S-4/A 1 d154116ds4a.htm S-4/A S-4/A
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As filed with the Securities and Exchange Commission on November 10, 2021

Registration No. 333-258423

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 3

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Aurora Acquisition Corp.(1)

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands(1)   73709   N/A

(State or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

20 North Audley Street

London W1K 6LX, United Kingdom, +44 20 3931 9785

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

MaplesFS

4001 Kennett Pike, Suite 302

Wilmington, DE 19807

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Carl P. Marcellino

Elizabeth Todd

Ropes & Gray LLP

1211 Avenue of the Americas
New York, NY 10036-8704

(212) 596-9000

 

and

 

  Michael Johns
Maples and Calder
P.O. Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Tel: (345) 949-8066
 

Mitchell S. Eitel

Sarah P. Payne

Jared M. Fishman

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

Adam Eastell

Derek Liu

Baker McKenzie LLP

100 New Bridge Street

London EC4V 6JA

United Kingdom

+44 20 7919 1000

   

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF

AURORA ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR SHARES OF CLASS A COMMON STOCK, SHARES OF CLASS B COMMON STOCK, SHARES OF CLASS C COMMON STOCK, AND REDEEMABLE WARRANTS OF AURORA ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “BETTER HOME & FINANCE HOLDING COMPANY” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

 

 

The board of directors of Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora” and, after the Domestication and/or the Business Combination, as described below, “Better Home & Finance Holding Company” or “Better Home & Finance”), has unanimously approved (1) the domestication of Aurora as a Delaware corporation (the “Domestication”); (2) each of the mergers of (x) Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora (“Merger Sub”), with and into Better Holdco, Inc., a Delaware corporation (“Better”) (the “First Merger”), with Better surviving the First Merger as a wholly owned subsidiary of Aurora and (y) Better with and into Aurora (the “Second Merger” and, together with the First Merger, the “Mergers”), with Aurora surviving the Second Merger, in each case, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora, Merger Sub and Better, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, Aurora will change its name to “Better Home & Finance Holding Company.”

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class A ordinary shares”) will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Better Home & Finance (the “Better Home & Finance Class A common stock”); (2) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aurora (the “Better Home & Finance Class B common stock”), will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock; (3) the terms of the Better Home & Finance Class B common stock will be modified to, among other things, provide that each share of Better Home & Finance Class B common stock will carry three votes per share; (4) a new class of non-voting common stock, the Better Home & Finance Class C common stock, par value $0.0001 per share, will be created (the “Better Home & Finance Class C common stock”) and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements; (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance warrant, pursuant to the Warrant Agreement; and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and one-quarter of one Better Home & Finance warrant. Accordingly, this proxy statement/prospectus covers (1) 24,300,287 shares of Better Home & Finance Class A common stock to be issued to the shareholders of Aurora in the Domestication and (2) 6,075,072 Better Home & Finance warrants to be issued to the shareholders of Aurora in the Domestication.

The aggregate merger consideration (“Aggregate Merger Consideration”) will consist, among other things, of (1) an amount in cash equal to $950,000,000, as adjusted in accordance with the Merger Agreement (the “Cash Consideration”) and (2) a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 595,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (as defined below) (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, the Cash Consideration and the Stock Consideration (as described further in the immediately succeeding paragraph); (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio into warrants to purchase shares of Better Home & Finance Class A common stock. The portion of the Aggregate Merger Consideration reflecting the conversion of the Better Awards is calculated assuming that the exercise price for all Better Options is paid on a net-exercise basis (although the exercise price thereof may by their terms be paid in cash, resulting in additional dilution). In connection with the Mergers, Better Stockholders will have the ability to receive the stock portion of the Aggregate Merger Consideration in the form of Better Home & Finance Class B common stock or in the form of Better Home & Finance Class C common stock. In addition, any Better Stockholder that is a bank holding company will be entitled to elect to receive Better Home & Finance Class A common stock in lieu of Better Home & Finance Class B common stock. The Better Home & Finance Class B common stock will have the same economic terms as the Better Home & Finance Class A common stock, but the Better Home & Finance Class B common stock will carry three votes per share while the Better Home & Finance Class A common stock will carry one vote per share. The Better Home & Finance Class C common stock will have the same economic terms as the Better Home & Finance Class A common stock and Better Home & Finance Class B common stock, but the Better Home & Finance Class C common stock will carry no voting rights except as required by applicable law or as provided in the Proposed Certificate of Incorporation (as defined below).

With respect to the Better Awards, all (i) options to purchase shares of Better common stock (“Better Options”), (ii) restricted stock units based on shares of Better common stock (“Better RSUs”) and (iii) restricted shares of Better common stock (“Better Restricted Stock Awards”) outstanding as of immediately prior to the Mergers (together, the “Better Awards”) will be converted into (a) options to purchase shares of Better Home & Finance Class B common stock (“Better Home & Finance Options”), (b) restricted stock units based on shares of Better Home & Finance Class B common stock (“Better Home & Finance RSUs”) and (c) restricted shares of Better Home & Finance Class B common stock (“Better Home & Finance Restricted Stock Awards”), respectively. In addition, existing warrants to purchase shares of capital stock of Better (“Better Warrants”) outstanding as of immediately prior to the Mergers will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted into warrants to purchase shares of Better Home & Finance Class A common stock (“Better Home & Finance Warrants”). Accordingly, this proxy statement/prospectus also relates to the issuance by Better Home & Finance of up to [●] shares of Better Home & Finance Class B common stock in respect of Better RSUs, up to [●] shares of Better Home & Finance Class B common stock in respect of Better Restricted Stock Awards, up to [●] shares of Better Home & Finance Class B common stock upon the exercise of the Better Home & Finance Options following the Mergers and up to [●] shares of Better Home & Finance Class A common stock upon the exercise of the Better Home & Finance Warrants following the Mergers. See the section entitled “BCA Proposal—The Merger Agreement—Consideration—Treatment of Better Options, Restricted Stock Awards, Restricted Stock Unit Awards and Better Warrants.”

The Aurora units, Aurora Class A ordinary shares and Aurora warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “AURCU,” “AURC” and “AURCW,” respectively. Aurora will apply for listing, to be effective at the time of the Business Combination, of the Better Home & Finance Class A common stock and Better Home & Finance Warrants on Nasdaq under the proposed symbols “BETR” and “BETRW,” respectively. It is a condition of the consummation of the Business Combination described above that Aurora receives confirmation from Nasdaq that the securities have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that Aurora will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the business combination described above will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

 

 

This proxy statement/prospectus provides shareholders of Aurora with detailed information about the proposed business combination and other matters to be considered at the extraordinary general meeting of Aurora. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 71 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                , 2021, and is first being mailed to Aurora’s shareholders on or about                , 2021.


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AURORA ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 366813)

20 North Audley Street

London W1K 6LX

United Kingdom

Dear Aurora Acquisition Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company (“Aurora”), at [●] [a.m./p.m.], Eastern Time, on [●], 2021, at [●], or virtually via live webcast at [●], or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, Aurora shareholders will be asked to consider and vote upon a proposal, which is referred to herein as the “BCA Proposal,” to approve and adopt the Agreement and Plan of Merger, dated as of May 10, 2021 (as the same may be amended, the “Merger Agreement”), by and among Aurora, Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora (“Merger Sub”), and Better Holdco, Inc., a Delaware corporation (“Better”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of Aurora to Delaware, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora (the “First Merger”), and (y) Better with and into Aurora, with Aurora surviving the merger (the “Second Merger” and, together with the First Merger, the “Mergers”), in each case in accordance with the terms and subject to the conditions of the Merger Agreement, as more fully described elsewhere in the accompanying proxy statement/prospectus.

As a condition to the consummation of the Mergers, the board of directors of Aurora has unanimously approved a change of Aurora’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination and Domestication, Aurora will change its name to “Better Home & Finance Holding Company.” As used in the accompanying proxy statement/prospectus, “Better Home & Finance Holding Company” or “Better Home & Finance” refers to Aurora after the Domestication and/or the Business Combination, including after such change of name, as applicable.

As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Better Home & Finance (the “Better Home & Finance Class A common stock”), (2) each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of Aurora (the “Aurora Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock, (3) the terms of the Better Home & Finance Class B common stock will carry three votes, (4) a new class of non-voting stock, the Better Home & Finance Class C common stock, par value $0.0001 per share, will be created (the “Better Home & Finance Class C common stock”) and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements, (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance warrant, pursuant to the Warrant Agreement and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and one-quarter of one Better Home & Finance warrant. As used herein, “public shares” will mean the Aurora Class A ordinary shares (including those that underlie the Aurora units) that were registered pursuant to the Registration Statements on Form S-1 (333-253106) and the shares of Better Home & Finance


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Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see the section entitled “Domestication Proposal.”

You will also be asked to consider and vote upon (1) four separate proposals to approve to the Cayman Constitutional Documents being amended and restated by their the deletion in their entirety and the substitution in their place the proposed certificate of incorporation and bylaws of Aurora together with material differences between Aurora’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Aurora (collectively, the “Organizational Documents Proposals”), (2) a proposal to approve for purposes of complying with the applicable provisions of Section 5635 of the Nasdaq Listed Company Manual, the issuance of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock, as applicable, to (a) the PIPE Investors, including the Sponsor, pursuant to the PIPE Investment and (b) the stockholders of Better pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (3) a proposal to approve and adopt the 2021 Incentive Equity Plan (the “Incentive Equity Plan Proposal”), (4) a proposal to approve and adopt the 2021 Employee Stock Purchase Plan (the “ESPP Proposal”) and (5) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). In addition, Aurora Class B ordinary shareholders will be asked to vote on a proposal to elect 8 directors who, upon consummation of the Business Combination, will be the directors of Better Home & Finance (the “Director Election Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

As a result of and upon the Closing, among other things, all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, except as described under “BCA Proposal—Related Agreements—PIPE Subscription Agreement,” an amount in cash, shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock, Better Home & Finance Class C common stock, as applicable, or a combination thereof, as adjusted in accordance with the Merger Agreement, which in the aggregate will equal an amount in cash equal to $950,000,000, subject to adjustment as described in “BCA Proposal—The Merger Agreement—Consideration” (the “Cash Consideration”) and a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 595,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, the Cash Consideration and the Stock Consideration; (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio into warrants to purchase shares of Better Home & Finance Class A common stock. The portion of the Aggregate Merger Consideration reflecting the conversion of the Better Awards is calculated assuming that the exercise price for all Better Options is paid on a net-exercise basis (although the exercise price thereof may by their terms be paid in cash, resulting in additional dilution). The total amount of cash and shares will not be adjusted or increased for additional equity issuances by Better which are permitted prior to Closing of the Business Combination under the terms of the Merger Agreement.


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In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”). For additional information, see the section entitled “BCA Proposal—Related Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, a holder (a “public shareholder”) of public shares, which excludes shares held by Novator Capital Sponsor Ltd., a Cyprus limited liability company (the “Sponsor”), may request that Aurora redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, Aurora’s transfer agent, Better Home & Finance will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aurora—Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and the Major Aurora Shareholders (consisting of Shravin Mittal who owns his shares through Unbound HoldCo Ltd. and is also a member of the board of directors of Aurora), have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement, dated as of May 10, 2021, a copy of which is attached as Annex E to this proxy statement/prospectus (the “Aurora Holder Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and Shravin Mittal who owns his shares through Unbound HoldCo Ltd. own 20% and 6.2% of the issued and outstanding ordinary shares, respectively. The Sponsor has also agreed to backstop the redemption as described in the section entitled “BCA Proposal—Related Agreements—Redemption Subscription Agreement” beginning on page 161 of this proxy statement/prospectus.

The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, that as of the Closing, (i) the amount of cash held in the trust account will equal at least (A) $278,002,869.60, including, if applicable, $8,505,100 in deferred underwriting commissions and other fees currently being held in the trust account (such amount, the “Trust Amount”) plus (B) $1,500,000,000 (such total amount, the “Minimum Available Cash Amount” and such condition, the “Minimum Cash Condition”) and


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(ii) pursuant to the Cayman Constitutional Documents, Aurora’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including the absence of a material adverse effect on Better and the approval of the Merger Agreement and the transactions contemplated thereby, by (a) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Better Capital Stock voting as a single class and on an as-converted basis, (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of each of the outstanding shares of Better voting preferred stock, each voting as a single class, and (c) the affirmative vote or written consent of the holders of at least (i) a majority of the voting power of the outstanding shares of Better preferred stock (other than the series C-7 preferred stock and series D-3 preferred stock), voting as a single class and (ii) a majority of the voting power of the outstanding shares of series D preferred stock, series D-2 preferred stock and series D-4 preferred stock, voting as a single class, in each case in clauses (a) through (c), in accordance with the terms and subject to the conditions of Better’s Governing Documents and applicable law. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

Aurora is providing the accompanying proxy statement/prospectus and accompanying proxy card to Aurora’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by Aurora’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of Aurora’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 71 of this proxy statement/prospectus.

After careful consideration, the board of directors of Aurora has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aurora’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aurora, you should keep in mind that Aurora’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of holders of at least a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.


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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person or virtually.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AURORA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of Aurora’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Arnaud Massenet

Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to shareholders on or about                 , 2021.


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AURORA ACQUISITION CORP.

A Cayman Islands Exempted Company

(Company Number 366813)

20 North Audley Street

London W1K 6LX

United Kingdom

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON [], 2021

TO THE SHAREHOLDERS OF AURORA ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of Aurora Acquisition Corp., a Cayman Islands exempted company, company number 366813 (“Aurora”), will be held at [●] [a.m./p.m.], Eastern Time, on [●], 2021, at [●], or virtually via live webcast at [●]. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

   

Proposal No. 1—The BCA Proposal—to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of May 10, 2021 (the “Merger Agreement”), by and among Aurora, Merger Sub and Better, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora, and (y) Better with and into Aurora, with Aurora surviving the merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

 

   

Proposal No. 2—The Domestication Proposal—to consider and vote upon a proposal to approve by special resolution, the change of Aurora’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Mergers, the “Business Combination”) (the “Domestication Proposal”);

 

   

Proposal No. 3—Organizational Documents Proposals—to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution Aurora’s Amended and Restated Memorandum and Articles of Association being amended and restated by the deletion in their entirety and the substitution in their place of the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) together with the following material differences between Aurora’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Better Home & Finance Holding Company (a corporation incorporated in the State of Delaware), and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”), attached as Annex C to this proxy statement/prospectus.

 

   

Proposal No. 3a—Organizational Documents Proposal A—to authorize by ordinary resolution the change in the authorized share capital of Aurora from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Aurora Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Aurora Class B ordinary shares” and, together with the Aurora Class A ordinary shares, the “Aurora ordinary shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “Former preference shares”), to 1,750,000,000 shares of Class A common stock, par value $0.0001 per share (the “Better Home & Finance Class A common stock”), 600,000,000 shares of Class B common stock, par value $0.0001 per share (the “Better Home & Finance Class B common stock”), 800,000,000 shares of Class C common stock, par value $0.0001 per share (the “Better


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Home & Finance Class C common stock”), and 100,000,000 shares of preferred stock, par value $0.0001 per share (the Better Home & Finance preferred stock”) (this proposal is referred to herein as “Organizational Documents Proposal A”);

 

   

Proposal No. 3b—Organizational Documents Proposal B—to authorize by ordinary resolution the board of directors of Better Home & Finance to issue any or all shares of Better Home & Finance preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL (this proposal is referred to herein as “Organizational Documents Proposal B”);

 

   

Proposal No. 3c—Organizational Documents Proposal C—to provide by ordinary resolution that (i) holders of shares of Better Home & Finance Class A common stock will be entitled to cast one vote per share of Better Home & Finance Class A common stock, (ii) holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Better Home & Finance Class B common stock and (iii) holders of shares of Better Home & Finance Class C common stock will not be entitled to vote and will not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable, on each matter properly submitted to Better Home & Finance shareholders entitled to vote (this proposal is referred to herein as “Organizational Documents Proposal C”);

 

   

Proposal No. 3d—Organizational Documents Proposal D—to authorize by ordinary resolution all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication (copies of which are attached to this proxy statement/prospectus as Annex B and Annex D, respectively), including (1) changing the corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with the Business Combination, (2) making Better Home & Finance’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) opting out of the provisions of Section 203 of DGCL and (5) removing certain provisions related to Aurora’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aurora’s board of directors believes is necessary to adequately address the needs of Better Home & Finance after the Business Combination (this proposal is referred to herein as “Organizational Documents Proposal D”);

 

   

Proposal No. 4—Director Election Proposal—for holders of Aurora Class B ordinary shares, to consider and vote upon a proposal by ordinary resolution, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect 8 directors who, upon consummation of the Business Combination, will be the directors of Better Home & Finance (this proposal is referred to herein as the “Director Election Proposal”);

 

   

Proposal No. 5—The Stock Issuance Proposal—to consider and vote upon a proposal to approve by ordinary resolution the issuance of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock and/or Better Home & Finance Class C common stock, as applicable, to (a) the PIPE Investors, including the Sponsor, pursuant to the PIPE Investment and (b) the Better Stockholders pursuant to the Merger Agreement (this proposal is referred to herein as the “Stock Issuance Proposal”);

 

   

Proposal No. 6—The Incentive Equity Plan Proposal—to consider and vote upon a proposal to approve by ordinary resolution the 2021 Incentive Equity Plan (this proposal is referred to herein as the “Incentive Equity Plan Proposal”);

 

   

Proposal No. 7—The ESPP Proposal—to consider and vote upon a proposal to approve by ordinary resolution the 2021 Employee Stock Purchase Plan (this proposal is referred to herein as the “ESPP Proposal”); and

 

   

Proposal No. 8—The Adjournment Proposal—to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (this proposal is referred to herein as the “Adjournment Proposal”).


