References in this quarterly report on Form
10-Q
(this "Quarterly Report") to "we," "us" or the "Company" refer to Aurora
Technology Acquisition Corp. References to our "management" or our "management
team" refer to our officers and directors, and references to the "Sponsor" refer
to ATAC Sponsor LLC. The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the financial statements and the notes thereto contained elsewhere in this
Quarterly Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and
uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's registration statement and prospectus for the IPO (as defined below) filed with the U.S. Securities and Exchange Commission (the "SEC"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are Cayman Islands exempted company incorporated on August 6, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses. While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search on targets founded by Asian or Asian American entrepreneurs who are building a global enterprise supported by forward thinking vision and innovative technology in predictable growth businesses with substantial revenue potential in frontier technologies including but not limited to artificial intelligence, blockchain, quantum computing, and electric vehicles. We intend to effectuate our initial business combination using cash from the proceeds of the IPO (as defined below) and the private placement of Private Placement Warrants (as defined below), our capital stock, debt or a combination of cash, stock and debt.



On February 9, 2022, we consummated our initial public offering (the "IPO") of
20,200,000 of our units (the "Units") which includes the partial exercise of the
underwriters' over-allotment option. Each Unit consisted of one Class A ordinary
share, one redeemable warrant entitling the holder to purchase
one-half
of one Class A ordinary share at a purchase price of $11.50 per whole share (the
"Public Warrants"), and one right to acquire
one-tenth
(1/10) of one Class A ordinary share. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $202,000,000.

On March 17, 2022, we announced that the holders of the Units may elect to separately trade the Class A ordinary shares, Public Warrants and rights included in the Units, commencing on March 21, 2022. Any Units not separated continue to trade on the Nasdaq Stock Market LLC ("Nasdaq") under the symbol "ATAKU." Any underlying Class A Ordinary Shares, Public Warrants and Rights that are separated trade on the Nasdaq under the symbols "ATAK," "ATAKW" and "ATAKR," respectively.


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At March 31, 2022, we had cash of $593,773, prepaids of $668,590, and cash held in a Trust Account of $204,020,000, current liabilities of $315,904, deferred underwriting commission payable of $7,070,000 and $2,143,952 of warrant liabilities. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 6, 2021 (inception) through March 31, 2022 were organizational activities, those necessary to prepare for the IPO, described below, and after the IPO, identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2022, we had net income of $3,097,637, which consists of formation and operating expenses of $797,398, offset by a gain of $3,636,595 for the change in fair value of the warrant liability and a gain of $258,440 for the extinguishment of the over-allotment liability.

Liquidity and Capital Resources



On February 9, 2022, we consummated our IPO of 20,200,000 of Units, which
includes the partial exercise of the underwriters' over-allotment option. Each
Unit consists of one Class A ordinary share, one Public Warrant entitling the
holder to purchase
one-half
of one Class A ordinary share at a purchase price of $11.50 per whole share, and
one right to acquire
one-tenth
(1/10) of one Class A ordinary share. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $202,000,000.

Simultaneously with the consummation of the IPO, we consummated the private placement ("Private Placement") of 6,470,000 warrants (the "Private Placement Warrants") at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,470,000. The Private Placement Warrants were sold to the Sponsor. The Private Placement Warrants are identical to the Public Warrants sold in the IPO as part of the Units, except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor or its permitted transferees.

Following the closing of the IPO and the private placement of Private Placement Warrants, an aggregate amount of $204,020,000 has been placed in the trust account (the "Trust Account") established in connection with the IPO. Transaction costs amounted to $29,192,787 consisting of $2,525,000 of underwriting fees, $7,070,000 of deferred underwriting fees, over-allotment option liability of $258,440, $3,030,000 for issuance of representative shares, $15,596,420 fair value of rights underlying the Units, and $712,927 of actual offering costs. In addition, $1,468,333 of cash was held outside of the Trust Account, which is available for the payment of offering costs and for working capital purposes. As a result of the underwriters' partial exercise of the over-allotment option, 50,000 Class B ordinary shares are no longer subject to forfeiture.

As of March 31, 2022, we had marketable securities held in the Trust Account of $204,020,000 consisting of money market funds which invest U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through March 31, 2021, we have not withdrawn any interest earned on the Trust Account.

