Sunup Announces Proposed Public Offering and$ 600 Million Concurrent Private Placement of Class A Common Stock

PITTSBURGH–( BUSINESS WIRE)– Aurora Innovation, Inc.( Nasdaq AUR) moment blazoned that it has commenced an underwritten public immolation of over to$ 200 million of its Class A common stock. sunup intends to grant the backers a 30-day option to buy up to a fresh 15 of the shares to be vented in the proposed public immolation. All of the shares of Class A common stock in this immolation will be vented by Sunup. The proposed immolation is subject to request and other conditions, and there can be no assurance as to whether or when the immolation may be completed, or as to the factual size or terms of the immolation.

Concurrent with the proposed public immolation, sunup also entered into a common stock purchase agreement with certain institutional and strategic investors, realities combined with two of Aurora’s directors, and new institutional investors to issue and vend roughly$ 600 million of its Class A common stock at a price per share equal to the lower of( i)$2.70 and( ii) a 10 reduction to the price per share in the underwritten public immolation, through a private placement. The trade of these shares of Class A common stock won’t be registered under the Securities Act of 1933, as amended( the “ Securities Act ”). The concurrent private placement is anticipated to close on July 21, 2023. The concurrent private placement isn’t conditioned on the ending of the public immolation but is subject to other customary ending conditions.

The shares of Class A common stock in the proposed underwritten public immolation are being offered by Sunup pursuant to a Registration Statement on Form S- 3 preliminarily filed and declared effective by theU.S. Securities and Exchange Commission( the “ SEC ”), and Sunup will file a primary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed underwritten public immolation, clones of which can be penetrated for free through the SEC’s website When available, clones of the primary prospectus supplement and the accompanying prospectus relating to the underwritten public immolation may also be attained from Goldman Sachs &Co. LLC, Attention Prospectus Department, 200 West Street, New York, New York 10282- 2198; or Allen & Company LLC, Attention Prospectus Department, 711 Fifth Avenue New York, New York 10022.

This press release doesn’t constitute an offer to vend or a supplication of an offer to buy, nor will there be any trade of the shares of Class A common stock in any state or other governance in which similar offer, supplication, or trade would be unlawful before enrollment or qualification under the securities laws of any similar state or governance.

The Class A common stock to be vented in the concurrent private placement hasn’t been registered under the Securities Act, or any state or other applicable governance’s securities laws and may not be offered or vented in the United States absent enrollment or applicable impunity from the enrollment conditions of the Securities Act and applicable state or other authorities ’ securities laws. coincidently with the prosecution of the common stock purchase agreement, sunup and the investors entered into an enrollment rights agreement pursuant to which sunup has agreed to file an enrollment statement with the SEC registering the resale of the shares ended in the concurrent private placement. Any immolation of the shares ended in the concurrent private placement under the resale enrollment statement will only be made by means of a prospectus.

Forward-Looking Statements

This press release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. similar statements include, but aren’t limited to the timing, pricing and size of the immolation. These forward-looking statements are neither pledges nor guarantees and are subject to a variety of pitfalls and misgivings, including but not limited to whether or not sunup will be suitable to raise capital through the trade of Class A common stock or consummate the proposed immolations; the final terms of the immolations; and its prospects with respect to granting the backers a 30- day option to buy fresh shares of Class A common stock; the satisfaction of ending conditions; and other pitfalls. Information regarding the foregoing and fresh pitfalls are described in the threat Factor sections of the primary prospectus supplement for the underwritten public immolation to be filed with the SEC, and the documents incorporated by reference therein, including without limitation those pitfalls and misgivings linked in the “ threat Factors ” section of Aurora’s Registration Statement on Form S- 3 declared effective by the SEC on April 11, 2023, the accompanying prospectus, Aurora’s Annual Report on Form 10- K filed with the SEC on February 21, 2023, Aurora’s Quarterly Report on Form 10- Q filed with the SEC on May 4, 2023, and other forms that Aurora makes with the SEC from time to time. All forward-looking statements reflect Aurora’s beliefs and hypotheticals only as of the date of this press release. sunup undertakes no obligation to modernize forward-looking statements to reflect unborn events or circumstances.

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