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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 28, 2022
AURORA INNOVATION, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-40216 | | 98-1562265 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
| | | | | | | | |
1654 Smallman St, Pittsburgh, PA | | 15222 |
| (Address of principal executive offices) | | (Zip Code) |
(888) 583-9506
(Registrant’s telephone number, including area code)
N/A
(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 |
| Class A common stock, par value $0.00001 per share | | AUR | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | AUROW | | 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 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
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 7.01 Regulation FD Disclosures.
On September 28, 2022, Aurora Innovation, Inc. (the "Company" or "Aurora") issued a press release announcing key technical advancements on the path to commercial launch for the Aurora Driver, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. These technical advancements in the Aurora Driver Beta 4.0 release will enable the Aurora Driver to (i) detect and maneuver around a variety of objects and debris on the road and (ii) detect repainted lane lines in complex construction zones, both of which are key capabilities described in the Company’s product roadmap. A copy of the Company’s roadmap is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
In addition, the Company announced through the press release a framework that it plans to use in future quarters to share a measure of progress toward the commercial launch of Aurora Horizon, the Company's autonomous trucking service (the "Autonomy Readiness Measure").
The Autonomy Readiness Measure is the weighted function of completeness across all claims under the Company’s Safety Case (defined below). Aurora uses judgment when applying weighting to individual pieces of evidence that support the claims that Aurora is making in its Safety Case (e.g., based on complexity, effort required to complete, scope of the Company’s commercial launch route, etc.) as well as when evaluating the percentage complete of a particular piece of evidence. Aurora's Safety Case is an internally-derived, claims-based approach that provides a generalized structured argument to addressing safety items implicated by developing and operating self-driving technology on public roads. It incorporates safety elements from federal and state guidance, industry standards and best practices, and Aurora's internally developed requirements, including policies, test results, and procedures. Taken together, once Aurora determines that appropriate evidence has been gathered for each claim that comprises the Safety Case, the Safety Case will provide a clear and defensible argument that the Aurora Driver is acceptably safe on public roads. The Safety Case is scalable across various routes and use cases, and when commercializing each new route and use case for the Aurora Driver, the Company can quickly identify which claims might be impacted that may require additional or revised evidence applicable to the route or use case.
A closed Safety Case is Aurora’s bar for launch; therefore the Company anticipates the Autonomy Readiness Measure achieving 100% prior to commercial launch.
The Company also announced through the press release that it plans to disclose supplemental information regarding the on-road performance of the Aurora Driver (the "on-road autonomy performance indicator" or the "Performance Indicator").
The Performance Indicator is a quarterly measurement, reflected as a percentage of total truck miles driven in service of commercial pilots, plus other commercially representative testing (which, for the avoidance of doubt, do not include development tests or miles driven in manual mode for data collection) over the quarter, that incorporates three components:
•Miles driven during the quarter that did not require support, with support meaning human assistance via a vehicle operator touch (i.e., intervention) or other on-site support;
•Miles where the vehicle received support but where it is determined, through internal analysis including simulation, that the support received was not required by the Aurora Driver; and
•Miles driven in autonomy with remote input from the Aurora Beacon tool, which is Aurora's cloud-based mission control system that will be offered to customers as part of Aurora Horizon. The remote input tool within Aurora Beacon does not permit for the remote operation of a vehicle, but instead is a remote input tool that allows remote specialists to provide high-level guidance to Aurora Driver-powered vehicles when they encounter a situation where the autonomy solution is unclear.
There is judgment involved in using internal analysis to determine whether or not support was necessary. The Performance Indicator is not Aurora’s bar for launch. It may not improve linearly as it approaches commercial launch, and Aurora does not expect it to be 100% prior to commercial launch because certain situations (e.g., flat tires) will always require on-site support.
The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
| | | | | | | | |
Exhibit
No. | | Description |
| | |
| 99.1 | | |
| | |
| 99.2 | | |
| | |
| 104 | | Cover Page Interactive Data File. |
SIGNATURE
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.
Dated: September 28, 2022
| | | | | | | | |
| | |
AURORA INNOVATION, INC. |
| |
| By: | | /s/ Richard Tame |
| Name: | | Richard Tame |
| Title: | | Chief Financial Officer |
Aurora Shares Progress Toward Commercial Launch of Aurora Horizon at 2022 Analyst & Investor Day
Company nears Feature Complete milestone; demonstrates advanced road capabilities and outlines framework to measure progress toward autonomy readiness
DALLAS, TX – September 28, 2022 – Today, Aurora Innovation, Inc. (NASDAQ: AUR) is holding its 2022 Analyst & Investor Day at its autonomous trucking terminal in Dallas. At the event, executives will share details of Aurora’s progress toward the commercial launch of its autonomous trucking service, Aurora Horizon. In addition, attendees will experience Aurora Driver-operated autonomous truck rides along Texas Interstate 45 around Dallas and from Dallas to Houston.