For the three months March 31, 2022, net cash used in operating activities was $747,168. Net income of $3,097,637 was affected by offering costs allocation of $516,746, a change in the fair value of our warrant liability of $3,636,595, gain on extinguishment of the over-allotment liability of $258,440, an increase in prepaid assets of $668,590, offset by an increase in accounts payable and accrued expenses of $202,073.

For the three months March 31, 2022, net cash used in investing activities was $204,020,000 for our investment in the Trust Account.


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For the three months March 31, 2022, net provided by in financing activities was $205,295,568 primarily from the sale of the Units and Private Placement Warrants in the amount of $205,945,000, net of underwriting discounts as well as receipt of the related party receivable of $22,199. This was offset by the $265,000 repayment of a related party promissory note, and payment of $406,631 in deferred offering costs which includes a decrease in accrued offering costs of $1,106.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2022, we had cash of $593,773 outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with initial business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into private placement warrant at a price of $1.00 per private placement warrant, at the option of the lender. The private placement warrants would be identical to the Private Placement Warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating the initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.



Off-Balance
Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of March 31, 2022. We do not participate in transactions
that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support. We began incurring these fees on February 9, 2022 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination and our liquidation.


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The underwriter of the IPO is entitled to a deferred discount of $0.35 per Unit, or $7,070,000 in the aggregate. The deferred discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities



We account for the warrants underlying the Units and the private placement
warrants in accordance with the guidance contained in ASC 815 under which the
public warrants and the private placement warrants do not meet the criteria for
equity treatment and must be recorded as liabilities. Under ASC
815-40,
the public warrants and the private placement warrants are not indexed to our
ordinary shares in the manner contemplated by ASC
815-40
because the holder of the instrument is not an input into the pricing of a
fixed-for-fixed
option on equity shares. Accordingly, we classify the public warrants and the
private placement warrants as liabilities at their fair value and adjust the
public warrants and the private placement warrants to fair value at each
reporting period. These liabilities are subject to
re-measurement
at each balance sheet date until exercised, and any change in fair value is
recognized in our statement of operations. Subsequent to our initial public
offering, the private placement warrant value is based on the public trading
value. The Company utilized the Black Scholes Merton simulation model to value
the private placement warrants as of March 31, 2022.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480. Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's balance sheet.

Net Income (Loss) per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at March 31, 2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust account earnings. The Company has not considered the effect of the warrants sold in the initial public offering and the private placement to purchase an aggregate of 6,470,000 private placement warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.


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The Company's statement of operations includes a presentation of net income
(loss) per ordinary share subject to possible redemption and allocates the net
income (loss) into the two classes of shares in calculating net earnings (loss)
per ordinary share, basic and diluted. For redeemable Class A ordinary shares,
net earnings (loss) per ordinary share is calculated by dividing the net loss by
the weighted average number of Class A ordinary shares subject to possible
redemption outstanding since original issuance. For
non-redeemable
Class A ordinary shares, net income per share is calculated by dividing the net
income by the weighted average number of
non-redeemable
Class A ordinary shares outstanding for the period. Nonredeemable Class A
ordinary shares include the representative shares issued to Maxim at the closing
of the initial public offering. For
non-redeemable
Class B ordinary shares, net earnings (loss) per share is calculated by dividing
the net loss by the weighted average number of nonredeemable Class B ordinary
shares outstanding for the period.
Non-redeemable
Class B ordinary shares include the founder shares as these shares do not have
any redemption features and do not participate in the income earned on the trust
account.

Recent Accounting Standards



In August 2020, the Financial Accounting Standards Board issued ASU
No. 2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity"
("ASU
2020-06"),
which simplifies accounting for convertible instruments by removing major
separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to
qualify for the derivative scope exception, and it also simplifies the diluted
earnings per share calculation in certain areas. ASU
2020-06
is effective for smaller reporting companies for fiscal years beginning after
December 15, 2023 including interim periods within those fiscal years. We are
currently assessing the impact, if any, that ASU
2020-06
would have on our financial position, results of operations or cash flows.

Our management does not believe that there are any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our balance sheet.

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