UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02(a). | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
In connection with the preparation of the financial statements of Aurora Acquisition Corp. (the “Company”) for the year ended December 31, 2022, the Company’s management and its advisors determined that certain errors relating to expenses were not properly recorded in the period in which they occurred. After further review and taking into consideration the amounts of the expenses and that they included a related-party transaction, on March 26, 2023, the Audit Committee (the “Audit Committee”) of the board of directors of the Company (the “Board”) and the Board, in consultation with the Company’s management and its advisors, concluded that the Company’s previously issued financial statements issued in connection with: (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, originally filed on March 25, 2022 (the “2021 Form 10-K”); and (ii) the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2021, March 31, 2022, June 30, 2022 and September 30, 2022, originally filed on November 15, 2021, May 16, 2022, August 15, 2022 and November 14, 2022, respectively (collectively, the “Affected Periods”) should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), which the Company will file with the SEC as soon as practicable.
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Company’s initial public offering.
The Company’s management has concluded that, in light of the errors described above, a material weakness exists in the Company’s internal control over financial reporting for the Affected Periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02(a) with Marcum LLP, the Company’s independent registered public accounting firm.
Cautionary Statement Regarding Forward-Looking Information
This current report on Form 8-K contains “forward-looking statements.” 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 restatements) 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: March 29, 2023
| By: |
/s/ Arnaud Massenet | |
| Name: | Arnaud Massenet | |
| Title: | Chief Executive Officer |