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Each of Proposals No. 1 through 7 is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on [●], 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. The extraordinary general meeting will also be held virtually and will be conducted via live webcast at the following address: [●].

This proxy statement/prospectus and accompanying proxy card is being provided to Aurora’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend in person or virtually the extraordinary general meeting, all of Aurora’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 71 of this proxy statement/prospectus.

After careful consideration, the board of directors of Aurora has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to Aurora’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of Aurora, you should keep in mind that Aurora’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (as defined herein) (a “public shareholder”) may request of Aurora that Better Home & Finance redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)    (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Aurora’s transfer agent, that Better Home & Finance redeem all or a portion of your public shares for cash; and

(iii)    deliver your public shares to Continental, Aurora’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [] [a.m./p.m.], Eastern Time, on [], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aurora’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.


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If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Aurora’s transfer agent, Better Home & Finance will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed promptly after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aurora—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Novator Capital Sponsor Ltd., a company organized under the laws of Cyprus and shareholder of Aurora (the “Sponsor”), and Unbound HoldCo Ltd., each a Major Aurora Shareholder, have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement, dated as of May 10, 2021, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Aurora Holder Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor (including Aurora’s independent directors) owns 20% of the issued and outstanding ordinary shares. The Sponsor has also agreed to backstop the redemption pursuant to the Redemption Subscription Agreement discussed in the section entitled “Redemption Subscription Agreement” beginning on page 373 of this proxy statement/prospectus.

The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, that as of the Closing, (i) the amount of cash held in the trust account will equal at least (A) $278,002,869.60, including, if applicable, $8,505,100 in deferred underwriting commissions and other fees currently being held in the trust account (such amount, the “Trust Amount”) plus (B) $1,500,000,000 (such total amount, the “Minimum Available Cash Amount” and such condition, the “Minimum Cash Condition”) and (ii) pursuant to the Cayman Constitutional Documents, Aurora’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) will be at least $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus including the absence of a material adverse effect on Better and the approval of the Merger Agreement and the transactions contemplated thereby, by (a) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Better Capital Stock voting as a single class and on an as-converted basis, (b) the affirmative vote or written consent of the holders of at least a majority of the voting power of each of the outstanding shares of Better voting preferred stock, each voting as a single class, and (c) the affirmative vote or written consent of the holders of at least (i) a majority of the voting power of the outstanding shares of Better preferred stock (other than the series C-7 preferred stock and series D-3 preferred stock), voting as a single class and (ii) a majority of the voting power of the outstanding shares of series D preferred stock, series D-2 preferred stock and series D-4 preferred stock, voting as a single class, in each of case clauses (a) through (c), in accordance with the terms and subject to the conditions of Better’s Governing Documents and applicable law. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.


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The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.

Your vote is very important. Whether or not you plan to attend in person or virtually the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Okapi Partners LLC (“Okapi Partners”), our proxy solicitor, by calling (888) 785-6673 or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Aurora Acquisition Corp.,                , 2021

Arnaud Massenet

Chief Executive Officer

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO AURORA’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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REFERENCES TO ADDITIONAL INFORMATION

     1  

TRADEMARKS

     1  

SELECTED DEFINITIONS

     1  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     8  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AURORA

     10  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     33  

SELECTED HISTORICAL FINANCIAL INFORMATION OF AURORA

     61  

SELECTED HISTORICAL FINANCIAL INFORMATION OF BETTER

     63  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     65  

COMPARATIVE PER SHARE DATA

     67  

MARKET PRICE AND DIVIDEND INFORMATION

     70  

RISK FACTORS

     71  

RISKS RELATED TO BETTER’S BUSINESS

     71  

RISKS RELATED TO OWNERSHIP OF BETTER HOME  & FINANCE COMMON STOCK FOLLOWING THE BUSINESS COMBINATION AND BETTER HOME & FINANCE OPERATING AS A PUBLIC COMPANY

     133  

RISKS RELATED TO THE BUSINESS COMBINATION AND AURORA

     142  

EXTRAORDINARY GENERAL MEETING OF AURORA

     154  

BCA PROPOSAL

     162  

DOMESTICATION PROPOSAL

     208  

ORGANIZATIONAL DOCUMENTS PROPOSALS

     211  

ORGANIZATIONAL DOCUMENTS PROPOSAL A—APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED CAPITAL STOCK, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     214  

ORGANIZATIONAL DOCUMENTS PROPOSAL B—APPROVAL OF PROPOSAL REGARDING ISSUANCE OF PREFERRED STOCK OF BETTER HOME & FINANCE AT THE BOARD OF DIRECTORS’ SOLE DISCRETION, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     216  

ORGANIZATIONAL DOCUMENTS PROPOSAL C—APPROVAL OF PROPOSAL REGARDING MULTIPLE CLASSES OF COMMON STOCK, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     218  

ORGANIZATIONAL DOCUMENTS PROPOSAL D—APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED ORGANIZATIONAL DOCUMENTS

     220  

DIRECTOR ELECTION PROPOSAL

     223  

STOCK ISSUANCE PROPOSAL

     225  

INCENTIVE EQUITY PLAN PROPOSAL

     227  

ESPP PROPOSAL

     235  

ADJOURNMENT PROPOSAL

     239  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     240  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     254  

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 2021

     259  

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2021

     261  

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020

     263  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
INFORMATION

     265  

INFORMATION ABOUT AURORA

     271  

AURORA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     280  

LETTER FROM THE BETTER FOUNDER AND CEO

     288  

INFORMATION ABOUT BETTER

     291  

BETTER PRELIMINARY SECOND HALF 2021 BUSINESS UPDATE

     316  

BETTER’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     318  

MANAGEMENT OF BETTER HOME  & FINANCE FOLLOWING THE BUSINESS COMBINATION

     352  

EXECUTIVE COMPENSATION

     355  

BENEFICIAL OWNERSHIP OF SECURITIES

     366  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     371  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     381  

DESCRIPTION OF BETTER HOME & FINANCE’S SECURITIES

     384  

SECURITIES ACT RESTRICTIONS ON RESALE OF BETTER HOME  & FINANCE’S SECURITIES

     389  

SHAREHOLDER PROPOSALS AND NOMINATIONS

     390  

SHAREHOLDER COMMUNICATIONS

     391  

LEGAL MATTERS

     391  

EXPERTS

     391  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     391  

ENFORCEABILITY OF CIVIL LIABILITY

     391  

WHERE YOU CAN FIND MORE INFORMATION

     392  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEXES

 

Annex A

   Agreement and Plan of Merger

Annex A-1

   Amendment No. 1 to the Agreement and Plan of Merger

Annex A-2

   Amendment No. 2 to the Agreement and Plan of Merger

Annex B

Annex C

  

Proposed Certificate of Incorporation

Proposed Certificate of Domestication

Annex D

   Proposed Bylaws

Annex E

   Aurora Holder Support Agreement

Annex F

   Better Holder Support Agreement

Annex G

   Registration Rights Agreement

Annex H

   PIPE Subscription Agreement

Annex I

   Sponsor Subscription Agreement

Annex J

   Redemption Subscription Agreement

Annex K

   Sponsor Agreement

Annex K-1

   Amendment to Sponsor Agreement

Annex L

   Amended and Restated Insider Letter

Annex M

   Founder Side Letter

Annex N

   Amended & Restated Promissory Note

Annex O

   Better Home & Finance 2021 Incentive Equity Plan

Annex P

   Better Home & Finance 2021 Employee Stock Purchase Plan

 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Aurora, without charge, by written request to Secretary at Aurora Acquisition Corp., 20 North Audley Street, London W1K 6LX, United Kingdom, or by telephone request at +44 (0)20 3931 9785; or Okapi Partners, Aurora’s proxy solicitor, by calling (888) 785-6673 or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com, or from the SEC through the SEC website at the address provided above.

In order for Aurora’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of Aurora to be held on [], 2021, you must request the information no later than [], 2021, five business days prior to the date of the extraordinary general meeting.

TRADEMARKS

This document contains references to trademarks, service marks and trade names belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable trademark, service mark or trade name owner or licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, service marks or trade names. Aurora does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of Aurora by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

   

“2021 Plan” are to the Better Home & Finance 2021 Incentive Equity Plan attached to this proxy statement/prospectus as Annex O;

 

   

“Aggregate Fully Diluted Better common shares” are to, without duplication, (a) the aggregate number of shares of Better common stock that are (i) issued and outstanding immediately prior to the First Effective Time (including any Better Restricted Stock Awards) or (ii) issuable upon, or subject to, the settlement of Better Options and Better RSUs (in each case, whether or not then vested or exercisable) and Better Warrants, in each case, that are issued and outstanding immediately prior to the First Effective Time, and (iii) issued or to be issuable in connection with the conversion of Better preferred stock pursuant to the Preferred Stock Conversion, minus (b) the Treasury Shares (as defined in the Merger Agreement) outstanding immediately prior to the First Effective Time, minus (c) a number of shares equal to the Aggregate Exercise Price (as defined in the Merger Agreement) divided by the Per Share Merger Consideration; provided, that any Better Option or Better Warrant with an exercise price equal to or greater than the Per Share Merger Consideration will not be counted for purposes of determining the number of Aggregate Fully Diluted Better common shares;

 

   

“Agreement End Date” are to February 12, 2022, as may be extended pursuant to the Merger Agreement;

 

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“Ancillary Agreements” are to the Confidentiality Agreement, dated as of March 15, 2021, between Aurora and Better or its Affiliate (the “Confidentiality Agreement”), the Aurora Holder Support Agreement, the Better Holder Support Agreement, the Subscription Agreements, the Sponsor Letter and the IPO Insider Letter Agreement (as defined in the Merger Agreement), collectively;

 

   

“Aurora” are to Aurora Acquisition Corp. prior to its domestication as a corporation in the State of Delaware;

 

   

“Aurora Class A ordinary shares” are to Aurora’s Class A ordinary shares, par value $0.0001 per share;

 

   

“Aurora Class B ordinary shares” are to Aurora’s Class B ordinary shares, par value $0.0001 per share;

 

   

“Aurora Holder Support Agreement” are to that certain Aurora Holder Support Agreement, dated May 10, 2021, by and among the Sponsor, Aurora, Better and Unbound Holdco Ltd. attached to this proxy statement/prospectus as Annex E;

 

   

“Aurora private warrants” are to the Aurora private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Better Home & Finance issued as a matter of law upon the conversion thereof at the time of the Domestication;

 

   

“Aurora public shareholders” are to holders of public shares, whether acquired in Aurora’s initial public offering or acquired in the secondary market;

 

   

“Aurora public shares” are to the Aurora Class A ordinary shares (including those that underlie the units) that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement or the shares of Better Home & Finance Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;

 

   

“Aurora public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement or the redeemable warrants of Better Home & Finance issued as a matter of law upon the conversion thereof at the time of the Domestication, as the context requires;

 

   

“Aurora units” and “units” are to the units of Aurora, each unit representing one Aurora Class A ordinary share and one-quarter of one redeemable warrant to acquire one Aurora Class A ordinary share, that were offered and sold by Aurora in its initial public offering and registered pursuant to the IPO Registration Statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

 

   

“Available Aurora Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;

 

   

“Available Cash Consideration Amount” are to $950,000,000;

 

   

“Backstop Purchase Amount” are to the aggregate gross purchase price received by Aurora from the Sponsor for the number of Aurora Class A ordinary shares equal to the Shortfall;

 

   

“Base Purchase Price” are to $6,900,000,000;

 

   

“Better” are to, unless otherwise specified or the context otherwise requires, Better Holdco, Inc. and/or its subsidiaries, or any of them;

 

   

“Better Awards” are to Better Options, Better RSUs and Better Restricted Stock Awards;

 

   

“Better Capital Stock” are to the shares of the Better common stock and the Better preferred stock;

 

   

“Better Class B common stock” are to shares of Better Class B common stock, par value $0.0001 per share;

 

   

“Better common stock” are to shares of Better common stock, par value $0.0001 per share;

 

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“Better Holder Support Agreement” are to that certain Better Holder Support Agreement, dated May 10, 2021, by and among certain holders of Better Capital Stock, certain directors and all executive officers of Better;

 

   

“Better Home & Finance” are to Aurora after the Domestication and/or the Business Combination, including its name change from Aurora Acquisition Corp. to “Better Home & Finance Holding Company,” as applicable;

 

   

“Better Home & Finance Class A common stock” are to shares of Better Home & Finance Class A common stock, par value $0.0001 per share, which will be entitled to one vote per share;

 

   

“Better Home & Finance Class B common stock” are to shares of Better Home & Finance Class B common stock, par value $0.0001 per share, which will be entitled to three votes per share;

 

   

“Better Home & Finance Class C common stock” are to shares of Better Home & Finance Class C common stock, par value $0.0001 per share, which will carry no voting rights except as required by applicable law or as provided in the Proposed Certificate of Incorporation;

 

   

“Better Home & Finance common stock” are to shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock and Better Home & Finance Class C common stock;

 

   

“Better Home & Finance Options” are to options to purchase shares of Better Home & Finance Class B common stock;

 

   

“Better Home & Finance Restricted Stock Awards” are to restricted shares of Better Home & Finance Class B common stock;

 

   

“Better Home & Finance RSUs” are to restricted stock units based on shares of Better Home & Finance Class B common stock;

 

   

“Better Home & Finance Warrants” are to warrants to purchase shares of Better Home & Finance Class A common stock;

 

   

“Better Plus” are to Better’s non-mortgage business line, which includes Better Settlement Services (title insurance and settlement services), Better Cover (homeowners insurance) and Better Real Estate (real estate agent services);

 

   

“Better Restricted Stock Awards” are to restricted shares of Better common stock;

 

   

“Better RSUs” are to restricted stock units based on shares of Better common stock;

 

   

“Better Stockholders” are to the common and preferred stockholders of Better and holders of Better Awards prior to the consummation of the Business Combination;

 

   

“Better Warrants” are to warrants to purchase shares of Better Capital Stock;

 

   

“Business Combination” are to the Domestication together with the Mergers;

 

   

“Cayman Constitutional Documents” are to Aurora’s Amended and Restated Memorandum and Articles of Association (as amended from time to time);

 

   

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);

 

   

“Closing” are to the closing of the Business Combination;

 

   

“Closing Date” are to the date on which the Closing actually occurs;

 

   

“Company,” “we,” “us” and “our” are to Aurora prior to its domestication as a corporation in the State of Delaware and to Better Home & Finance after its domestication as a corporation incorporated in the State of Delaware, unless otherwise indicated in this proxy statement/prospectus;

 

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“Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;

 

   

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, and the ESPP Proposal, collectively;

 

   

“Continental” are to Continental Stock Transfer & Trust Company;

 

   

“COVID-19” are to SARS-CoV-2 or COVID-19, and any evolutions thereof;

 

   

“DGCL” are to the General Corporation Law of the State of Delaware;

 

   

“Domestication” are to the domestication of Aurora Acquisition Corp. as a corporation incorporated in the State of Delaware;

 

   

“DTC” are to The Depository Trust Company;

 

   

“ESPP” are to the 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex P;

 

   

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

   

“Exchange Ratio” are to the quotient obtained by dividing (a) 690,000,000 by (b) the number of Aggregate Fully Diluted Better common shares;

 

   

“Fannie Mae” are to the U.S. Federal National Mortgage Association;

 

   

“FCPA” are to the United States Foreign Corrupt Practices Act;

 

   

“FHA” are to the U.S. Federal Housing Administration;

 

   

“First Effective Time” are to when the First Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed to by Aurora and Better in writing and specified in each of the First Merger Certificate;

 

   

“First Merger” are to the merger of Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora;

 

   

“First Merger Certificate” are to the certificate of merger with respect to the First Merger;

 

   

“founder shares” are to the Aurora Class B ordinary shares purchased by the Sponsor and certain directors of Aurora in a private placement prior to the initial public offering, and the Aurora Class A ordinary shares that will be issued upon the conversion thereof;

 

   

“Freddie Mac” are to the Federal Home Loan Mortgage Corporation;

 

   

“FTC” are to the Federal Trade Commission;

 

   

“Funded Loan Volume” are to the aggregate dollar amount of loans funded in a given period based on the principal amount of the loan at funding;

 

   

“GAAP” are to accounting principles generally accepted in the United States of America;

 

   

“Gain on Sale Margin” are to mortgage platform revenue, net, as presented on Better’s statements of operations and comprehensive income (loss), excluding origination fees received for loans originated on behalf of Better’s integrated relationship partner and not subsequently purchased by Better, divided by Funded Loan Volume excluding volume for loans originated on behalf of Better’s integrated relationship partner and not subsequently purchased by Better;

 

   

“Governing Documents” are to the legal document(s) by which any person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation and bylaws, the “Governing

 

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Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association;

 

   

“GSEs” are to government-sponsored enterprises, including Fannie Mae and Freddie Mac;

 

   

“Home Finance” are to Better’s mortgage business line, which is conducted by Better Mortgage Corporation;

 

   

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“initial public offering” are to Aurora’s initial public offering that was consummated on April 24, 2021;

 

   

“IPO Registration Statement” are to the Registration Statement on Form S-1 (333-253106) filed by Aurora in connection with its initial public offering, which became effective on March 3, 2021;

 

   

“IRS” are to the U.S. Internal Revenue Service;

 

   

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

   

“Major Aurora Shareholder” are to those certain shareholders of Aurora listed in and party to the Aurora Holder Support Agreement, consisting of Novator Capital Sponsor Limited and Shravin Mittal who owns his shares through Unbound HoldCo Ltd. and is also a member of the board of directors of Aurora;

