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