Reporting progress of critical milestones
The Aurora Horizon roadmap to launch outlines key milestones toward delivering a safe, scalable self-driving product for trucking fleets. To close out Q3, today Aurora announced the release of Aurora Driver Beta 4.0 and outlined its Autonomy Readiness Measure, the framework the company committed to sharing, which will enable all stakeholders to measure Aurora’s progress toward the launch of its commercial trucking service, Aurora Horizon.
“We’re making tremendous progress across our technology, pilots, operations, and vehicle platforms, and we’re excited to share these advancements with our analyst and investor community,” said Chris Urmson, CEO and co-founder of Aurora. “We remain focused on launching a safe and scalable product and will continue to hold ourselves to the highest standards for autonomy performance and commercial readiness.”
Aurora Driver Beta 4.0: Nearing Feature Complete
The release of Aurora Driver Beta 4.0 continues to progress the Aurora Driver toward commercial readiness. The technical advancements will enable the Aurora Driver to
autonomously handle unexpected obstacles that vehicles can face on roads every day, including:
●Detecting and maneuvering around a variety of objects and debris on the road.
●Detecting repainted lane lines in complex construction zones.
The beta 4.0 advancements build on previous capabilities, enabling the Aurora Driver to be a safe, courteous, and responsible road user with the ability to quickly and reliably detect and respond to unfamiliar objects and boundaries that can frequently occur. More details on Aurora Driver Beta 4.0 can be found here.
Autonomy Readiness Measure: Progress toward a commercial-ready Aurora Driver
Aurora believes the key to developing autonomous technology for safe, commercial operation is through robust development, testing, and validation through both simulation and on-road driving. The launch bar for the Aurora Driver is a closed Safety Case, which is Aurora’s evidence-based approach to demonstrate that its self-driving vehicles are acceptably safe to operate on public roads. Once Aurora achieves its Feature Complete milestone, expected at the end of Q1 2023, the company will begin sharing an Autonomy Readiness Measure that reflects progress toward the commercial launch of Aurora Horizon.
●Autonomy Readiness Measure: Safety Case percent complete – Each quarter, Aurora will share the percentage of Safety Case claims it has completed.
Once the Aurora Driver is Feature Complete, Aurora also plans to provide a supplemental measure of its on-road autonomy performance as an indicator of its progress in everyday driving scenarios.
●On-road autonomy performance indicator: Percentage of miles in autonomy - Each quarter, Aurora will share this indicator as a supplemental way to track the progress of its technology as the company works toward achieving its launch bar of a closed Safety Case for its commercial launch lane. The Aurora Driver’s autonomy performance indicator is a quarterly measurement, reflected as a percentage of total commercially representative miles driven over the quarter, that incorporates three components:
○Miles driven during the quarter that did not require support, with support meaning human assistance via a vehicle operator touch or other on-site support
○Miles where the vehicle received support but where it’s determined, through internal analysis including simulation, that the support received was not required by the Aurora Driver
○Miles driven in autonomy with remote input from the company’s Aurora Beacon tool
As Aurora has said previously, the company believes there are significant limitations to the data that on-road driving can provide for autonomous development and validation. On-road driving performance alone will not determine when Aurora Horizon launches and the company does not
anticipate that this indicator will be 100% even at launch, because certain situations (e.g., flat tires) will always require on-site support. Aurora fundamentally believes it’s important to build and maintain a strong safety culture. Conducting internal analysis after a vehicle has received support is one of the ways the company furthers this culture, empowering Aurora’s vehicle operators to intervene in the autonomous system without fear of reprisal, including how such support would affect perceived performance.
Aurora’s Analyst & Investor Day presentations will be webcast at ir.aurora.tech, with executive keynotes scheduled to begin at 9:45 a.m. EDT and expected to conclude by 11:45 a.m. EDT. A replay of the webcast will be available for 30 days following the live presentations.
About Aurora
Aurora (Nasdaq: AUR) is delivering the benefits of self-driving technology safely, quickly, and broadly to make transportation safer, increasingly accessible, and more reliable and efficient than ever before. The Aurora Driver is a self-driving system designed to operate multiple vehicle types, from freight-hauling semi-trucks to ride-hailing passenger vehicles, and underpins Aurora Horizon and Aurora Connect, its driver-as-a-service products for trucking and ride-hailing. Aurora is partnered with industry leaders across the transportation ecosystem, including Volvo, PACCAR, Toyota, Uber, FedEx, U.S. Xpress, Schneider, Werner, Covenant, and Uber Freight. To learn more, visit www.aurora.tech.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including but not limited to, those statements around our ability to achieve certain milestones around the development and commercialization of the Aurora Driver on the timeframe we expect or at all, and the metrics that we report to the public in the future. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For factors that could cause actual results to differ materially from the forward-looking statements in this investor letter, please see the risks and uncertainties identified under the heading “Risk Factors” section of Aurora Innovation, Inc.’s (“Aurora”) Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 12, 2022, and other documents filed by Aurora from time to time with the SEC, which are accessible on the SEC website at www.sec.gov. All forward-looking statements reflect our beliefs and assumptions only as of the date of this press release. Aurora undertakes no obligation to update forward-looking statements to reflect future events or circumstances.