 

   

“Major Better Stockholder” are to those certain directors, executive officers and holders of Better Capital Stock party to that certain Better Holder Support Agreement entered into by the parties thereto as an inducement to Aurora and Better to enter into the Merger Agreement and to consummate the transactions contemplated therein;

 

   

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora, Merger Sub and Better, a copy of which is attached to this proxy statement/prospectus as Annex A, including where applicable as amended by the Merger Agreement Amendment, dated October 27, 2021, a copy of which is attached to this proxy statement/prospectus as Annex A-1;

 

   

“Merger Sub” are to Aurora Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Aurora;

 

   

“Mergers” are to, collectively, the First Merger and the Second Merger;

 

   

“Minimum Cash Condition” are to the funds held in the trust account prior to or at the Closing Date being equal to at least $1,778,002,869.60, which is the sum of the (i) Trust Amount and (ii) $1.5 billion;

 

   

“MSRs” are to mortgage-servicing rights;

 

   

“Nasdaq” are to the Nasdaq Capital Market;

 

   

“ordinary shares” are to the Aurora Class A ordinary shares and the Aurora Class B ordinary shares, collectively;

 

   

“organic traffic” are to visitors that come directly to Better’s website, search for Better on a search engine, or engage with Better through its various content pieces, as opposed to being directed to Better’s website through Better’s marketing on a third party’s website;

 

   

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

 

   

“Per Share Merger Consideration” are to the product obtained by multiplying (a) the Exchange Ratio by (b) $10.00;

 

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“PIPE Investment” are to the purchase of shares of Better Home & Finance Class A common stock or Better Home & Finance Class C common stock pursuant to the PIPE Subscription Agreement and the Sponsor Subscription Agreement;

 

   

“PIPE Investment Amount” are to the aggregate gross purchase price received by Aurora prior to or substantially concurrently with the Closing for the shares in the PIPE Investment;

 

   

“PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the PIPE Subscription Agreement, the Sponsor Subscription Agreement and any other subscription agreement entered into in connection with the PIPE Subscription Agreement, in accordance with the terms thereof;

 

   

“Preferred Stock Conversion” are to the conversion of all outstanding shares of Better preferred stock into shares of Better common stock;

 

   

“pro forma” are to giving pro forma effect to the Business Combination;

 

   

“pro forma ownership assumptions” are to the assumptions of the pro forma, including that, in connection with the Business Combination, (a) other than the Better Stockholders subject to alternative commitments as described in “Certain Relationships and Related Party Transactions—Better—Principal Stockholders Agreements—Other Side Letters Related to the Business Combination,” all Better Stockholders will receive a pro rata portion of cash, (b) SoftBank will subscribe for $1,300,000,000 of the PIPE Investment pursuant to the PIPE Subscription Agreement (reduced from its $1,500,000,000 commitment by Sponsor funding its portion of the PIPE Investment pursuant to the Sponsor Subscription Agreement) and will elect to receive 95,530,205 of its shares as Better Home & Finance Class C common stock (rather than Better Home & Finance Class A common stock), (c) the Sponsor will subscribe for $200,000,000 of the PIPE Investment pursuant to the Sponsor Subscription Agreement, (d) there will be no exercise of redemption rights by Aurora’s public shareholders or, in an alternative scenario described herein, all of Aurora’s public shareholders redeem their Aurora Class A ordinary shares and the Sponsor funds the full Shortfall (as defined below) under the Redemption Subscription Agreement, (e) each Better Stockholder who is entitled to receive Better Home & Finance Class B common stock will elect to do so, rather than receive Better Home & Finance Class A common stock or Better Home & Finance Class C common stock (other than any Better Stockholder that is, or has an affiliate that is, a bank holding company, which holder will elect to receive shares of Better Home & Finance Class A common stock), (f) existing warrants to acquire shares of Better Capital Stock outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock, and (g) Better repurchases for de minimis consideration prior to the Closing of the Business Combination an aggregate 937,500 shares of Better Capital Stock from Pine Brook pursuant to a certain side letter agreement that was subject to dispute as described in “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—Pine Brook Side Letter”;

 

   

“Proposed Bylaws” are to the proposed bylaws of Better Home & Finance upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex D;

 

   

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Better Home & Finance upon the effective date of the Business Combination attached to this proxy statement/prospectus as Annex B;

 

   

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

   

“Purchase Loan Volume” are to the aggregate dollar amount of purchase loans funded in a given period based on the principal amount of the loan at funding;

 

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“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

 

   

“Refinance Loan Volume” are to the aggregate dollar amount of refinance loans funded in a given period based on the principal amount of the loan at funding;

 

   

“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among Aurora, Novator Capital Sponsor Ltd., and certain other Persons (included as Annex G to the proxy statement/prospectus);

 

   

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

   

“SEC” are to the United States Securities and Exchange Commission;

 

   

“Second Merger” are to the merger of Better with and into Aurora, with Aurora surviving the merger;

 

   

“Securities Act” are to the Securities Act of 1933, as amended;

 

   

“SoftBank” are to SB Northstar LP, an affiliate of SoftBank Group, which entered into a subscription agreement, dated as of May 10, 2021, with Aurora in respect of the PIPE Investment;

 

   

“SoftBank II” are to SVF II Beaver (DE) LLC, an affiliate of SoftBank Group, which entered into a contribution agreement with Better and a letter agreement and irrevocable voting proxy with the Better Founder and CEO, each dated as of April 7, 2021;

 

   

“Sponsor” are to Novator Capital Sponsor Ltd., a Cyprus limited liability company;

 

   

“Sponsor Letter” are to that certain Letter Agreement, dated May 10, 2021, by and between the Sponsor and Aurora;

 

   

“Subscription Agreements” are to, collectively, the PIPE Subscription Agreement, the Redemption Subscription Agreement and the Sponsor Subscription Agreement, each of which is attached to this proxy statement/prospectus as Annexes H, J and I, respectively;

 

   

“Third-Party PIPE Investment” are to any PIPE Investment made by a Third-Party PIPE Investor;

 

   

“Third-Party PIPE Investment Amount” are to the aggregate gross purchase price received by Aurora prior to or substantially concurrently with the Closing for the shares in the Third-Party PIPE Investment;

 

   

“Third-Party PIPE Investor” are to any PIPE Investor who is not the Sponsor;

 

   

“Total Loans” are to the total number of loans funded in a given period;

 

   

“Transaction Proposals” are to, collectively, the Condition Precedent Proposals and the Adjournment Proposal;

 

   

“trust account” are to the trust account established at the consummation of Aurora’s initial public offering at J.P. Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

 

   

“Trust Agreement” are to the Investment Management Trust Agreement, dated April 21, 2020, by and between Aurora and Continental Stock Transfer & Trust Company, as trustee;

 

   

“Trust Amount” are to the amount equal to $278,002,869.60;

 

   

“VA” are to the U.S. Department of Veterans Affairs;

 

   

“Warrant Agreement” are to the Warrant Agreement, dated as of March 3, 2021, between Aurora and Continental Stock Transfer & Trust Company; and

 

   

“warrants” are to all or any of the Aurora public warrants, the Aurora private warrants or the Better Home & Finance warrants, as the context may so require.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to Aurora Class A ordinary shares, shares of Better Home & Finance Class A common stock, or warrants include such securities underlying the units.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the Business Combination, Aurora and Better Home & Finance. Statements that constitute projections, forecasts and other forward-looking statements are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When Aurora discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by, and information currently available to, Aurora’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference into this proxy statement/prospectus may include, for example, statements about:

 

   

Aurora’s ability to complete the Business Combination or, if Aurora does not consummate such Business Combination, any other initial business combination;

 

   

satisfaction or waiver (if applicable) of the conditions to the Mergers, including, among other things:

 

   

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the approval of the Business Combination and related agreements and transactions by the respective shareholders of Aurora and stockholders of Better, (ii) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and any other required regulatory approvals, (iv) the receipt of approval for listing on Nasdaq of the shares of Better Home & Finance Class A common stock to be issued in connection with the Mergers, (v) that Aurora has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;

 

   

the absence of a material adverse effect on Better;

 

   

that the Trust Amount plus the Backstop Purchase Amount and the PIPE Investment Amount actually received by Aurora at or prior to the Closing Date at least equals the Minimum Available Cash Amount;

 

   

the ability to obtain approvals for the Business Combination from state regulators, Fannie Mae, Freddie Mac, the FHA, and the VA;

 

   

the occurrence of any other event, change or other circumstance that could give rise to the termination of the Merger Agreement;

 

   

the unaudited projected financial information, anticipated growth rate, and market opportunity of Better Home & Finance;

 

   

the ability to obtain or maintain the listing of Better Home & Finance Class A common stock and Better Home & Finance warrants on Nasdaq following the Business Combination;

 

   

our public securities’ potential liquidity and trading;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

   

Aurora officers and directors allocating their time to other businesses and potentially having conflicts of interest with Aurora’s business or in approving the Business Combination;

 

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factors relating to the business, operations and financial performance of Better and its subsidiaries, including:

 

   

the effect of interest rates on their business, results of operations, and financial condition;

 

   

their ability to grow market share in their existing markets or any new markets it may enter;

 

   

their ability to respond to general economic conditions;

 

   

their ability to manage their growth effectively and their expectations regarding the development and expansion of their business;

 

   

their ability to comply with laws and regulations related to the operation of their business, including any changes to such laws and regulations;

 

   

their ability to achieve and maintain profitability in the future;

 

   

their ability to raise financing in the future;

 

   

the success of their strategic relationships with third parties;

 

   

their ability to maintain an effective system of internal controls over financial reporting;

 

   

their ability to successfully enter new service markets and manage their operations;

 

   

their ability to expand their customer base;

 

   

their ability to develop new products, features and functionality that meet market needs and achieve market acceptance;

 

   

their ability to retain and hire necessary employees and staff their operations appropriately;

 

   

the involvement of their CEO and Better Founder in ongoing litigation related to prior business activities;

 

   

their ability to maintain, protect, assert, and enhance their intellectual property rights; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Better. There can be no assurance that future developments affecting us or Better will be those that Aurora or Better have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of Aurora or Better) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section entitled “Risk Factors” beginning on page 35 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Aurora and Better undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any Aurora shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

 

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF AURORA

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Aurora’s shareholders. Aurora urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [] [a.m.][p.m.], Eastern Time, on [], 2021, at [], or virtually via live webcast. To participate virtually in the extraordinary general meeting, visit [] and enter the [] digit control number included on your proxy card. You may register for the meeting as early as [] [a.m.][p.m.] on [], 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Aurora shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora, and (y) Better with and into Aurora, with Aurora surviving the merger, in each case, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal” for more detail.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

As a condition to the Mergers, Aurora will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Aurora’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Aurora Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock, (2) each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock, (3) the terms of the Better Home & Finance Class B common stock will carry three votes, (4) the Better Home & Finance common stock will be created and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements, (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance warrant, pursuant to the Warrant Agreement; and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and one-quarter of one Better Home & Finance warrant. See the section entitled “Domestication Proposal” for additional information. The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see the question “What amendments will be made to the current constitutional documents of Aurora?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF AURORA AND BETTER, CAREFULLY AND IN ITS ENTIRETY.

 

Q:

What proposals are shareholders of Aurora being asked to vote upon?

 

A:

At the extraordinary general meeting, Aurora is asking holders of ordinary shares to consider and vote upon:

 

   

a proposal to approve by ordinary resolution and adopt the Merger Agreement;

 

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a proposal to approve by special resolution the Domestication;

 

   

the following four separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

 

   

to authorize by ordinary resolution the change in the authorized share capital of Aurora from (i) 500,000,000 Aurora Class A ordinary shares, 50,000,000 Aurora Class B ordinary shares and 5,000,000 Former preference shares, par value $0.0001 per share, to (ii) 1,750,000,000 shares of Better Home & Finance Class A common stock, 600,000,000 shares of Better Home & Finance Class B common stock, 800,000,000 shares of Better Home & Finance Class C common stock and 100,000,000 shares of Better Home & Finance preferred stock;

 

   

to authorize by ordinary resolution the board of directors (the “Board”) to issue any or all shares of Better Home & Finance preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL;

 

   

to authorize by ordinary resolution multiple classes of common stock of Better Home & Finance pursuant to which (i) holders of Better Home & Finance Class A common stock will be entitled to cast one vote per share of Better Home & Finance Class A common stock, (ii) holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Better Home & Finance Class B common stock, and (iii) holders of shares of Better Home & Finance Class C common stock will not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable, in each case on each matter properly submitted to Better Home & Finance shareholders entitled to vote;

 

   

to authorize by ordinary resolution all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including, (1) changing the corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with the Business Combination, (2) making Better Home & Finance’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) opting out of the provisions of Section 203 of DGCL and (5) removing certain provisions related to Aurora’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aurora’s board of directors believes is necessary to adequately address the needs of Better Home & Finance after the Business Combination;

 

   

for holders of Aurora Class B ordinary shares, a proposal to approve by ordinary resolution the election of 8 directors, who, upon consummation of the Business Combination, will be the directors of Better Home & Finance;

 

   

a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Section 5635 of the Nasdaq Listed Company Manual, the issuance of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock, as applicable, to (1) the PIPE Investors, including the Sponsor, pursuant to the PIPE Investment and (2) the Better Stockholders pursuant to the Merger Agreement;

 

   

a proposal to approve by ordinary resolution the 2021 Incentive Equity Plan;

 

   

a proposal to approve by ordinary resolution the ESPP; and

 

   

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If Aurora’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the

 

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Merger Agreement could terminate and the Business Combination may not be consummated. The Adjournment Proposal is not conditioned upon the approval of any other proposal. See the sections entitled “BCA Proposal,” Domestication Proposal,” “Organizational Documents Proposals,” Director Election Proposal,” Stock Issuance Proposal,” “Incentive Equity Plan Proposal,” ESPP Proposal” and Adjournment Proposal.”

Aurora will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Aurora should read it carefully.

After careful consideration, Aurora’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Equity Plan Proposal, the ESPP Proposal and the Adjournment are in the best interests of Aurora and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

Are the proposals conditioned on one another?

 

A:

Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

 

Q:

Why is Aurora proposing the Business Combination?

Aurora was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities. Better and its subsidiaries principally operate a digital-first homeownership company whose services include mortgage, real estate, title, and homeowners insurance.

Based on its due diligence investigations of Better and the industry in which it operates, including the financial and other information provided by Better in the course of Aurora’s due diligence investigations, the Aurora board of directors believes that the Business Combination with Better is in the best interests of Aurora and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See the section entitled “BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination” for additional information.

 

Q:

Did Aurora’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A:

Aurora’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. In analyzing the Business Combination, Aurora’s board of directors and management conducted due diligence on Better and researched the industry in which Better operates and concluded that the Business Combination was in the best interest of Aurora’s shareholders. In reaching this conclusion, Aurora’s board of directors considered a number of factors and a broad range of information, including publicly-available information, information provided by Better and information provided by Barclays, financial advisor to Aurora. Aurora’s board of directors believes that

 

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  based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. Investors will be relying on the judgment of Aurora’s board of directors, as described above, in valuing Better’s business. For a more extensive discussion of the factors utilized by Aurora’s board of directors in approving the Business Combination, see the section titled “BCA Proposal—Aurora’s Board of Director’s Reasons for the Business Combination.”

Although Aurora’s board of directors believes that the Business Combination with Better presents a unique business combination opportunity and is in the best interests of Aurora and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “BCA Proposal—Aurora’s Board of Director’s Reasons for the Business Combination,” and “Risk Factors—Risks Related to Better’s Business.”

 

Q:

Will the projections that Aurora considered when evaluating and recommending the business combination be realized?

 

A:

In performing its financial analyses, Aurora relied on, among other things, certain information, including the forecasts and financial projections described in the section entitled “BCA Proposal—Unaudited Projected Financial Information.” The Better unaudited financial projections were prepared by, or at the direction of, the management of Better. The unaudited financial projections do not take into account any circumstances or events occurring after the date they were prepared and provided to Aurora on May 6, 2021. Market conditions, including interest rates in particular, together with the constrained supply of new homes, have greatly changed since the financial projections were prepared, and Better expects conditions will continue to change. These projections do not represent Better’s current view of its future prospects. In particular and as an example, based on current market trends and performance to date in 2021, the projections for revenue and net income for the year ending December 31, 2021 will not be achieved. In addition, the projections for 2022 and beyond do not represent Better management’s current expectations regarding 2022 and subsequent years. For a more extensive discussion of the unaudited financial projections and the changes subsequent to their preparation, see the section entitled “Risk Factors—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—Since the date of preparation, the assumptions underlying the Better projected financial information considered by Aurora have changed considerably, such that the projected financial information generally, and the near-term financial projections in particular, will not to be realized in the near-term, which may adversely affect the market price of Better Home & Finance common stock following the completion of the Business Combination”, “Better Preliminary Second Half 2021 Business Update” and “BCA Proposal—Unaudited Projected Financial Information.”

 

Q:

What is the aggregate dollar amount and the nature of what Aurora’s Sponsor and its affiliates have at risk that depends on completion of the Business Combination and the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the Sponsor and its affiliates, Aurora’s and Better’s officers and directors are awaiting reimbursement?

 

A:

As of the date of this proxy statement, Aurora’s initial shareholders (i.e. the Sponsor and Aurora’s independent directors) own 4,573,372 private placement warrants at an exercise price of $11.50 per share and 6,950,072 Class B ordinary shares.

