Company’s Class A Shares and
will continue to do so in its future financial statements. The
Company will disclose the impact of such restatements of the
Non-Reliance Periods in its Quarterly Report on Form 10-Q, which
the Company will file with the SEC as soon as practicable.
Management carried out an
evaluation of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures as of September 30,
2021 and concluded that, solely due to the events that led to the
Company’s restatement of its financial statements, a material
weakness existed and the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) were not effective as of September 30, 2021. A
material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement
of a company’s annual or interim financial statements will not be
prevented or detected on a timely basis. The existence of one or
more material weaknesses precludes a conclusion by management that
a company’s disclosure controls and procedures and internal control
over financial reporting are effective. In addition, the Audit
Committee, the Board, and management have begun evaluating
appropriate remediation actions. The Company’s remediation plans at
this time include providing enhanced access to accounting
literature, research materials and documents and increased
communication among the Company’s personnel and third-party
professionals with whom the Company consults regarding complex
accounting applications.
Cautionary Statement Regarding Forward-Looking
Information
This current report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Statements that constitute projections,
forecasts and other forward-looking statements are not guarantees
of performance. Such statements can be identified by the fact that
they do not relate strictly to historical or current facts.
Such statements are subject to certain risks and uncertainties,
which could cause the Company’s actual results to differ materially
from those anticipated by the forward-looking statements. These
statements are based upon the current beliefs and expectations of
the Company’s management and are subject to significant risks and
uncertainties, including those detailed in the Company’s filings
with the Securities and Exchange Commission. Actual results
(including, without limitation the timing for and results of the
Company’s pending restatement, including the actual amounts
deferred and recognized once such amounts are subject to audit) may
differ significantly from those set forth in the forward-looking
statements. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
under applicable securities laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2021
|
By: |
/s/Arnaud
Massenet |
|
Name: |
Arnaud Massenet |
|
Title: |
Chief Executive Officer |
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