QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one Class A Ordinary Shares, and one Right to acquire one-tenth of one Class A Ordinary Share |
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one-tenth of one Class A Ordinary Share |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
Page |
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27 |
March 31, 2022 |
December 31, 2021 |
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(unaudited) |
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ASSETS |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses – current |
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Total Current Assets |
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Non-current assets |
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Cash and marketable securities held in Trust Account |
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Prepaid expenses – non-current |
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Deferred offering costs |
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Total Non-current Assets |
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Total Assets |
$ |
$ |
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LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Promissory note – related party |
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Total Current Liabilities |
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Non-Current liabilities |
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Warrant Liability |
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Deferred underwriter fee payable |
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Total Non-current Liabilities |
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Total Liabilities |
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Commitments and Contingencies (Note 8) |
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Class A ordinary shares subject to possible redemption; $ and of $per share at March 31, 2022 and December 31, 2021, respectively |
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Shareholders’ (Deficit) Equity |
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Preference shares, $ |
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Class A ordinary shares, $ and and |
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Class B ordinary shares, $ and shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||
Formation and operating costs |
$ | |||
Loss from operations |
( |
) | ||
Other income : |
||||
Change in fair value of warrant liability |
||||
Gain on extinguishment of over-allotment liability |
||||
Other income , net |
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Net income |
$ |
|||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption |
$ |
|||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares |
||||
Basic and diluted net income per share, non-redeemable ordinary shares |
$ |
|||
Class A Ordinary Shares Subject to Possible Redemption |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Equity (Deficit) |
||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||||||||||||
Balance – January 1, 2022 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||||||||||
Issuance of Class A ordinary shares |
— | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||
Forfeiture of Class B shares issued to Sponsor |
— | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Issuance of Representative Shares |
— | — | — | — | — | ||||||||||||||||||||||||||||||||
Rights underlying the Units |
— | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Net income |
— |
— |
— | — | — |
— |
— |
||||||||||||||||||||||||||||||
Balance – March 31, 2022 (unaudited) |
$ |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
Cash Flows from Operating Activities: |
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Net income |
$ | |||
Adjustments to reconcile net income to net cash used in operating activities: |
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Allocation of deferred offering costs for warrant liability |
||||
Change in fair value of warrant liability |
( |
) | ||
Gain on extinguishment of OA liability |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of Class A ordinary shares to Sponsor |
||||
Payment of underwriting fee |
( |
) | ||
Payment of Promissory Note |
( |
) | ||
Payment of deferred offering costs |
( |
) | ||
Proceeds from sale of Private Warrants |
||||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash – Beginning |
||||
Cash – Ending |
$ |
|||
Non-Cash Investing and Financing Activities: |
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Initial measurement of Class A ordinary shares subject to possible redemption |
$ | |||
Initial measurement of public warrants and private placement warrants |
$ | |||
Deferred underwriting fee payable |
$ | |||
Remeasurement of Class A ordinary shares subject to possible redemption |
$ |
|||
Forfeiture of Founder Shares |
$ | ( |
) | |
Issuance of Representative Shares |
$ | |||
Deferred offering costs included in accrued offering costs |
$ |
Gross proceeds from initial public offering |
$ |
|||
Less: |
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Proceeds allocated to public warrants |
( |
) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemptio n |
( |
) | ||
Fair value allocated to rights |
( |
) | ||
Plus: |
||||
Proceeds allocated to private warrants |
||||
Re-measurement of Class A ordinary shares subject to possible redemption |
||||
Class A ordinary shares subject to possible redemption, March 31, 2022 |
$ |
|||
Three Months Ended March 31, 2022 |
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Class A ordinary shares subject to possible redemption |
||||
Numerator: Income attributable to Class A ordinary shares subject to possible redemption |
||||
Net income |
$ | |||
Net income attributable to Class A ordinary shares subject to possible redemption |
$ | |||
Denominator: Weighted average Class A ordinary shares subject to possible redemption |
||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
||||
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption |
$ | |||
Non-Redeemable ordinary shares |
||||
Numerator: Net income |
||||
Net income |
$ | |||
Net income attributable to non-redeemable Class A and Class B ordinary shares |
$ | |||
Denominator: Weighted average non-redeemable ordinary shares |
||||
Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares |
||||
Basic and diluted net income per share, non-redeemable ordinary shares |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon not less than |
• | if, and only if, the last sale price of our ordinary shares equals or exceeds $ sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any |
Public Warrants |
Private Placement Warrants |
Warrant Liability |
||||||||||
Derivative warrant liabilities at December 31, 2021 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
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Initial fair value at issuance of public and private placement warrants |
||||||||||||
|
|
|
|
|
|
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Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
Transfer of public warrants to Level 1 measurement |
( |
) | ( |
) | ||||||||
Level 3 derivative warrant liabilities as of March 31, 2022 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
(Level 1) |
(Level 2) |
(Level 3) |
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Assets |
||||||||||||
Cash and marketable securities held in trust account |
$ |
$ |
$ |
|||||||||
Liabilities |
||||||||||||
Public Warrants |
$ |
$ |
$ |
|||||||||
Private Placement Warrants |
$ |
$ |
$ |
Public Warrants |
Private Placement Warrants |
Total Derivative Warrant Liability |
||||||||||
Fair value at August 6, 2021 (inception) |
||||||||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities as of December 31, 2021 |
$ | $ | $ | |||||||||
Initial fair value at issuance |
||||||||||||
Change in fair value |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Derivative warrant liabilities as of March 31, 2022 |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Private Placement Warrants |
||||
March 31, |
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Input |
2022 |
|||
Ordinary share price |
$ | |||
Exercise price |
$ | |||
Risk-free rate of interest |
% | |||
Volatility |
% | |||
Term |
||||
Warrant to buy one share (unadjusted for the probability of dissolution) |
$ | |||
Dividend yield |
% |
No. |
Description of Exhibit | |
31.1* | ||
31.2* | ||
32.1* | Certification of Principal Executive Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* | Filed herewith. |
AURORA TECHNOLOGY ACQUISITION CORP. | ||||||
Date: May 24, 2022 | By: | /s/ Zachary Wang | ||||
Name: | Zachary Wang | |||||
Title: | Chief Executive Officer | |||||
Date: May 24, 2022 | By: | /s/ Yida Gao | ||||
Name: | Yida Gao | |||||
Title: | Chief Financial Officer |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zachary Wang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aurora Technology Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: May 24, 2022
/s/ Zachary Wang |
Zachary Wang |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yida Gao, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Aurora Technology Acquisition Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
b) (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: May 24, 2022
/s/ Yida Gao |
Yida Gao |
Chief Financial Officer |
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurora Technology Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the Report), I, Zachary Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Dated: May 24, 2022
/s/ Zachary Wang |
Zachary Wang |
Chief Executive Officer |
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurora Technology Acquisition Corp. (the Company) on Form 10-Q for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (the Report), I, Yida Gao, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
Dated: May 24, 2022
/s/ Yida Gao |
Yida Gao |
Chief Financial Officer |
(Principal Financial Officer) |