Sponsor purchased 6,950,072 Aurora Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share (after taking into account the share dividend of 1,006,250 Class B ordinary shares and subsequent cancellation of 131,250 Class B ordinary shares and the surrender and cancellation of 249,928 Class B ordinary shares which occurred when the underwriters’ 45-day over-allotment period expired), compared to the $10 per unit paid by Aurora public shareholders who purchased Aurora units in connection with its initial public offering or at the market price after its initial public offering. As a result of this significantly lower aggregate per share investment, Sponsor and Aurora’s independent directors will have a rate of return on their investment which differs from the rate of return of Aurora shareholders who

 

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purchased Aurora shares at higher prices, including Aurora shares included in Aurora units that were sold at $10.00 per unit in Aurora’s initial public offering.

The closing price of Aurora’s public shares on November 9, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.96. As a result of and upon the effective time of the Domestication, among other things, each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock. In the event the stock price of the Better Home & Finance falls below the price paid by an Aurora shareholder at the time of purchase of the Aurora shares by such shareholder, a situation would arise in which Sponsor maintains a positive rate of return while such Aurora shareholder does not. As a result of the Sponsor’s $0.004 per share investment in Aurora Class B ordinary shares, which is significantly less than the price paid by non-redeeming Aurora public shareholders who purchased shares at higher prices, including Aurora shares included in Aurora units that were sold at $10.00 per unit in Aurora’s initial public offering, the Sponsor would still earn a substantial positive return on its investment even if shares of Better Home & Finance Class A common stock trade significantly below the $10 per share after Closing while an Aurora public shareholder that does not redeem its shares in connection with the Business Combination would suffer a substantial loss. Certain conflicts of interest arise as a result of this differential between the aggregate investment of Sponsor and its directors, as compared to Aurora public shareholders, for more information, see “Risk Factors—Risks Related to the Business Combination and Aurora—Since the Sponsor and Aurora’s directors and executive officers have interests that are different, or in addition to (and which conflict with), the interests of our shareholders, a conflict of interest existed in determining whether the Business Combination with Better is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.”

In addition to the Aurora Class B ordinary shares held by Sponsor and Aurora’s directors described above, the purchase price paid by Aurora’s initial shareholders for their private placement warrants was $1.50 per private placement warrant, or $6,400,000 in the aggregate. Sponsor and Aurora’s independent directors will lose their entire investment in Aurora if a business combination is not completed. For more information, see the question below titled “How will dilution affect the shareholders who elect not to redeem their shares in connection with the Business Combination?

The only loan that has been extended by the Sponsor to Aurora is the loan represented by the amended and restated promissory note (the “Promissory Note”), dated as of May 10, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex N, representing an aggregate principal amount of $2,000,000. For additional information, see “BCA Proposal—Related Agreements—Amended & Restated Promissory Note.” Other than the outstanding loan and the interests represented by the founder shares and private placement warrants described above, there are no other amounts to which the Sponsor or its affiliates will be entitled, or expenses for which the Sponsor and its affiliates, will be reimbursed.

 

Q:

What will Better Stockholders receive in return for Aurora’s acquisition of all of the issued and outstanding equity interests of Better?

 

A:

The aggregate merger consideration (“Aggregate Merger Consideration”) will consist, among other things, of (1) an amount in cash equal to $950,000,000, as adjusted in accordance with the Merger Agreement (the “Cash Consideration”) and (2) a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 595,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (the “Stock Consideration”). As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger, will be cancelled in exchange for the right to receive, at the election of the holders thereof, the Cash Consideration and the Stock Consideration; (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on

 

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  shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.”

 

Q:

What equity stake and voting power will current Aurora shareholders and Better Stockholders hold in Better Home & Finance immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are 34,750,359 ordinary shares issued and outstanding, which includes the 6,950,072 founder shares held by the Sponsor (including Aurora’s independent directors) and the 27,800,287 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 10,648,444 warrants, which includes the 4,573,372 private placement warrants held by the Sponsor and the 6,075,072 public warrants. Each whole warrant entitles the holder thereof to purchase one Aurora Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Better Home & Finance Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Aurora fully diluted share capital would be 43,112,117 (50% of the private placement warrants are subject to forfeiture).

It is anticipated that, following the Business Combination and taking into account the pro forma ownership assumptions and assuming the exercise of all Better Warrants on a cash basis, (1) Better Stockholders (without taking into account any Aurora public shares held by Better Stockholders prior to the consummation of the Business Combination) are expected to own approximately 76.4% of the outstanding Better Home & Finance common stock and have approximately 95.1% of the total voting power, (2) Aurora’s public shareholders are expected to own approximately 3.1% of the outstanding Better Home & Finance common stock and have approximately 1.3% of the total voting power, (3) the Sponsor and related parties (including the independent directors of Aurora) are expected to collectively own, (x) in the no redemptions scenario, approximately 3.7% of the outstanding Better Home & Finance common stock and have approximately 1.6% of the total voting power or (y) in the maximum redemptions scenario, approximately 6.9% of the outstanding Better Home & Finance common stock and have approximately 2.9% of the total voting power and (4) SoftBank is expected to own approximately 22.6% of the outstanding Better Home & Finance common stock and have approximately 9.4% of the total voting power (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”). These percentages assume the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus, including (i) there will be no exercise of redemption rights by Aurora’s public shareholders or, in an alternative scenario described herein, all of Aurora’s public shareholders redeem their Aurora Class A ordinary shares and the Sponsor funds the full Shortfall under the Redemption Subscription Agreement, (ii) (a) the vesting of all shares of Better Home & Finance Class B common stock received in respect of the Better Home & Finance Restricted Stock Awards, (b) the vesting and net-exercise of all Better Home & Finance Options for shares of Better Home & Finance Class B common stock, (c) the vesting of all Better Home & Finance RSUs and the issuance of shares of Better Home & Finance Class B common stock in respect thereof and (d) the issuance of 595,000,000 shares of Better Home & Finance common stock as the Stock Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (a)-(d) hereof, in the aggregate equal 574,850,849 shares of Better Home & Finance Class B common stock and 20,149,151 shares of Better Home & Finance Class A common stock (in respect of Better Warrants, assuming conversion thereof), (iii) Better Home & Finance issues 34,469,795 shares of Better Home & Finance Class A common stock to SoftBank pursuant to the PIPE Subscription Agreement, (iv) Better Home & Finance issues 95,530,205 shares of Better Home & Finance Class C common stock to SoftBank pursuant to the PIPE Subscription Agreement, (v) Better Home & Finance issues 20,000,000 shares of Better Home & Finance Class A

 

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common stock to the Sponsor pursuant to the Sponsor Subscription Agreement and (vi) each Better Stockholder who is entitled to receive Better Home & Finance Class B common stock will elect to do so, rather than receive Better Home & Finance Class A common stock or Better Home & Finance Class C common stock (other than any Better Stockholder that is, or has an affiliate that is, a bank holding company, which holder will elect to receive shares of Better Home & Finance Class A common stock). If the actual facts are different from these assumptions, the percentage ownership and voting power retained by Better Stockholders in the combined company will be different. As described more fully elsewhere in this proxy statement/prospectus, shares of Better Home & Finance Class B common stock will have three votes per share, whereas shares of Better Home & Finance Class A common stock will have one vote per share and shares of Better Home & Finance Class C common stock will have no voting rights, expects as provided by law or the Proposed Certificate of Incorporation. Upon the consummation of the Business Combination, Better Stockholders will hold all of the issued and outstanding shares of Better Home & Finance Class B common stock.

The following table illustrates varying ownership levels and voting power in Better Home & Finance immediately following the consummation of the Business Combination based on the assumptions above under both no redemptions and maximum redemptions scenarios.

 

    Share Ownership and Voting Power in Better Home & Finance(1)  
    Post-Business Combination(2)
No Redemptions
    Post-Business Combination(2)
Maximum Redemptions
 
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
 

Better Stockholders—Class A

    20,149,151       2.6     1.1     20,149,151       2.6     1.1

Better Stockholders—Class B(3)

    574,850,849       73.9     94.1     574,850,849       73.9     94.1

Aurora Public Shareholders—Class A

    24,300,287       3.1     1.3     —         —         —    

Sponsor—Class A

    29,060,058       3.7     1.6     53,360,345       6.9     2.9

SoftBank—Class A

    34,469,795       4.4     1.9     34,469,795       4.4     1.9

SoftBank—Class C

    95,530,205       12.3     —         95,530,205       12.3     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    778,360,345       100.0     100.0     778,360,345       100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  (1)

Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of October 18, 2021.

  (2)

The aggregate cash amount received by Better Stockholders is equal to $950,000,000. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.” As a result of the Sponsor purchasing the total number of shares that Aurora public shareholders redeem under the Redemption Subscription Agreement, the consideration and per share value of the shares of Better Home & Finance Class A common stock held by Aurora’s non-redeeming shareholders under the maximum redemptions scenario is the same as under the no redemptions scenario—the only difference in the maximum and no redemptions scenarios is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock.

  (3)

Includes 45,929,399 shares of Better Home & Finance Class B common stock to be issued to SoftBank II in respect of its holding of Better Capital Stock prior to the Closing. After consummation of the Business Combination, SoftBank, as an investor in the PIPE Investment, and SoftBank II, as a holder of Better capital stock, are collectively expected to beneficially own approximately 175,929,399 shares representing 9.4% of the voting power of Better Home & Finance common stock (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”).

 

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Q:

How has the announcement of the Business Combination affected the trading price of the Aurora Class A ordinary shares?

 

A:

On May 7, 2021, the trading date before the public announcement of the Business Combination, Aurora’s public units, Class A ordinary shares and warrants closed at $10.44, $10.50 and $1.375, respectively. On November 9, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $10.56, $9.96 and $1.64, respectively.

 

Q:

Will the Company obtain new financing in connection with the Business Combination?

 

A:

Yes. SoftBank has agreed to purchase in the aggregate 150,000,000 shares of Better Home & Finance Class A common stock, for $1,500,000,000 of gross proceeds, in the PIPE Investment, $200,000,000 of which will be funded, and the shares accordingly acquired by, the Sponsor and an additional portion of which may be funded by other PIPE Investors. The PIPE Investment occurs prior to, and is contingent upon, among other things, the other conditions to the closing of the Business Combination being met. See the section entitled “BCA Proposal—Related Agreements—PIPE Subscription Agreement.”

 

Q:

Why is Aurora proposing the Domestication?

 

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of Aurora’s domicile to Delaware. Further, Aurora’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. Aurora’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal—Reasons for the Domestication.”

To effect the Domestication, Aurora will apply to the Cayman Islands Registrar of Companies to be de-registered, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Aurora will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the closing of the Mergers under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and accordingly abstentions and broker non-votes will not have an effect on the outcome of the vote.

 

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Q:

What amendments will be made to the current constitutional documents of Aurora?

 

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Aurora’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace Aurora’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

 

    

Cayman Constitutional Documents

  

Proposed Organizational Documents

Authorized Shares

 

(Organizational Documents Proposal A)

   The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 Aurora Class A ordinary shares, 50,000,000 Aurora Class B ordinary shares and 5,000,000 preference shares.    The Proposed Organizational Documents authorize 3,250,000,000 shares, consisting of 1,750,000,000 shares of Better Home & Finance Class A common stock, 600,000,000 shares of Better Home & Finance Class B common stock, 800,000,000 shares of Better Home & Finance Class C common stock and 100,000,000 shares of Better Home & Finance preferred stock.
   See paragraph 5 of the Existing Memorandum.    See Article Fourth, subsection (1) of the Proposed Certificate of Incorporation.

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)

   The Cayman Constitutional Documents authorize the issuance of 5,000,000 preference shares with such designation, rights and preferences as may be determined from time to time by Aurora’s board of directors. Accordingly, Aurora’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of Aurora to carry out a conversion of Aurora Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).   

The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof), as the Board may determine.

 

   See paragraph 5 of the Existing Memorandum and Article 3 of the Existing Articles.    See Article Fourth, subsection (2) of the Proposed Certificate of Incorporation.

 

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Cayman Constitutional Documents

  

Proposed Organizational Documents

Multiple Classes of Common Stock (Organizational Documents Proposal C)

   The Cayman Constitutional Documents provides that the holders of each share of common stock of Aurora is entitled to one vote for each share on each matter properly submitted to the shareholders entitled to vote.    The Proposed Certificate of Incorporation provides holders of shares of Better Home & Finance Class A common stock will be entitled to cast one vote per Class A share, and holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per Class B share on each matter properly submitted to the shareholders entitled to vote. Holders of Better Home & Finance Class C common stock will not be entitled to vote, except as otherwise required by applicable law or provided in the Proposed Certificate of Incorporation.
   See Article 23 of the Existing Articles.    See Article Fourth, subsection (3) of the Proposed Certificate of Incorporation.

Corporate Name (Organizational Documents Proposal D)

   The Cayman Constitutional Documents provide that the name of the company is “Aurora Acquisition Corp.”    The Proposed Organizational Documents provide that the name of the corporation will be “Better Home & Finance Holding Company.”
   See paragraph 1 of the Existing Memorandum.    See Article First of the Proposed Certificate of Incorporation.

Perpetual Existence (Organizational Documents Proposal D)

   The Cayman Constitutional Documents provide that if Aurora does not consummate a business combination (as defined in the Cayman Constitutional Documents) within 24 months from consummation of the initial public offering, Aurora will cease all operations except for the purposes of winding-up and will redeem the public shares and liquidate Aurora’s trust account.    The Proposed Organizational Documents do not include any provisions relating to Better Home & Finance’s ongoing existence; the default under the DGCL will make Better Home & Finance’s existence perpetual.
   See Article 49 of the Cayman Constitutional Documents.    Default rule under the DGCL.

Exclusive Forum (Organizational Documents Proposal D)

   The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
      See Article Twelfth of the Proposed Certificate of Incorporation.

 

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Cayman Constitutional Documents

  

Proposed Organizational Documents

Takeovers by Interested Shareholders (Organizational Documents Proposal D)

   The Cayman Constitutional Documents do not provide restrictions on takeovers of Aurora by a related shareholder following a business combination.    The Proposed Organizational Documents opt out of Section 203 of the DGCL, and, therefore, Better Home & Finance will not be subject to Section 203 of the DGCL relating to takeovers by interested shareholders.
      See Article Eighth of the Proposed Certificate of Incorporation.

Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D)

   The Cayman Constitutional Documents include various provisions related to Aurora’s status as a blank check company prior to the consummation of a business combination.    The Proposed Organizational Documents do not include such provisions related to Aurora’s status as a blank check company, which no longer will apply upon consummation of the Mergers, as Aurora will cease to be a blank check company at such time.
   See Article 49 of the Cayman Constitutional Documents.   

 

Q:

How will the Domestication affect my ordinary shares, warrants and units?

 

A:

As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Aurora Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock; (2) each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock; (3) each then-issued and outstanding Aurora warrant will convert automatically into a Better Home & Finance warrant, pursuant to the Warrant Agreement; and (4) each of the then-issued and outstanding units of Aurora that have not been previously separated into the underlying Aurora Class A ordinary shares and underlying Aurora warrants, upon the request of the holder thereof, will be cancelled and will entitle the holder thereof to one share of Better Home & Finance Class A common stock and one-quarter of one Better Home & Finance warrant. See the section entitled “Domestication Proposal” for additional information.

 

Q:

What are the U.S. federal income tax consequences of the Domestication?

 

A:

As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” the Domestication should constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations—U.S. Holders”) should be subject to Section 367(b) of the Code and, as a result:

 

   

A U.S. Holder who is a 10% Shareholder (as defined in the section entitled “U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section 367”) must include in income as a dividend the “all earnings and profits amount” attributable to the Aurora Class A ordinary shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code.

 

   

A U.S. Holder who, on the date of the Domestication, is not a 10% Shareholder but whose Aurora stock has a fair market value of $50,000 or more should recognize gain (but not loss) with respect to the Domestication unless such U.S. Holder makes a valid election to include in income as a dividend the “all earnings and profits amount” attributable to the Aurora Class A ordinary shares it directly owns, within the meaning of Treasury Regulations under Section 367 of the Code.

 

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A U.S. Holder who, on the date of the Domestication, is not a 10% Shareholder and whose Aurora Class A ordinary shares have a fair market value of less than $50,000 should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Domestication and should not be required to include any part of the “all earnings and profits amount” in income.

Aurora does not expect to have significant cumulative earnings and profits or a significant “all earnings and profits amount” on the date of the Domestication. Section 367 of the Code is discussed more fully under “U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section 367.

Certain U.S. Holders may be subject to adverse tax consequences as a result of the Domestication if Aurora were to be treated as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes during any taxable year that is included in the holding period of such U.S. Holder of Aurora Class A ordinary shares or Aurora warrants. If the Domestication is completed in 2021, Aurora believes that the “start-up exception” should apply to prevent Aurora from being treated as a PFIC during its taxable year ending in 2021 on the date of the Domestication, which taxable year would be the only taxable year of Aurora prior to the Domestication in which Aurora Class A ordinary shares or Aurora warrants were outstanding. The requirement to qualify for the start-up exception and the potential application of the PFIC rules to the Domestication are discussed more fully under “U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—PFIC Considerations.

Additionally, the Domestication may cause non-U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations—Non-U.S. Holders”) to become subject to U.S. federal withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s Better & Home Finance Class A common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. Each holder is urged to consult its tax advisor regarding the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “U.S. Federal Income Tax Considerations.

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and the Major Aurora Shareholders consisting of Shravin Mittal, who owns his shares through Unbound HoldCo Ltd. and is a member of the board of directors of Aurora, have agreed to waive their redemption rights in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor has also agreed to backstop the redemption pursuant to the Redemption Subscription Agreement discussed herein. See the section entitled “BCA Proposal—Related Agreements—Redemption Subscription Agreement.

 

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Q:

How do I exercise my redemption rights?

