0000899243-23-018645.txt : 20230901 0000899243-23-018645.hdr.sgml : 20230901 20230901210010 ACCESSION NUMBER: 0000899243-23-018645 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230822 FILED AS OF DATE: 20230901 DATE AS OF CHANGE: 20230901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK GROUP CORP. CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233856 BUSINESS ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 BUSINESS PHONE: 01181368892260 MAIL ADDRESS: STREET 1: 1-7-1 KAIGAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 105-7537 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK GROUP CORP DATE OF NAME CHANGE: 20150702 FORMER NAME: FORMER CONFORMED NAME: SOFTBANK CORP DATE OF NAME CHANGE: 19980708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK VISION FUND II-2 L.P. CENTRAL INDEX KEY: 0001787613 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233855 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH BUSINESS PHONE: 44 1534 833000 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Management Ltd CENTRAL INDEX KEY: 0001818296 STATE OF INCORPORATION: C0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233853 BUSINESS ADDRESS: STREET 1: 9TH FLOOR, AL SILA TOWER STREET 2: ADGM SQUARE, AL MARYAH ISLAND CITY: ABU DHABI STATE: C0 ZIP: NA BUSINESS PHONE: 00442079659581 MAIL ADDRESS: STREET 1: 9TH FLOOR, AL SILA TOWER STREET 2: ADGM SQUARE, AL MARYAH ISLAND CITY: ABU DHABI STATE: C0 ZIP: NA FORMER NAME: FORMER CONFORMED NAME: SBIA (AD) Ltd DATE OF NAME CHANGE: 20200715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II Aggregator (Jersey) L.P. CENTRAL INDEX KEY: 0001883559 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233854 BUSINESS ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 STREET 2: SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: Y9 JE4 0QH BUSINESS PHONE: (650) 281-4473 MAIL ADDRESS: STREET 1: AZTEC GROUP HOUSE 11-15 STREET 2: SEATON PLACE CITY: ST HELIER STATE: Y9 ZIP: Y9 JE4 0QH REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silver Brick Management PTE. LTD. CENTRAL INDEX KEY: 0001991269 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233852 BUSINESS ADDRESS: STREET 1: 138 MARKET STREET #27-01A CITY: CAPITAGREEN STATE: U0 ZIP: 048926 BUSINESS PHONE: (650) 562-8100 MAIL ADDRESS: STREET 1: 138 MARKET STREET #27-01A CITY: CAPITAGREEN STATE: U0 ZIP: 048926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Global Advisers Ltd CENTRAL INDEX KEY: 0001883884 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233851 BUSINESS ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP BUSINESS PHONE: 44-207-629-0431 MAIL ADDRESS: STREET 1: 69 GROSVENOR STREET CITY: LONDON STATE: X0 ZIP: W1K 3JP FORMER NAME: FORMER CONFORMED NAME: SB Global Advisors Ltd DATE OF NAME CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II Holdings (DE) LLC CENTRAL INDEX KEY: 0001883900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233850 BUSINESS ADDRESS: STREET 1: 1 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: (650) 562-8100 MAIL ADDRESS: STREET 1: 1 CIRCLE STAR WAY CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER NAME: FORMER CONFORMED NAME: SVF II Holdings (DE) L.P. DATE OF NAME CHANGE: 20210920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SVF II Beaver (DE) LLC CENTRAL INDEX KEY: 0001990707 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40143 FILM NUMBER: 231233849 BUSINESS ADDRESS: STREET 1: 300 EL CAMINO REAL CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 562-8100 MAIL ADDRESS: STREET 1: 300 EL CAMINO REAL CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Better Home & Finance Holding Co CENTRAL INDEX KEY: 0001835856 STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163] IRS NUMBER: 933029990 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 646-839-0086 MAIL ADDRESS: STREET 1: 3 WORLD TRADE CENTER STREET 2: 175 GREENWICH STREET, 57TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Acquisition Corp. DATE OF NAME CHANGE: 20201211 FORMER COMPANY: FORMER CONFORMED NAME: Aurora Capital Holding Corp. DATE OF NAME CHANGE: 20201209 