Who Led Aurora’s Latest Investment Round?

Every month or two, I pull up the SEC EDGAR filings for Aurora, the main company besides Kodiak in the autonomous trucking space.

What I keep hoping to learn is who or what lead the $820 million investment round Aurora announced over the summer.

I only realized today that I will never see that information, because the original press release on the investment round is explicit that whoever led the round has somehow invested $600 million in a public company in a way that does not require SEC reporting.

Concurrent with the public offering, Aurora sold 222,222,216 shares of its Class A common stock in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), at a sale price equal to $2.70 per share.

I don’t really understand how that is possible, since the SEC website is itself quite explicit:

If your company has registered a class of its equity securities under the Exchange Act, shareholders who acquire more than 5% of the outstanding shares of that class must file beneficial owner reports on Schedule 13D or 13G until their holdings drop below 5%.

A $600 million investment in Aurora, would be well above the 5% reporting threshold – Aurora’s current market cap is $2.7 billion, and even its peak market cap for the year-to-date is only double that.

I guess some securities lawyer figured out a way to do this without reporting it.