 

A:

If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

  (i)

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental, Aurora’s transfer agent, that Better Home & Finance redeem all or a portion of your public shares for cash; and

 

  (iii)

deliver your public shares to Continental, Aurora’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [], Eastern Time, on [], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, Aurora’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aurora’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of Aurora’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, Aurora’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Aurora’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, Aurora’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, Aurora’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, Aurora’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Better Home & Finance will redeem

 

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the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, Aurora’s transfer agent directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, Aurora’s transfer agent, by [●] [a.m.]/[p.m.], Eastern Time, on [●], 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

The U.S. federal income tax consequences of exercising your redemption rights to receive cash from the trust account in exchange for Better Home & Finance Class A common stock depend on your particular facts and circumstances. It is possible that a U.S. Holder (as defined in the section entitled “U.S. Federal Income Tax Considerations—U.S. Holders”) that exercises its redemption rights to receive cash from the trust account in exchange for its Better Home & Finance Class A common stock will generally be treated as selling such Better Home & Finance Class A common stock resulting in the recognition of gain or loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Better Home & Finance Class A common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “U.S. Federal Income Tax Considerations—U.S. Holders—Redemption of Better Home & Finance Class A Common Stock Received in the Domestication.”

Because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to shares of Better Home & Finance Class A common stock, U.S. Holders exercising such redemption rights should be subject to the tax consequences of the Domestication, including those discussed above under “U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—Section 367” and “U.S. Federal Income Tax Considerations—U.S. Holders—The Domestication—PFIC Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of Aurora’s initial public offering, an amount equal to $255,000,000 ($10.00 per unit) of the net proceeds from Aurora’s initial public offering and the sale of the private placement warrants was placed in the trust account. As of November 9, 2021, funds in the trust account totaled $278,018,257.11 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of

 

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  1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Aurora’s obligation to redeem 100% of the public shares if it does not complete a business combination by March 8, 2023 and (3) the redemption of all of the public shares if Aurora is unable to complete a business combination by March 8, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of Aurora public shares who properly exercise their redemption rights (subject to the Sponsor’s commitment to fund the purchase of Aurora shares to be redeemed pursuant to the Redemption Subscription Agreement); to pay the Cash Consideration in connection with the Business Combination; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Better Home & Finance following the Business Combination. See the section entitled “Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination.”

 

Q:

What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

 

A:

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of Better to consummate the Mergers are conditioned on, among other things, that as of the Closing, the Trust Amount plus the PIPE Investment is at least equal to the Minimum Available Cash Amount. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause Better Home & Finance’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

In connection with entry into the Merger Agreement, Aurora entered into the Redemption Subscription Agreement with the Sponsor and BB Trustees SA, as trustee of the Future Holdings Trust, an indirect parent of the Sponsor, as guarantor. Among other things, the Sponsor is responsible for 100% of the Backstop Purchase (as defined below).

The Redemption Subscription Agreement provides that immediately after the deadline for Aurora’s public shareholders to elect to redeem or convert their Aurora Class A ordinary shares from funds in the trust account in connection with the Merger Closing, Aurora will notify the Sponsor of the number of shares that Aurora’s public shareholders have elected to redeem (the “Shortfall”), and the Sponsor will subscribe for and purchase (the “Backstop Purchase”) from Aurora the number of shares of Better Home & Finance Class A common stock equal to the Shortfall, at a purchase price equal to $10.00 per share. For additional information, see the section entitled “BCA Proposal—Related Agreements—Redemption Subscription Agreement.

 

Q:

How will the level of redemptions by holders of Aurora’s Class A ordinary shares affect my ownership of Better Home & Finance upon the closing of the Business Combination?

 

A:

Because the Business Combination is structured as an acquisition of Better by Aurora, all Aurora ordinary shares outstanding prior to the Business Combination will remain outstanding after the Business

 

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  Combination. Pursuant to the Redemption Subscription Agreement, the Sponsor agreed to purchase the number of shares of Aurora Class A ordinary shares equal to the number of shares that Aurora’s public shareholders have elected to redeem. As a result, the only difference in the maximum and no redemptions scenarios is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock. Accordingly, the total number of Aurora ordinary shares to be outstanding at the closing of the Business Combination (and your relative ownership levels) will not be affected by the number of shares of Class A ordinary shares that are redeemed in connection with the Business Combination.

Furthermore, to the extent that holders of Class A ordinary shares redeem their Class A ordinary shares in connection with the Business Combination, their Aurora warrants will remain issued and outstanding notwithstanding the redemption of their Class A ordinary shares. Based on the trading price of the Aurora warrants of $1.64 per Aurora warrant as of November 9, 2021, the Aurora warrants owned by the holders of Class A ordinary shares were worth approximately $9,963,118.08 million in the aggregate, and the Aurora warrants owned by the Sponsor and its affiliates were worth approximately $3,750,165 million. Following the consummation of the Business Combination and pursuant to the terms of the Warrant Agreement, each whole Aurora warrant will be exercisable for one Aurora Class A ordinary share.

The following table illustrates varying ownership levels and voting power in Better Home & Finance immediately following the consummation of the Business Combination. These ownership percentages assume the exercise of all Better Warrants on a cash basis and the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus. See “Questions and Answers for Shareholders of Aurora—What equity stake and voting power will current Aurora shareholders and Better Stockholders hold in Better Home & Finance immediately after the consummation of the Business Combination?

 

     Share Ownership and Voting Power in Better Home & Finance(1)  
     Post-Business Combination(2)
No Redemptions
    Post-Business Combination(2)
Maximum Redemptions
 
     Number of
Shares
     Percentage of
Outstanding
Shares
    Percentage of
Voting Power
    Number of
Shares
     Percentage of
Outstanding
Shares
    Percentage of
Voting Power
 

Better Stockholders—Class A

     20,149,151        2.6     1.1     20,149,151        2.6     1.1

Better Stockholders—Class B(3)

     574,850,849        73.9     94.1     574,850,849        73.9     94.1

Aurora Public Shareholders—Class A

     24,300,287        3.1     1.3     —          —         —    

Sponsor—Class A

     29,060,058        3.7     1.6     53,360,345        6.9     2.9

SoftBank—Class A

     34,469,795        4.4     1.9     34,469,795        4.4     1.9

SoftBank—Class C

     95,530,205        12.3           95,530,205        12.3      
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

     778,360,345        100.0     100.0     778,360,345        100.0     100.0
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of October 18, 2021.

(2)

The aggregate cash amount received by Better Stockholders is equal to $950,000,000. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.” As a result of the Sponsor purchasing the total number of shares that Aurora public shareholders redeem under the Redemption Subscription Agreement, the consideration and per share value of the shares of Better Home & Finance Class A common stock held by Aurora’s non-redeeming shareholders under the maximum redemptions scenario is the same as under the no redemptions scenario— the only difference in the maximum and no redemptions scenarios is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock.

(3)

Includes 45,929,399 shares of Better Home & Finance Class B common stock to be issued to SoftBank II in respect of its holding of Better Capital Stock prior to the Closing. After consummation of the Business Combination, SoftBank, as an investor in the PIPE Investment, and SoftBank II, as a holder of Better capital stock, are collectively expected to beneficially own approximately 175,929,399 shares representing 9.4% of the voting power of Better Home & Finance common stock (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”).

 

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Q:

How will dilution affect the shareholders who elect not to redeem their shares in connection with the Business Combination?

 

A:

The following table illustrates varying ownership levels by and returns to holders of Better Home & Finance securities (including the Sponsor, the PIPE Investors and others) at various prices based on the pro forma ownership assumptions and the no-redemption scenario. Warrant dilution is calculated using the treasury stock method. This table does not contemplate any incentive awards under the 2021 Plan or 2021 ESPP as the number and terms of any such awards are not yet known.

Sponsor and certain directors of Aurora hold 6,950,072 Aurora Class B ordinary shares which will be converted to shares of Better Home & Finance Class A common stock in connection with the Mergers (including after giving effect to the Domestication). The anti-dilution provisions in the Aurora Class B ordinary shares will not result in additional dilution from the issuance of Aurora Class A ordinary shares on a greater than one-to-one basis in connection with the conversion of the Aurora Class B ordinary shares in connection with the Business Combination.

 

Share Price

  $ 5.00     $ 7.50     $ 10.00     $ 12.50     $ 15.00     $ 17.50     $ 20.00  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Number of Shares Held (millions):

 

         

Aurora Public Shares

    24.3       24.3       24.3       24.3       24.3       24.3       24.3  

Aurora Public Shares Held by Sponsor(1)

    3.5       3.5       3.5       3.5       3.5       3.5       3.5  

Aurora Public Warrants

    —         —         —         0.5       1.4       2.1       2.2  

Aurora Founder Shares(2)

    5.6       5.6       5.6       6.0       6.5       7.0       7.0  

Aurora Private Warrants(3)

    —         —         —         0.4       1.3       1.9       2.3  

PIPE Subscribers

    150.0       150.0       150.0       150.0       150.0       150.0       150.0  

SoftBank

    130.0       130.0       130.0       130.0       130.0       130.0       130.0  

Sponsor

    20.0       20.0       20.0       20.0       20.0       20.0       20.0  

Better Existing Stockholders Equity Rollover

    595.0       595.0       595.0       599.0       601.7       603.6       605.1  

Post-Money Equity Value ($, millions)

  $ 3,892     $ 5,838     $ 7,784     $ 9,797     $ 11,831     $ 13,866     $ 15,886  

Implied Returns ($, millions, unless otherwise noted):

             

Illustrative Aurora Public Shareholder
1-Year Return (%)

    (50 %)      (25 %)      —         28     59     90     118

Illustrative PIPE Subscriber 1-Year
Return (%)(4)

    (50 %)      (25 %)      —         25     50     75     100

Sponsor Gain, excluding PIPE Investment

  $ 3     $ 26     $ 49     $ 83     $ 127     $ 174     $ 212  

Illustrative Sponsor 1-Year Return, excluding PIPE Investment (%)

    8     62     116     197     303     415     507

Sponsor (Loss) Gain, including its PIPE Investment(5)

  ($ 97   ($ 24   $ 49     $ 133     $ 227     $ 324     $ 412  

Illustrative Sponsor 1-Year Return, including its PIPE Investment (%)

    (40 %)      (10 %)      20     55     94     134     170

Implied Ownership of Better Home & Finance (%):

             

Aurora Public Stockholders

    3.1     3.1     3.1     3.2     3.3     3.3     3.3

Sponsor, excluding its PIPE Investment

    1.2     1.2     1.2     1.3     1.4     1.6     1.6

PIPE Investors

    19.3     19.3     19.3     19.1     19.0     18.9     18.9

SoftBank

    16.7     16.7     16.7     16.6     16.5     16.4     16.4

Sponsor

    2.6     2.6     2.6     2.6     2.5     2.5     2.5

Better Existing Stockholders Equity Rollover

    76.4     76.4     76.4     76.4     76.3     76.2     76.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    100.0     100.0     100.0     100.0     100.0     100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Implied Dilution from Aurora Founder Shares and Aurora Private Warrants

    0.7     0.7     0.7     0.8     1.0     1.1     1.2

 

(1)

Reflects Auroa Class A ordinary shares purchased by Sponsor.

 

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(2)

Reflects Aurora Class B ordinary shares held by Sponsor that will convert to Aurora Class A ordinary shares in connection with the Business Combination, as well as the release of lock-ups on such shares at $12.50, $15.00, and $17.50. The number of Class A ordinary shares issuable upon conversion of all Aurora Class B ordinary shares is equal, in the aggregate, to 20% of the total number of Class A ordinary shares outstanding after such conversion, including the total number of Aurora Public Shares and Aurora Public Shares held by Sponsor. See “BCA Proposal—Anti-Dilution Rights – Aurora Class B Ordinary Shares.”

(3)

Reflects private warrants held by Sponsor and Aurora’s directors and officers, as well as the release of lock-ups on shares underlying such warrants at $12.50, $15.00, and $17.50.

(4)

Assumes entry price of $10 per share for PIPE Investment.

(5)

Includes Public Shares and Public Warrants.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of Aurora and stockholders of Better, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the HSR Act and certain other required regulatory approvals, (iv) receipt of approval for listing on Nasdaq of the shares of Better Home & Finance Class A common stock to be issued in connection with the Mergers, (v) that Aurora have at least $5,000,001 of net tangible assets upon closing, (vi) the absence of any governmental orders or injunctions preventing or otherwise prohibiting or making the consummation of the Business Combination illegal, and (vii) the ability to obtain approvals for the Business Combination from state regulators, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the FHA, and the VA.

Another condition to Aurora’s and Merger Sub’s obligations to consummate the Mergers is the absence of a Better Material Adverse Effect (as defined below). For more information about conditions to the consummation of the Business Combination, see the section entitled “BCA Proposal—The Merger Agreement.

In addition, the consummation of the Business Combination and the Transactions require approval from, among others, Fannie Mae. As of the date of this proxy statement/prospectus, Better has obtained approval from Fannie Mae. For more information about the regulatory framework to which Better is subject, see “Information About Better—Government Regulations Affecting Mortgage Loan Production, Servicing and Ancillary Service.”

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated in the fourth quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to Aurora shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by Aurora’s shareholders at the extraordinary general meeting and Aurora elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see the section entitled “BCA Proposal—The Merger Agreement.

 

Q:

What happens if the Business Combination is not consummated?

 

A:

If Aurora is not able to complete the Business Combination with Better by March 8, 2023 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, Aurora will: (1) cease all operations except for the purpose of winding-up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem

 

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  the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest will be net of taxes payable), divided by the number of then-issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Aurora will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

 

A:

Neither Aurora’s shareholders nor Aurora’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

 

Q:

What do I need to do now?

 

A:

Aurora urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Aurora’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

How do I vote?

 

A:

If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or virtually, obtain a valid proxy from your broker, bank or nominee.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to

 

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  how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

 

Q:

When and where will the extraordinary general meeting be held?

 

A:

The extraordinary general meeting will be held at [●] [a.m.]/[p.m.], Eastern Time, on [●], 2021, at [●] or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

 

Q:

Who is entitled to vote at the extraordinary general meeting?

 

A:

Aurora has fixed [●] as the record date for the extraordinary general meeting. If you were a shareholder of Aurora at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or virtually or is represented by proxy at the extraordinary general meeting.

 

Q:

How many votes do I have?

 

A:

Aurora shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were [●] ordinary shares issued and outstanding, of which [●] were issued and outstanding public shares.

 

Q:

What constitutes a quorum?

 

A:

A quorum of Aurora shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. As of the record date for the extraordinary general meeting, [●] ordinary shares would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the extraordinary general meeting?

 

A:

The following votes are required for each proposal at the extraordinary general meeting:

 

  (i)

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (iii)

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals A, B, C and D requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (iv)

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Aurora Class B

 

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  ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.

 

  (v)

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (vi)

Incentive Equity Plan Proposal: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (viii)

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (ix)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

Q:

What are the recommendations of Aurora’s board of directors?

 

A:

Aurora’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Aurora’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How does the Sponsor intend to vote their shares?

 

A:

The Sponsor, a Major Aurora Shareholder, has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor (including Aurora’s independent directors) owns 20% of the issued and outstanding ordinary shares. Additionally, Shravin Mittal, a Major Aurora Shareholder who owns his shares through Unbound HoldCo, also entered into the Aurora Holder Support Agreement, and agreed to vote in favor of all the proposals being presented at the extraordinary general meeting.

 

Q:

What happens if I sell my Aurora ordinary shares before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

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Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to Aurora’s Secretary at Aurora’s address set forth below so that it is received by Aurora’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on [●], 2021) or attend the extraordinary general meeting in person or virtually and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Aurora’s Secretary, which must be received by Aurora’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder or warrant holder of Better Home & Finance. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Aurora. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

 

Q:

What should I do with my share certificates, warrant certificates or unit certificates?

 

A:

Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, Aurora’s transfer agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], Eastern Time, on [●], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of Aurora units, Aurora Class A ordinary shares, Aurora Class B ordinary shares and Aurora warrants will receive shares of Better Home & Finance Class A common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

 

A:

Aurora will pay the cost of soliciting proxies for the extraordinary general meeting. Aurora has engaged Okapi Partners LLC (“Okapi Partners”) to assist in the solicitation of proxies for the extraordinary general meeting. Aurora has agreed to pay Okapi Partners a fee of $22,500, plus disbursements (to be paid with

 

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  non-trust account funds). Aurora will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Aurora Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Aurora Class A ordinary shares and in obtaining voting instructions from those owners. Aurora’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Where can I find the voting results of the extraordinary general meeting?

 

A:

The preliminary voting results will be expected to be announced at the extraordinary general meeting. Aurora will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

LOGO

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Shareholders and All Others call toll-free: (888) 785-6673

Banks and Brokerage Firms, please call (212) 297-0720

Email: info@okapipartners.com

You also may obtain additional information about Aurora from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, Aurora’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [●], Eastern Time, on [●], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th floor

New York, NY 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitledBCA Proposal—The Merger Agreement. Unless otherwise specified, all share calculations assume the pro forma ownership assumptions.

The Parties to the Business Combination

Aurora

Aurora Acquisition Corp. is a blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Aurora has not engaged in any operations to date. Based on Aurora’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On March 8, 2021, Aurora consummated its initial public offering of its units, with each unit consisting of one Aurora Class A ordinary share and one-quarter of one Aurora public warrant, which included the full exercise by the underwriters of the over-allotment option. Concurrently with the closing of the initial public offering, Aurora closed two separate private placements with its Sponsor, and certain executive officers and directors of Aurora, generating $41,400,000 in additional gross proceeds, including 3,500,000 units at a price of $10.00 per unit, for gross proceeds of $35,000,000 and 4,266,667 Aurora private warrants, each exercisable to purchase one Aurora Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.50 per Aurora private warrant, for gross proceeds of $6,400,000. The Aurora private warrants are identical to the Aurora public warrants sold as part of the units in Aurora’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of Aurora’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.

