Current Report Filing (8-k)
May 25 2021 - 6:02AM
Edgar (US Regulatory)
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): May 24, 2021 (May 19, 2021)
AURORA ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
Cayman
Islands
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001-40143
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N/A
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(State
or other jurisdiction
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(Commission File
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(I.R.S.
Employer
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of incorporation
or organization)
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Number)
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Identification No.)
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20 North
Audly Street
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London
W1K 6LX
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United
Kingdom
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W1K 6LX
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(Address
of principal executive offices)
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(Zip Code)
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+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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A
Ordinary Share, $0.0001 par value, and one-qurter of one redeemable warrant
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AURC
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The NASDAQ Stock Market LLC
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Class A Ordinary Shares included as part
of the units
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AURCS
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The NASDAQ Stock Market LLC
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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
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AURCW
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The NASDAQ Stock Market LLC
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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.
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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On April 12, 2021, the Securities
and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) on accounting and reporting
considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC’s Public Statement discussed
“certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The Public
Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability
measured at fair value, with changes in fair value each period reported in earnings.”
On May 19, 2021, Aurora
Acquisition Corp. (the “Company”, we”, “our” or “us”) determined that the Company incorrectly
classified the public warrants and private placement warrants issued in connection with the Company’s initial public offering (the
“Warrants”) as equity instruments in the previously issued financial statements as of March 8, 2021 included in the Company’s
current report on Form 8-K filed with the SEC on March 10, 2021 (the “ Original Financial Statements”). As a result, the Warrants
should be recorded as liabilities on the balance sheet and measured at fair value at inception and on a recurring basis in accordance
with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations.
The Company’s accounting
for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously
reported investments held in trust, operating expenses, cash flows or cash.
As a result, on May 19,
2021, after discussion with Marcum LLP, the Company’s independent registered public accounting firm, the Company’s audit committee
and board of directors concluded that the Original Financial Statements should no longer be relied upon and are to be restated in order
to correct the classification error as well as the fair value re-measurements, and align with the SEC’s Public Statement. Accordingly,
the Company will disclose the impact of such restatements on its Original Financial Statements in its Quarterly Report on Form 10-Q, which
the Company will file with the SEC as soon as practicable.
The Company will restate
the Original Financial Statements in its Quarterly Report on Form 10-Q for the period ended March 31, 2021 to reflect the Warrants as
derivative liabilities and will continue to do so in its future financial statements.
The Company’s audit
committee has discussed the matters disclosed in this Item 4.02(a) with the Company’s independent registered public accounting firm,
Marcum LLP.
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: May 24, 2021
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AURORA ACQUISITION CORP.
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By:
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/s/ Arnaud Massenet
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Name: Arnaud Massenet
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Title: Chief Executive Officer
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