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-08-22 0 0001835856 Better Home & Finance Holding Co BETR 0001065521 SOFTBANK GROUP CORP. 1-7-1, KAIGAN MINATO-KU TOKYO M0 105-7537 JAPAN 0 0 1 0 0001787613 SOFTBANK VISION FUND II-2 L.P. CRESTBRIDGE LIMITED, 47 ESPLANADE, ST. HELIER Y9 JE1 0BD JERSEY 0 0 1 0 0001883559 SVF II Aggregator (Jersey) L.P. CRESTBRIDGE LIMITED, 47 ESPLANADE, ST. HELIER Y9 JE1 0BD JERSEY 0 0 1 0 0001818296 SB Management Ltd C/O WALKERS, 190 ELGIN AVENUE GEORGE TOWN E9 KY1-9008 CAYMAN ISLANDS 0 0 1 0 0001991269 Silver Brick Management PTE. LTD. 138 MARKET STREET #27-01A CAPITAGREEN U0 048926 SINGAPORE 0 0 1 0 0001883884 SB Global Advisers Ltd 69 GROSVENOR STREET, LONDON X0 W1K 3JP UNITED KINGDOM 0 0 1 0 0001883900 SVF II Holdings (DE) LLC 251 LITTLE FALLS DRIVE, WILMINGTON DE 19808 0 0 1 0 0001990707 SVF II Beaver (DE) LLC 251 LITTLE FALLS DRIVE WILMINGTON DE 19808 0 0 1 0 Class B Common Stock Class A Common Stock 55188435 I By SVF II Beaver (DE) LLC Class C Common Stock Class A Common Stock 6877283 I By SVF II Beaver (DE) LLC Convertible Notes 2028-08-15 Class A Common Stock 57454939 I By SB Northstar LP Warrants 11.50 2023-09-22 2028-08-22 Class A Common Stock 675000 I By SB Northstar LP Each outstanding share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock or Class C Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value. SoftBank Group Corp., which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SB Global Advisers Limited, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II Beaver (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Beaver (DE) LLC. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SVF II Beaver (DE) LLC. Each outstanding share of Class C Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, except for certain permitted transfers, whether or not for value. The Convertible Notes are convertible (1) any time on or after August 22, 2024, (2)(a) in the event of certain distributions to the holders of the Class A Common Stock, (2)(b) in the event of certain fundamental change events, and (3) in the event the Issuer redeems the Convertible Notes at a redemption price of 115% of par plus accrued interest in cash, at any time on or before the 30th trading day prior to the maturity date of the Convertible Notes if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 trading day period ending on, and including, the trading day immediately preceding the date of notice of optional redemption. The Convertible Notes are convertible, at the option of the holder, into shares of Class A Common Stock, with an initial conversion rate per $1,000 of the $528,585,444 principal amount of Convertible Notes equal to (a) $1,000 divided by (b) a dollar amount equal to 115% of the average daily VWAP over the 20 VWAP trading days immediately prior to August 22, 2024 (the "First Anniversary VWAP"), subject to adjustments as described therein. The Indenture provides that the First Anniversary VWAP may be no less than $8.00 and no greater than $12.00, subject to adjustments as described therein. The number of shares of Class A Common Stock presented herein assumes a First Anniversary VWAP of $8.00. SoftBank Group Corp. is the parent company of Silver Brick Management PTE. LTD., which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP's investments. As a result of these relationships, each of these entities may be deemed to share beneficial ownership of the securities held of record by SB Northstar LP. SoftBank Group Corp., By : /s/ Yuko Yamamoto, Head of Corporate Legal Department 2023-09-01 SB Global Advisers Limited, By : /s/ Alex Clavel, as Director 2023-09-01 SoftBank Vision Fund II-2 L.P., By : /s/ SB Global Advisers Limited, its Manager, By : /s/ Alex Clavel, as Director 2023-09-01 SVF II Aggregator (Jersey) LP, By : /s/ Michael Johnson, as Director 2023-09-01 SVF II Holdings (DE) LLC, By : /s/ Jonathan Duckles, as Director 2023-09-01 SVF II Beaver (DE) LLC, By : /s/ Jonathan Duckles, as Director 2023-09-01 Silver Brick Management PTE. LTD., By : /s/ Kozo Aramaki, as Director 2023-09-01 SB Northstar LP, By : /s/ Stephen Lam, as Director 2023-09-01