Following the closing of Aurora’s initial public offering, a total of $225.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the Aurora private warrants were placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasury securities and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. As of June 30, 2021, funds in the trust account totaled $278,005,993. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of Aurora’s obligation to redeem 100% of the Aurora public shares if it does not complete a business combination by March 8, 2023 and (3) the redemption of all of the Aurora public shares if Aurora is unable to complete a business combination by March 8, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

The Aurora units, Aurora Class A ordinary shares and Aurora public warrants are currently listed on Nasdaq under the symbols “AURCU,” “AURC” and “AURCW,” respectively.

 

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Aurora’s principal executive office is located at 20 North Audley Street, London W1K 6LX, United Kingdom. Its telephone number is +44 20 3931 9785. Aurora’s corporate website address is https://aurora-acquisition.com/. Aurora’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

The following diagram illustrates the organizational structure of Aurora immediately prior to the Business Combination:

LOGO

Merger Sub

Aurora Merger Sub I, Inc. (“Merger Sub”) is a Delaware corporation, incorporated on May 3, 2021, and a wholly owned subsidiary of Aurora. The Merger Sub does not own any material assets or operate any business.

Better

Better is a Delaware corporation, initially organized as a limited liability company in Delaware on February 24, 2014, which then converted into a Delaware corporation in April 2015 when it commenced operations. Better has combined technology innovation and fresh thinking with a deep customer focus to revolutionize a homeownership industry that has remained stagnant for decades. Better started by redesigning the mortgage manufacturing process, and, since then, has built towards its broader vision of revolutionizing homeownership.

Through its Home Finance business line, Better offers a wide range of mortgage loan products. Home Finance offers conforming mortgage loans, FHA and VA loans, and jumbo mortgage loans (which Better sells to a network of loan purchasers, including to the GSEs, via Better’s proprietary matching engine) and earns revenue on the sale of each loan. Better’s proprietary technology allows customers to see their rate options in as little as three seconds, get pre-approved in as little as three minutes, lock in rates and get connected to a real estate agent in as little as 30 minutes and close their loan in as little as three weeks. In 2020, 96% of Better’s loans conformed to GSE standards, and for the six months ended June 30, 2021, 95% of Better’s loans conformed to GSE standards. For its loan products, as of September 1, 2021, Better is licensed to operate in 47 states and the District of Columbia across various credit and income profiles.

Through Better Plus, Better offers real estate agent services through its national network of third-party real estate agents and its recently launched in-house real estate agent program, as well as title insurance, homeowners insurance, and settlement services. Due to state licensing and other regulations, the number of Better Plus products available to customers in some states is limited.

 

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For the years ended December 31, 2020 and 2019, Better’s Funded Loan Volume was $24.2 billion and $4.9 billion, respectively, representing year-over-year growth of approximately 393%. For the years ended December 31, 2020 and 2019, Better’s revenue was approximately $875.6 million and $89.2 million, respectively, representing year-over-year growth of approximately 882%. Better recorded net income of $172.1 million and incurred a net loss of $67.6 million for the years ended December 31, 2020 and 2019, respectively.

For the six months ended June 30, 2021, Better’s Funded Loan Volume and revenue was $28.8 billion and $679.6 million, respectively, compared to $7.1 billion and $237.0 million in the six months ended June 30, 2020, representing year-over-year growth of approximately 305.6% and approximately 186.7%, respectively. Although Better recognized net income of $82.3 million in the quarter ended March 31, 2021, Better incurred a net loss of $86.0 million in the second quarter of 2021. Further, on a preliminary basis, Better expects to report a net loss of between $85 million and $100 million for the quarter ended September 30, 2021. Better expects its losses to further deteriorate in the fourth quarter of 2021 to exceed third quarter losses due to fluctuations in interest rates, a recent reorganization of Better’s sales and operations teams and continued investments that it intends to make in its business (including investments to expand its product offerings) as it focuses on overall revenue and funded loan growth. For more information, see “Better Preliminary Second Half 2021 Business Update” and “Risk Factors—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—We have a history of operating losses and may not maintain profitability in the future.” These preliminary results are forward-looking in nature and, therefore, also should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” As a result of these changes, Better may require additional capital resources to grow its business. Better believes that its high rate of growth and profitability in 2020 and the first quarter of 2021 were partially driven by interest rates being at historic lows and the increased use of online services, both as a result of the COVID-19 pandemic, and does not believe that the growth rate it experienced in the quarter ended March 31, 2021 and the year ended December 31, 2020 is representative of expected future growth rates. You should not rely on the revenue growth of prior periods as an indication of Better’s future performance or prospects. Many factors may contribute to declines in Better’s growth rate or failure to achieve or maintain consistent profitability, including fluctuations in interest rates, greater market penetration, increased competition, slowing demand for its product offerings, changes in demand for online services as pandemic-related restrictions continue to ease, increased costs required to maintain or a failure to capitalize on growth opportunities, the maturation of its business and changes in economic conditions generally and in those affecting the housing and mortgage markets specifically, among others. For a discussion of risks applicable to Better’s business, including with respect to its history of net losses and its ability to grow its business, please see the section entitled “Risk Factors—Risks Related to Better’s Business.”

As of June 30, 2021, Better had approximately 8,100 team members, of which approximately 5,000 were located in the United States and approximately 3,100 in India. As of June 30, 2021, approximately 600 Better team members work in technology and product development, of which nearly all are located in the United States. These team members are responsible for developing, improving, and maintaining Better’s proprietary technology systems and homeownership platform. As of June 30, 2021, approximately 5,700 Better team members work in production roles, of which approximately 3,300 are located in the United States and approximately 2,400 in India. Parts of our loan production process require Better team members to assist customers through their home purchase or refinance journeys, or complete underwriting, processing, and closing tasks on behalf of customers. Additionally, approximately 750 team members work in Better Plus business lines, primarily as real estate and insurance agents. The majority of Better’s remaining team members work in general corporate functions.

Better’s principal executive office is located at 3 World Trade Center, 175 Greenwich Street, 59th Floor, New York, NY 10007. Its telephone number is (646) 830-0086. It also has offices in Charlotte, North Carolina; Oakland, California; Irvine, California; and Gurgaon, India. Better does not own any real property. Better’s corporate website address is https://better.com/. Better’s website and the information contained on, or that can be

 

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accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

The following diagram illustrates the organizational structure of Better immediately prior to the Business Combination:

LOGO

The following diagram illustrates the structure of Better Home & Finance immediately following the Business Combination, including the approximate ownership percentage of each listed stockholder or stockholder group by class of Better Home & Finance common stock under both no redemptions and maximum redemptions scenarios. These ownership percentages assume the exercise of all Better Warrants on a cash basis and the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus. See “Questions and Answers for Shareholders of Aurora—What equity stake and voting power will current Aurora shareholders and Better Stockholders hold in Better Home & Finance immediately after the consummation of the Business Combination?

 

 

LOGO

 

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SoftBank and the Sponsor comprise the PIPE Investors. SoftBank will receive Better Home & Finance Class A common stock and Better Home & Finance Class C common stock in respect of its portion of the PIPE

Investment, while the Sponsor will receive through the PIPE Investment Better Home & Finance Class A common stock. After consummation of the Business Combination, SoftBank, as an investor in the PIPE Investment, and SoftBank II, as a holder of Better capital stock before the Business Combination, are collectively expected to beneficially own approximately 175,929,399 shares representing 9.4% of the voting power of Better Home & Finance (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”).

Transaction Summary

Below is a step-by-step list illustrating the material events relating to the Domestication and Mergers. Each of these events, as well as any conditions to their consummation, is discussed in more detail elsewhere in this proxy statement/prospectus.

 

   

Step 1 – Domestication – No later than one business day before the expected Closing Date, Aurora will implement the Domestication by effecting a deregistration under Article 206 of the Cayman Islands Companies Law (2020 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Aurora’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For further details, see the section entitled “Domestication Proposal.”

 

   

Step 2 – PIPE Investment – After the Domestication and prior to the Closing, the PIPE Investors, which as of the date of this proxy statement/prospectus comprise SoftBank and the Sponsor, will purchase an aggregate of 150,000,000 Aurora Class A and Class C ordinary shares pursuant to the PIPE Investment at a purchase price of $10.00 per share, resulting in $1.5 billion aggregate proceeds to Aurora.

 

   

Step 3 – Redemption Subscription – Immediately after the deadline for redemption or conversion of the Aurora Class A ordinary shares held by its public shareholders, Aurora will notify the Sponsor of the number of shares that its shareholders have elected to redeem and each subscriber party to the Redemption Subscription Agreement, which as of the date of this proxy statement/prospectus comprises the Sponsor, will purchase from Aurora the number of shares of such Aurora Class A ordinary shares to be redeemed at a purchase price equal to $10.00 per share.

 

 

   

Step 4 – First Merger – On the Closing Date, Better will merge with and into Merger Sub I, with Better surviving as a wholly owned subsidiary of Aurora. At this point, Better stockholders’ shares will convert into the right to receive the applicable share of the Aggregate Merger Consideration.

 

   

Step 5 – Second Merger – On the Closing Date, immediately after the first merger described above, Better will merge with and into its parent, Aurora, with Aurora surviving and changing its corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with closing the Business Combination.

Proposals to be Put to the Shareholders of Aurora at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of Aurora and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

 

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BCA Proposal

As discussed in this proxy statement/prospectus, Aurora is asking its shareholders to approve by ordinary resolution and adopt the Merger Agreement, dated as of May 10, 2021, by and among Aurora, Merger Sub and Better. The Merger Agreement provides for, among other things, following the Domestication of Aurora to Delaware as described below, the mergers of (x) Merger Sub with and into Better, with Better surviving the merger as a wholly owned subsidiary of Aurora (the “First Merger”) and (y) Better with and into Aurora, with Aurora surviving the merger (the “Second Merger” and together with the First Merger, the “Mergers”), in each case in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination,” Aurora’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for Aurora’s initial public offering. For more information about the transactions contemplated by the Merger Agreement, see the section entitled “BCA Proposal.”

Aggregate Merger Consideration

The aggregate merger consideration (“Aggregate Merger Consideration”) will consist, among other things, of (1) an amount in cash equal to $950,000,000, as adjusted in accordance with the Merger Agreement (the “Cash Consideration”) and (2) a number of shares of Better Home & Finance Class A common stock, Better Home & Finance Class B common stock or Better Home & Finance Class C common stock equal to (A) 595,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards (the “Stock Consideration”). The aggregate stock consideration available to Better Stockholders will be equal to the Stock Consideration (595,000,000 shares) less the aggregate amount of Aurora common shares that would be issuable upon the net exercise or conversion of the Better Awards. As a result of and upon the Closing (as defined below), among other things, (i) all outstanding shares of Better common stock as of immediately prior to the effective time of the First Merger will be cancelled in exchange for the right to receive, at the election of the holders thereof, the Cash Consideration and the Stock Consideration (as described further in the immediately succeeding paragraph); (ii) all Better Awards outstanding as of immediately prior to the effective time of the First Merger will be converted, based on the Exchange Ratio, into awards based on shares of Better Home & Finance Class B common stock; and (iii) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock. Both the Cash Consideration and Stock Consideration will be prorated as necessary to ensure that the aggregate amount of the Cash Consideration remains $950,000,000 and the Stock Consideration remains an aggregate number of shares of Better Home & Finance common stock equal to (A) 595,000,000, minus (B) the aggregate amount of Better Home & Finance Class B common stock that would be issuable upon the net exercise or conversion, as applicable, of the Better Awards. Holders of existing Better Awards and Better Warrants are not eligible to make cash elections with respect to the shares underlying such instruments unless exercised prior to the Closing Date. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.”

Illustrative Examples of Allocation of Merger Consideration

For illustrative purposes only, the following examples describe the application of the allocation provisions of the Merger Agreement in the case of an undersubscription of shares electing Cash Consideration and in the case of an oversubscription of shares electing Cash Consideration. Solely for the purposes of the following examples, it is assumed that:

 

   

there are approximately 205,000,000 shares of Better common stock issued and outstanding on the Closing Date that will be converted into the right to receive the Aggregate Merger Consideration and 30,000,000 shares underlying Better Awards (on a net exercise basis);

 

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the value of a single share of Better Home & Finance common stock received as Stock Consideration is $10;

 

   

there are approximately 30,000,000 shares underlying existing Better options, warrants, RSUs, and restricted stock on an assumed net exercise basis.

 

   

the Exchange Ratio is approximately 2.9x, which is calculated as the quotient obtained by dividing (a) 690,000,000 by (b) the aggregate fully diluted shares of Better common stock (including shares underlying Better Awards (on a net exercise basis).

Scenario 1 (Undersubscription of cash election shares): In the event that there are 20,000,000 shares electing Cash Consideration and 185,000,000 shares electing Stock Consideration:

 

   

all 20,000,000 shares electing Cash Consideration are converted into the right to receive the cash consideration; and

 

   

of the 185,000,000 shares electing Stock Consideration, 12,355,072 shares are converted into the right to receive the Cash Consideration, and the remaining 172,644,928 shares are converted into the right to receive the Stock Consideration.

 

   

A Better stockholder that makes an election to receive the Stock Consideration as to 1,000 shares would have 67 shares converted into the right to receive $1,961 in cash and the remaining 933 shares converted into the right to receive Stock Consideration consisting of 2,740 shares of Better Home & Finance common stock (plus $2 cash in lieu of a fractional share of Better Home & Finance common stock).

Scenario 2 (Oversubscription of cash election shares): In the event that there are 185,000,000 shares electing Cash Consideration and 20,000,000 shares electing Stock Consideration:

 

   

all 20,000,000 shares electing Stock Consideration are converted into the right to receive the Stock Consideration; and

 

   

of the 185,000,000 shares electing Cash Consideration, 32,355,072 are converted into the right to receive the Cash Consideration and the remaining 152,644,928 are converted into the right to receive the Stock Consideration.

 

   

a Better stockholder who makes an election for Cash Consideration as to 1,000 shares would have 175 shares converted into the right to receive $5,135 in cash and the remaining 825 shares converted into the right to receive Stock Consideration consisting of 2,423 shares of Better Home & Finance common stock (plus $23 cash in lieu of a fractional share of Better Home & Finance common stock).

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

 

   

approval by Aurora’s shareholders and Better’s stockholders of the Business Combination and related agreements and transactions;

 

   

effectiveness of the registration statement of which this proxy statement/prospectus forms a part;

 

   

all approvals with respect to the requisite regulatory approvals, including approvals from federal and state insurance and mortgage-licensing authorities, as applicable;

 

   

expiration or termination of the waiting period under the HSR Act;

 

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the absence of governmental order or law which has become final and nonappealable and has the effect of making consummation of the Mergers illegal or otherwise preventing or prohibiting consummation of the Mergers and the ability to obtain approvals for the Business Combination from state regulators, Fannie Mae, Freddie Mac, the FHA, and the VA;

 

   

that Aurora has at least $5,000,001 of net tangible assets upon Closing;

 

   

that Aurora will hold in cash an amount at least equal to Minimum Available Cash Amount upon Closing;

 

   

the absence of a Better Material Adverse Effect;

 

   

approval for listing on Nasdaq of the shares of Better Home & Finance common stock to be issued in connection with the Mergers; and

 

   

the completion of the domestication.

For further details, see the section entitled “BCA Proposal—The Merger Agreement.

Domestication Proposal

As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then Aurora will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the board of directors of Aurora has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of Aurora’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Aurora is currently governed by the Cayman Islands Companies Act, upon the Domestication, Aurora will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, Aurora encourages shareholders to carefully review the information in the section entitled “Comparison of Corporate Governance and Shareholder Rights.”

As a result of and upon the effective time of the Domestication, (1) each of the then-issued and outstanding Aurora Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock; (2) each of the then-issued and outstanding Aurora Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Better Home & Finance Class A common stock; (3) the terms of the Better Home & Finance Class B common stock will carry three votes; (4) the Better Home & Finance Class C common stock will be created and a sufficient number of shares thereof authorized to effect the transactions contemplated under the Merger Agreement and under the Ancillary Agreements; (5) each then-issued and outstanding warrant of Aurora will convert automatically into a Better Home & Finance warrant, pursuant to the Warrant Agreement; and (6) each then-issued and outstanding Aurora unit will separate automatically into one share of Better Home & Finance Class A common stock and one-quarter of one Better Home & Finance warrant. For further details, see the section entitled “Domestication Proposal.”

Organizational Documents Proposals

If the BCA Proposal and the Domestication Proposal are approved, Aurora will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. Aurora’s board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Better Home & Finance after the Business Combination. Approval

 

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of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

 

  A.

Proposal No. 3a—Organizational Documents Proposal A—to authorize by ordinary resolution the change in the authorized share capital of Aurora from (i) 500,000,000 Aurora Class A ordinary shares, 50,000,000 Aurora Class B ordinary shares and 5,000,000 Former preference shares, to (ii) 1,750,000,000 shares of Better Home & Finance Class A common stock, 600,000,000 shares of Better Home & Finance Class B common stock, 800,000,000 shares of Better Home & Finance Class C common stock and 100,000,000 shares of Better Home & Finance preferred stock;

 

  B.

Proposal No. 3b—Organizational Documents Proposal B—to authorize by ordinary resolution the Better Home & Finance board of directors to issue any or all shares of Better Home & Finance preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the board of directors of and as may be permitted by the DGCL;

 

  C.

Proposal No. 3c—Organizational Documents Proposal C—to provide by ordinary resolution that (i) holders of shares of Better Home & Finance Class A common stock will be entitled to cast one vote per share of Better Home & Finance Class A common stock, (ii) holders of shares of Better Home & Finance Class B common stock will be entitled to cast three votes per share of Better Home & Finance Class B common stock and (iii) holders of shares of Better Home & Finance Class C common stock will not be entitled to vote and not have any voting rights other than as provided by applicable law or the Proposed Certificate of Incorporation, as applicable; and

 

  D.

Proposal No. 3d—Organizational Documents Proposal D—to authorize by ordinary resolution all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication and in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex B and Annex D, respectively), including (1) changing the corporate name from “Aurora Acquisition Corp.” to “Better Home & Finance Holding Company” in connection with the Business Combination, (2) making Better Home & Finance’s corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) opting out of the provisions of Section 203 of DGCL and (5) removing certain provisions related to Aurora’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which Aurora’s board of directors believes is necessary to adequately address the needs of Better Home & Finance after the Business Combination.

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents, and Aurora encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of Better Home & Finance.

Director Election Proposal

Assuming the BCA Proposal, the Domestication Proposal and each of the Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Equity Plan Proposal and the ESPP Proposal are approved, the holders of Aurora’s Class B ordinary shares are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the Board will consist of 8 directors. For additional information on the proposed directors, see the section entitled “Director Election Proposal.” Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.

 

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Stock Issuance Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, Incentive Equity Plan Proposal and the ESPP Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see the section entitled “Stock Issuance Proposal.”

Incentive Equity Plan Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the ESPP Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the Incentive Equity Plan Proposal, in order to comply with Section 5635 of the Nasdaq Listed Company Manual and the Internal Revenue Code. For additional information, see the section entitled “Incentive Equity Plan Proposal.”

ESPP Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Equity Plan Proposal are approved, Aurora’s shareholders are also being asked to approve by ordinary resolution the ESPP Proposal, in order to comply with Section 5635(c) of Nasdaq’s Listed Company Manual and the Internal Revenue Code. For additional information, see the section entitled “ESPP Proposal.”

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize Aurora to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), Aurora’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see the section entitled “Adjournment Proposal.”

Aurora’s Board of Directors’ Reasons for the Business Combination

Aurora was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the Aurora board of directors consulted with Aurora’s management and considered a number of factors. In particular, the Aurora board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

 

   

Better and the Business Combination. The Aurora board of directors considered the following factors related to Better and the Business Combination:

a. Better’s Growth Prospects. The Aurora board of directors considered Better’s fast-growing homeownership platform, with over $24.2 billion Funded Loan Volume in 2020 (representing 393% year-over-year growth from 2019), approximately $8.8 billion in insurance coverage written in 2020, including both title insurance and homeowners insurance (representing approximately 700% growth from 2019), and approximately $694 million in real estate transaction volume in 2020 (representing approximately 414% growth from 2019).

 

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b. Better’s proprietary, data-driven technology platform. The Aurora board of directors believes that Better’s platform called “Tinman” is among the leading supervised learning networks for homeownership finance. It automates special underwriting functions and enables Better to provide customers faster turnaround times, lower rates, more certainty of decisions, and, most importantly, allows Better to empower its customers by more clearly presenting the rules and criteria for underwriting a mortgage that were previously hidden in someone’s mind, sitting in a bank branch or a central processing facility. The Aurora board of directors believes that Tinman underpins Better’s efficient, low-cost model and allows Better to offer customers lower rates.

c. Better’s Growing Customer Base. The Aurora board of directors believes that Better provides a fundamentally different approach to homeownership by leveraging its technology to reduce prices, surface the widest range of appropriate products available to customers, and then match them instantly and frictionlessly with these products. As a result, Better uses an integrated platform to offer home finance; one-click title insurance; one-click homeowners insurance; and one-click real estate agent matching. Better’s digital platform allows communication with customers to serve their needs.

d. Better’s Expansive Future Opportunities. The Aurora board of directors believes that Better’s platform is built to scale rapidly and adapt to growth opportunities across the home finance landscape. Further, the Aurora board of directors believes that Better’s software-centric approach enables efficient expansion into new markets, including to traditionally underserved markets.

e. Experienced and Proven Management Team. The Aurora board of directors believes that Better’s management team has extensive experience in key aspects of the home finance and technology industries: a team led by founder and Chief Executive Officer Vishal Garg, with a proven record in consumer lending and fintech; Chief Financial Officer Kevin Ryan, with over 20 years of experience in financial services investment banking; Chief Technology Officer Diane Yu, with extensive experience in technical architecture and engineering; and Chief Compliance Officer Paula Tuffin, with valuable legal experience at both the Consumer Financial Protection Bureau, where she served as senior litigation counsel, and as a litigation partner at Mayer Brown. For additional information regarding Better Home & Finance’s executive officers, see the section entitled “Management of Better Home & Finance Following the Business Combination—Executive Officers.”

For a more complete description of the Aurora board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the Aurora board of directors, see the section entitled “BCA Proposal—Aurora’s Board of Directors’ Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see the section entitled “BCA Proposal—Related Agreements.”

Aurora Holder Support Agreement

In connection with the execution of the Merger Agreement, Aurora entered into an Aurora holder support agreement (the “Aurora Holder Support Agreement”), dated as of May 10, 2021, among Novator Capital Sponsor Limited and Shravin Mittal, a member of the board of directors of Aurora, who owns his shares through Unbound HoldCo Ltd. (collectively, the “Major Aurora Shareholders”), and Better, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E. Under the Aurora Holder Support Agreement, the Major Aurora Shareholders agree that, among other things, at any meeting of the shareholders and in any action

 

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by written consent of the shareholders, the Major Aurora Shareholders will: (i) approve the Domestication, including the approval of all documents related thereto, (ii) approve the changing of Aurora’s name, and (iii) vote all of their shares for the Business Combination and related transactions (including the issuance of shares of Better Home & Finance common stock in connection with the Business Combination and Domestication, pursuant to the PIPE Subscription Agreement and the Redemption Subscription Agreement), each upon the effectiveness of the Registration Statement (as defined below). For additional information, see the section entitled “BCA Proposal—Related Agreements—Aurora Holder Support Agreement.

Better Holder Support Agreement

In connection with the execution of the Merger Agreement, Aurora entered into a Better holder support agreement (the “Better Holder Support Agreement”), dated as of May 10, 2021, among certain shareholders, directors and executive officers of Better (the “Major Better Stockholders”), and Better, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F. Under the Better Holder Support Agreement, the Major Better Stockholders agree, among other things, that at any meeting of the shareholders and in any action by written consent of the shareholders, such Major Better Stockholders will vote all of their shares for the Business Combination and related transactions upon the effectiveness of this proxy statement/prospectus. The Better Holder Support Agreement also includes lock-up provisions, which restrict the ability of such Major Better Stockholders to transfer shares of Better Home & Finance common stock following the Closing for the periods, and subject to the permitted transfers, described therein. Better Stockholders that beneficially own greater than 1% of Better’s capital stock as of the date of the Merger Agreement and who are not parties to the Better Holder Support Agreement will also be subject to the same transfer restrictions, which will be set forth in the Proposed Certificate of Incorporation. For additional information, see the section entitled “BCA Proposal—Related Agreements—Better Holder Support Agreement.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Better Home & Finance (as the surviving corporation after the Second Merger), certain legacy Better stockholders and Sponsor will enter into an amended and restated registration rights agreement, a copy of which is attached to this proxy statement/prospectus as Annex G (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Better Home & Finance will be required to register for resale securities held by the stockholders party thereto. Better Home & Finance will have no obligation to facilitate or participate in more than two underwritten offerings at the request or demand of the Sponsor and no more than three underwritten offerings at the request or demand of the legacy Better stockholder parties. In addition, the holders have certain customary “piggyback” registration rights and block trade rights with respect to registrations initiated by Better Home & Finance. Better Home & Finance will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement. For additional information, see the section entitled “BCA Proposal—Related Agreements—Registration Rights Agreement.

PIPE Subscription Agreement

Aurora entered into a subscription agreement (the “PIPE Subscription Agreement”), dated as of May 10, 2021, with SB Northstar LP (“SoftBank”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex H, pursuant to which, among other things, SoftBank agreed to subscribe for and purchase an aggregate number of shares of Better Home & Finance Class A common stock and Better Home & Finance Class C common stock equal to 150,000,000, subject to adjustment as further described therein. For additional information, see the section entitled “BCA Proposal—Related Agreements—PIPE Subscription Agreement.

 

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Sponsor Subscription Agreement

Aurora entered into a subscription agreement (the “Sponsor Subscription Agreement”), dated as of May 10, 2021, with Novator Capital Sponsor Ltd. (the “Sponsor”) and BB Trustees SA, as trustee of the Future Holdings Trust, an indirect parent of the Sponsor, as guarantor (the “Sponsor Guarantor”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex I, pursuant to which, among other things, the Sponsor agreed to subscribe for and purchase a number of shares of Better Home & Finance Class A common stock with an aggregate value equal to $200,000,000 at the per share purchase price of $10.00 for each share of the Better Home & Finance Class A common stock, the funding of which will reduce SoftBank’s commitment under the PIPE Subscription Agreement on a dollar-for-dollar basis. For additional information, see the section entitled “BCA Proposal—Related Agreements—Sponsor Subscription Agreement.

Redemption Subscription Agreement

Aurora entered into a redemption subscription agreement (the “Redemption Subscription Agreement”), dated as of May 10, 2021, with the Sponsor and the Sponsor Guarantor, as guarantor, a copy of which is attached to the accompanying proxy statement/prospectus as Annex J, pursuant to which, among other things, the Sponsor is responsible for 100% of the Backstop Purchase (as defined below).

The Redemption Subscription Agreement provides that immediately after the deadline for Aurora’s public shareholders to elect to redeem or convert their Aurora Class A ordinary shares from funds in Aurora’s trust account in connection with the Merger Closing, Aurora will notify the Sponsor of the number of shares that Aurora’s public shareholders have elected to redeem (the “Shortfall”), and the Sponsor will subscribe for and purchase (the “Backstop Purchase”) from Aurora the number of shares of Better Home & Finance Class A common stock equal to the Shortfall, at a purchase price equal to $10.00 per share. For additional information, see the section entitled “BCA Proposal—Related Agreements—Redemption Subscription Agreement.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into a letter agreement (the “Sponsor Agreement”) with Aurora, a copy of which is attached to the accompanying proxy statement/prospectus as Annex K, pursuant to which the Sponsor will forfeit upon Closing 50% of the Aurora private warrants and 20% of the Better Home & Finance Class A common stock retained by the Sponsor as of the Closing will become subject to transfer restrictions, contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds (“Sponsor Locked-Up Shares”). The Sponsor Locked-Up Shares will be released in three tranches if the volume-weighted-average price (“VWAP”) of Better Home & Finance exceeds certain price thresholds: (i) one-third of such shares will be released if VWAP for any 20 Trading Days (as defined in the Sponsor Agreement) during any consecutive 30-Trading Day period exceeds $12.50 per share, (ii) one-third of such shares will be released if the VWAP for any 20 Trading Days during any consecutive 30-Trading Day period exceeds $15.00 per share, and (iii) one-third of such shares will be released if the VWAP for any 20 Trading Days during any consecutive 30-Trading Day period exceeds $17.50 per share. In addition to the transfer restriction, there is a change in control provision included in the agreement, whereby if there is a Change in Control Transaction (as defined in the Sponsor Agreement) within five years following the Closing, the shares which have not reached the thresholds stated above will be forfeited. If after five years there is no change in control event, the lock-up period will go on in perpetuity until the price thresholds are met. The Sponsor Locked-up Shares are expected to be accounted for as a derivative as such shares vest contingent upon the price of Better Home & Finance Class A common stock exceeding certain thresholds or upon some strategic events, which include events that are not indexed to Better Home & Finance Class A common stock. For additional information, see the section entitled “BCA Proposal—Related Agreements—Sponsor Agreement.

 

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Amended and Restated Insider Letter Agreement

Aurora entered into an amended and restated insider letter agreement (the “Amended and Restated Insider Letter Agreement”), dated as of May 10, 2021, among the Sponsor and certain individuals, each of whom is a member of the Board and/or management team of Aurora (each, an “Insider” and collectively, the “Insiders”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex L. The Amended and Restated Insider Letter Agreement, which contains, among other things, provisions relating to transfer restrictions on certain shares and warrants held by such parties, was amended and restated to provide Better with certain third-party beneficiary rights. For additional information, see the section entitled “BCA Proposal—Related Agreements—Amended and Restated Insider Letter Agreement.

Founder Side Letter

Aurora entered into a letter agreement (the “Founder Side Letter”), dated as of May 10, 2021, with Vishal Garg (the “Better Founder”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex M, pursuant to which the Better Founder and CEO and his associates or affiliates (the “Better Founder Related Entities”) are permitted to pledge Better Home & Finance common stock held by the Better Founder and CEO or the Better Founder Related Entities following the Closing, in an aggregate principal amount of up to $150,000,000 (“Pledge Amount”), to support loans made to the Better Founder and CEO or the Better Founder Related Entities by third-party lenders or depository institutions. Under the Founder Side Letter, the Better Founder and CEO will also promptly donate any cash consideration he receives for his Better shares pursuant to Article III of the Merger Agreement to one or more charitable or political organizations of his choice. For additional information, see the section entitled “BCA Proposal—Related Agreements—Founder Side Letter.

Amended & Restated Promissory Note

Aurora entered into an amended and restated promissory note (the “Promissory Note”), dated as of May 10, 2021, with the Sponsor, a copy of which is attached to the accompanying proxy statement/prospectus as Annex N, pursuant to which Aurora extended the maturity date of such note and promised to pay to the order of the Sponsor or its registered assigns or successors-in-interest the principal sum of $2,000,000 or such lesser amount as will have been advanced and will remain unpaid on the maturity date set forth therein in lawful money of the United States of America, on the terms and conditions described therein. For additional information, see the section entitled “BCA Proposal—Related Agreements—Amended & Restated Promissory Note.

Ownership of Better Home & Finance following Business Combination

As of the date of this proxy statement/prospectus, there are 34,750,359 Aurora ordinary shares issued and outstanding, which includes the 6,690,072 founder shares held by the Sponsor (including Aurora’s independent directors) and the 27,800,287 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 10,648,444 warrants, which includes the 4,573,372 Aurora private warrants held by the Sponsor and the 6,075,072 Aurora public warrants. Each whole warrant entitles the holder thereof to purchase one Aurora Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Better Home & Finance Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the Aurora fully diluted share capital would be 43,112,117 (50% of the private placement warrants are subject to forfeiture).

It is anticipated that, following the Business Combination and taking into account the pro forma ownership assumptions and assuming the exercise of all Better Warrants on a cash basis, (1) Better Stockholders (without taking into account any Aurora public shares held by Better Stockholders prior to the consummation of the Business Combination) are expected to own approximately 76.4% of the outstanding Better Home & Finance common stock and have approximately 95.1% of the total voting power, (2) Aurora’s public shareholders are

 

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expected to own approximately 3.1% of the outstanding Better Home & Finance common stock and have approximately 1.3% of the total voting power, (3) the Sponsor and related parties (including the independent directors of Aurora) are expected to collectively own, (x) in the no redemptions scenario, approximately 3.7% of the outstanding Better Home & Finance common stock and have approximately 1.6% of the total voting power or (y) in the maximum redemptions scenario, approximately 6.9% of the outstanding Better Home & Finance common stock and have approximately 2.9% of the total voting power and (4) SoftBank and SoftBank II are expected to own approximately 22.6% of the outstanding Better Home & Finance common stock and have approximately 9.4% of the total voting power (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”). These percentages assume the pro forma ownership assumptions described elsewhere in this proxy statement/prospectus, including (i) there will be no exercise of redemption rights by Aurora’s public shareholders or, in an alternative scenario described herein, all of Aurora’s public shareholders redeem their Aurora Class A ordinary shares and the Sponsor funds the full Shortfall under the Redemption Subscription Agreement, (ii) (a) the vesting of all shares of Better Home & Finance Class B common stock received in respect of the Better Home & Finance Restricted Stock Awards, (b) the vesting and net-exercise of all Better Home & Finance Options for shares of Better Home & Finance Class B common stock, (c) the vesting of all Better Home & Finance RSUs and the issuance of shares of Better Home & Finance Class B common stock in respect thereof and (d) the issuance of 595,000,000 shares of Better Home & Finance common stock as the Stock Consideration pursuant to the Merger Agreement, which, in the case of all shares described in clauses (a)-(d) hereof, in the aggregate equal 574,850,849 shares of Better Home & Finance Class B common stock and 20,149,151 shares of Better Home & Finance Class A common stock (representing Better Home & Finance Class A common stock issuable upon exercise of Better Warrants that become Better Home & Finance warrants at Closing), (iii) Better Home & Finance issues 34,469,795 shares of Better Home & Finance Class A common stock to SoftBank pursuant to the PIPE Subscription Agreement, (iv) Better Home & Finance issues 95,530,205 shares of Better Home & Finance Class C common stock to SoftBank pursuant to the PIPE Subscription Agreement, (v) Better Home & Finance issues 20,000,000 shares of Better Home & Finance Class A common stock to the Sponsor pursuant to the Sponsor Subscription Agreement and (vi) each Better Stockholder who is entitled to receive Better Home & Finance Class B common stock will elect to do so, rather than receive Better Home & Finance Class A common stock or Better Home & Finance Class C common stock (other than any Better Stockholder that is, or has an affiliate that is, a bank holding company, which holder will elect to receive shares of Better Home & Finance Class A common stock). If the actual facts are different from these assumptions, the percentage ownership and voting power retained by Better Stockholders in the combined company will be different. As described more fully elsewhere in this proxy statement/prospectus, shares of Better Home & Finance Class B common stock will have three votes per share, whereas shares of Better Home & Finance Class A common stock will have one vote per share and shares of Better Home & Finance Class C common stock will have no voting rights, except as provided by law or the Proposed Certificate of Incorporation. Upon the consummation of the Business Combination, Better Stockholders will hold all of the issued and outstanding shares of Better Home & Finance Class B common stock.

 

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The following table illustrates varying ownership levels and voting power in Better Home & Finance immediately following the consummation of the Business Combination based on the assumptions above under both no redemptions and maximum redemptions scenarios.

 

    Share Ownership and Voting Power in Better Home & Finance(1)  
    Post-Business Combination(2)
No Redemptions
    Post-Business Combination(2)
Maximum Redemptions
 
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
    Number of
Shares
    Percentage of
Outstanding
Shares
    Percentage of
Voting Power
 

Better Stockholders— Class A

    20,149,151       2.6     1.1     20,149,151       2.6     1.1

Better Stockholders— Class B(3)

    574,850,849       73.9     94.1     574,850,849       73.9     94.1

Aurora Public Shareholders—Class A

    24,300,287       3.1     1.3     —         —         —    

Sponsor—Class A

    29,060,058       3.7     1.6     53,360,345       6.9     2.9

SoftBank—Class A

    34,469,795       4.4     1.9     34,469,795       4.4     1.9

SoftBank—Class C

    95,530,205       12.3     —         95,530,205       12.3     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    778,360,345       100.0     100.0     778,360,345       100.0     100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Based on outstanding Better Capital Stock, Better Warrants and Better Awards as of October 18, 2021.

(2)

The aggregate cash amount received by Better Stockholders is equal to $950,000,000. For further details, see the section entitled “BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration.” As a result of the Sponsor purchasing the total number of shares that Aurora public shareholders redeem under the Redemption Subscription Agreement, the consideration and per share value of the shares of Better Home & Finance Class A common stock held by Aurora’s non-redeeming shareholders under the maximum redemptions scenario is the same as under the no redemptions scenario— the only difference in the maximum and no redemptions scenarios is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock.

(3)

Includes 45,929,399 shares of Better Home & Finance Class B common stock to be issued to SoftBank II in respect of its holding of Better Capital Stock prior to the Closing. After consummation of the Business Combination, SoftBank, as an investor in the PIPE Investment, and SoftBank II, as a holder of Better capital stock, are collectively expected to beneficially own approximately 175,929,399 shares representing 9.4% of the voting power of Better Home & Finance common stock (without giving effect to the Voting Proxy described under “Certain Relationships and Related Party Transactions—Better—Other Stockholder Agreements—SoftBank Agreements”).

Date, Time and Place of Extraordinary General Meeting of Aurora’s Shareholders

The extraordinary general meeting of the shareholders of Aurora will be held at [●] [a.m.]/[p.m.], Eastern Time, on [●], 2021, at [●], or virtually via live webcast at [●], to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

Aurora shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on [●], 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the

 

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record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Aurora warrants do not have voting rights. As of the close of business on the record date, there were [●] ordinary shares issued and outstanding, of which [●] were issued and outstanding public shares.

Quorum and Vote of Aurora Shareholders

A quorum of Aurora shareholders is necessary to hold a valid meeting. A quorum will be present at the Aurora extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or virtually or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. As of the record date for the extraordinary general meeting, [●] ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. Additionally, Unbound HoldCo Inc., a Major Aurora Shareholder, has also agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting.

As of the date of this proxy statement/prospectus, the Sponsor (including Aurora’s independent directors) owns 20% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

 

  (i)

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (ii)

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (iii)

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (iv)

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the Aurora Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the Cayman Constitutional Documents, prior to the consummation of a business combination (as defined therein), only the holders of the Aurora Class B ordinary shares are entitled to vote on the Director Election Proposal.

 

  (v)

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (vi)

Incentive Equity Plan Proposal: The approval of the Incentive Equity Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  (viii)

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

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  (ix)

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of Aurora that Better Home & Finance redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  (i)

(a) hold public shares or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  (ii)

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Aurora’s transfer agent, that Better Home & Finance redeem all or a portion of your public shares for cash; and

 

  (iii)

deliver your public shares to Continental, Aurora’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [] [a.m.]/[p.m.], Eastern Time, on [], 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, Aurora’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Aurora’s transfer agent, Better Home & Finance will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of June 30, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Better Home & Finance Class A common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of Aurora—Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

 

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The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and Shravin Mittal, who owns his shares through Unbound HoldCo Ltd., each a Major Aurora Shareholder and, in the case of Mr. Mittal, a member of the board of directors of Aurora, have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor and Shravin Mittal, who owns his shares through Unbound HoldCo Ltd., own 20% and 6.2% of the issued and outstanding ordinary shares, respectively. The Sponsor has also agreed to backstop the redemption pursuant to the “Redemption Subscription Agreement.” Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

None of the Aurora shareholders, Aurora warrant holders or Better Stockholders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL, as applicable.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Aurora has engaged Okapi Partners LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Aurora—Revoking Your Proxy.”

Interests of Aurora’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of Aurora’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and Aurora’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Aurora shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

Prior to Aurora’s initial public offering on March 8, 2021, the Sponsor purchased 5,750,000 Aurora Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In February 2021 Aurora effectuated a share dividend of 1,006,250 Class B ordinary shares and subsequently cancelled 131,250 Class B ordinary shares, resulting in an aggregate of 6,625,000 Aurora Class B ordinary shares issued and outstanding. In March 2021, Aurora made a share dividend of 575,000 shares resulting in 7,200,000 Class B ordinary shares owned by the Sponsor and certain directors of Aurora. After Aurora’s initial public offering, the Sponsor surrendered for cancellation 249,928 shares, which occurred when the 45-day over-allotment period expired, leaving 6,950,072 Class B ordinary shares held by the Sponsor and certain directors of Aurora. If Aurora does not consummate a business combination by March 8, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding-up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Law to provide for claims of creditors and the requirements of other applicable law. In such event, the 6,950,072 Aurora Class B ordinary shares collectively owned by the Sponsor and certain directors of Aurora would be worthless because

 

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following the redemption of the public shares, Aurora would likely have few, if any, net assets and because the Sponsor and Aurora’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any Aurora Class A ordinary shares and Aurora Class B ordinary shares held by it or them, as applicable, if Aurora fails to complete a business combination within the required period. Additionally, in such event, the 4,573,372 private placement warrants purchased by the Sponsor simultaneously with the consummation of Aurora’s initial public offering for an aggregate purchase price of $6,860,057, will also expire worthless. Certain of Aurora’s directors and executive officers also have a direct or indirect economic interest in such private placement warrants. The 6,950,072 shares of Better Home & Finance Class A common stock into which the 6,950,072 Aurora Class B ordinary shares collectively held by the Sponsor and certain directors of Aurora will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $69,222,717.10 based upon the closing price of $9.96 per public share on Nasdaq on November 9, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Better Home & Finance Class A common stock will be subject to certain restrictions, including those described above, Aurora believes such shares have less value. The 4,573,372 Better Home & Finance warrants into which the 4,573,372 private placement warrants held by the Sponsor and certain of Aurora’s directors and executive officers will automatically convert in connection with the Mergers (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $3,750,165 based upon the closing price of $1.64 per public warrant on Nasdaq on November 9, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

The Sponsor (including its representatives and affiliates) and Aurora’s directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business to Aurora. Thor Björgólfsson is the Founding Partner of Novator Partners LLP and Novator Capital Advisors LLP, Arnaud Massenet is the Chairman of GRIP Ltd., and each of our other officers presently has and any of them in the future may have additional fiduciary or contractual obligations to at least one other entity pursuant to which such executive officer or director is or will be required to present a business combination opportunity to such entity under Delaware General Corporation Law. The Sponsor and Aurora’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to Aurora completing its initial business combination. Moreover, certain of Aurora’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. Aurora’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to Aurora, and the other entities to which they owe certain fiduciary or contractual duties, including Novator Partners LLP and Novator Capital Advisors LLP. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Aurora’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Aurora, subject to applicable fiduciary duties under Cayman Islands Companies Act. Aurora’s Cayman Constitutional Documents provide that Aurora renounces its interest in any corporate opportunity offered to any director or officer of Aurora unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Aurora, and it is an opportunity that Aurora is able to complete on a reasonable basis.

 

   

Aurora’s existing directors and officers will be eligible for continued indemnification and continued coverage under Aurora’s directors’ and officers’ liability insurance after the Mergers and pursuant to the Merger Agreement.


 

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The Sponsor has subscribed for $200,000,000 of the PIPE Investment, for which it will receive 20,000,000 shares of Better Home & Finance Class A common stock. See the section entitled “Certain Relationships and Related Party Transactions—Aurora Acquisition Corp.—Subscription Agreements” for additional information.

In the event that Aurora fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, Aurora will be required to provide for payment of claims of creditors that were not waived that may be brought against Aurora within the ten years following such redemption. In order to protect the amounts held in Aurora’s trust account, the Sponsor has agreed that it will be liable to Aurora if and to the extent any claims by a third party (other than Aurora’s independent auditors) for services rendered or products sold to Aurora, or a prospective target business with which Aurora has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of Aurora’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

Our Sponsor has advanced funds to us for working capital purposes, including $462,295 as of June 30, 2021. These outstanding advances were documented in an amended and restated promissory note, dated as of May 10, 2021 (the “Promissory Note”), issued by Aurora to the Sponsor, pursuant to which Aurora may borrow up to $2,000,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of (i) the date on which the Merger by and between Better and Aurora is completed or (ii) the date that is 30 days after the termination of the Merger Agreement in accordance with its terms. If we do not complete our initial business combination within the required period, we may use a portion of our working capital held outside the trust account to repay such advances and any other working capital advances made to us, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to us, and such related party may not be able to recover the value it has loaned us and any other working capital advances it may make.

 

   

With respect to Ms. Harding, Aurora’s chief financial officer, Aurora remunerates her for professional services rendered to Aurora in her role as chief financial officer at the rate of $10,000 per month and for her service on our board of directors at the rate of $15,000 per year, with an additional hourly fee at $500 per hour for services outside of the ordinary course of business of Aurora. Additionally, Ms. Harding received a $50,000 payment on March 21, 2021 in contemplation of her services to Aurora and a $75,000 payment on the earlier of March 21, 2023 or the date in which Aurora is liquidated.

 

   

Aurora’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Aurora’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Aurora fails to consummate a business combination by March 8, 2023, they will not have any claim against the trust account for reimbursement. Aurora’s officers and directors, and their affiliates, expect to incur (or guaranty) approximately $1 million of transaction expenses (excluding the deferred underwriting commissions being held in the trust account). Accordingly, Aurora may not be able to reimburse these expenses if the Business Combination, or another business combination, is not completed by such date.

 

   

Pursuant to the Registration Rights Agreement, the Sponsor and related Sponsor holders and certain legacy Better Stockholders will have customary registration rights, including demand, piggy-back rights and block trade rights following the consummation of the Business Combination.

 

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Aurora has the right to select two individuals, one of which is expected to be Prabhu Narasimhan and another has been or will be mutually agreed between Aurora and the Better Founder and CEO, to be nominated for election to the initial Board of Directors of Better Home & Finance, so long as the Aurora nominees complete a background check reasonably satisfactory to Better, qualify as “independent” directors for purposes of Nasdaq rules and are otherwise in compliance with SEC and Nasdaq rules and requirements governing directors, and satisfy any other applicable regulatory requirements.

 

   

The Proposed Certificate of Incorporation will contain a provision expressly electing that Better Home & Finance will not be governed by Section 203 (Delaware’s “interested stockholder” statute) of the DGCL, and, therefore, Better Home & Finance will not be subject to Section 203 of the DGCL.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. The Sponsor and Unbound HoldCo Ltd., also a Major Aurora Shareholder, has agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Aurora Holder Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor (including Aurora’s independent directors) owns 20% of the issued and outstanding ordinary shares of Aurora.

The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Interests of Better’s Directors and Officers in the Business Combination

Better’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of Aurora’s shareholders and warrant holders and of Better Stockholders generally. These interests include, among other things, the interests listed below:

 

   

Treatment of Better Equity Awards in the Business Combination. In connection with the Business Combination, all outstanding stock options, restricted stock awards and restricted stock units (“RSUs”) granted by Better prior to the Closing will be converted into stock options, restricted stock awards and RSUs with respect to shares of Better Home & Finance Class B common stock that will be subject to same terms and conditions as were in effect for such awards prior to the Closing (including with respect to vesting, exercisability and termination-related provisions). See the section entitled “BCA Proposal—The Merger Agreement—Treatment of Better Options, Restricted Stock Awards, Restricted Stock Unit Awards and Better Warrants” for more information.

The amounts listed in the table below represent the number of stock options, restricted stock awards and/or RSUs held by each executive officer and director of Better as of July 14, 2021.

 

Name    Options      Restricted Stock      RSUs  

Vishal Garg

     8,000,000        4,000,000        —    

Elana Knoller(1)

     —          2,224,296        44,053  

Kevin Ryan

     —          1,182,000        —    

All Non-Employee Directors

     793,386        576,638        110,133  

All Other Executive Officers

     1,857,417        3,910,922        —    

 

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  (1)

Ms. Knoller separated from Better as of June 4, 2021.

 

   

Director Compensation. Better intends to approve and implement a compensation program for its non-employee directors post-Closing in connection with Better’s transition to becoming a publicly traded company. For more information, please see “Executive Compensation—Director Compensation.”

 

   

Executive Change in Control Severance Plan. Better intends to adopt an Executive Change in Control Plan (the “CIC Plan”) in connection with the Business Combination to ensure that the Company will have the dedication of key executives of the Company in the event of a change in control. Better expects that the CIC Plan will provide market competitive severance benefits to members of senior management who experience a termination of employment without cause or a resignation for good reason in connection with or following a change in control. For more information about the CIC Plan, please see “Executive Compensation—Executive Compensation Arrangements—Executive Change in Control Plan.”

 

   

Management Transaction Bonuses. In connection with the Business Combination, Better will award cash transaction bonuses of approximately $20.0 million to certain employees, which may include Better’s executive officers in the amounts and subject to terms and conditions to be determined by Better prior to Closing. For more information on the management transaction bonus plan, please see “Executive Compensation—Executive Compensation Arrangements—Transaction Bonuses.”

 

   

Executive Loans under the Employee Loan Program. Prior to the Business Combination, Better extended loans to certain senior employees (including certain of Better’s executive officers) in order to facilitate the early exercise of options to purchase shares of Better common stock pursuant to certain secured partial recourse promissory notes and stock pledge agreements by and between Better and such senior employees. Better does not plan to grant any additional loans to employees in respect of early exercised stock options after the Closing, and outstanding loans to executive officers will be repaid, refinanced or otherwise extinguished prior to the Closing in compliance with Section 402 of the Sarbanes-Oxley Act. For more information about the Employee Loan Program, please see “Executive Compensation—Narrative to Summary Compensation Table—Employee Loan Program.”

 

   

Post-Closing Directors and Officers. Certain of Better’s directors and executive officers will serve as officers of Better Home & Finance following the consummation of the Business Combination. As such, in the future they will receive any cash or equity-based compensation that the Better Home & Finance board of directors determines to pay to such persons. For additional information, please see “Management of Better Home & Finance Following the Business Combination.”

 

   

Indemnification. Upon closing of the Business Combination, Better’s existing directors and officers will be indemnified by and receive coverage under the directors’ and officers’ liability insurance maintained by Better Home & Finance after the Mergers and pursuant to the Merger Agreement. For additional information about the indemnification and insurance obligations, please see “BCA Proposal—The Merger Agreement—Covenants and Agreements—Covenants of Aurora.”

Recommendation to Shareholders of Aurora

Aurora’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Aurora’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Equity Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.

 

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The existence of financial and personal interests of one or more of Aurora’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aurora and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Aurora’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Better Home & Finance issues or, as applicable, reserves for issuance in respect of Better Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Better Home & Finance common stock, and an aggregate of shares of Better Home & Finance Class B common stock as the Stock Consideration pursuant to the Merger Agreement. If the actual facts are different from these assumptions, the below figures will be different.

 

Sources           Uses       

Cash and investments held in trust account(1)

     278,005,993     

Cash to Better Home & Finance Balance Sheet

     758,005,993  

PIPE Investment(2)

     1,500,000,000      Cash Consideration      950,000,000  

Better Equity Rollover

     5,950,000,000      Better Equity Rollover      5,950,000,000  
      Estimated Fees & Expenses(3)      70,000,000  
  

 

 

       

 

 

 

Total Sources

   $ 7,728,005,993      Total Uses    $ 7,728,005,993  
  

 

 

       

 

 

 

 

(1)

As of June 30, 2021.

(2)

Shares issued in the PIPE Investment are at a deemed value of $10.00 per share.

(3)

Includes deferred underwriting commission of $8,505,100, transaction bonuses to executives of Better of $20.0 million and estimated transaction expenses.

U.S. Federal Income Tax Considerations

See the section entitled “U.S. Federal Income Tax Considerations” for a discussion summarizing the U.S. federal income tax considerations generally applicable to holders of Aurora Class A ordinary shares and Aurora warrants as a result of (i) the Domestication, (ii) the exercise of redemption rights with respect to Better Home & Finance Class A common stock that is received in the Domestication, (iii) the Mergers, and (iv) the ownership and disposition of Better Home & Finance Class A common stock and Better Home & Finance warrants that are received in the Domestication.

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Aurora as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Aurora immediately following the Domestication will be the same as those of Aurora immediately prior to the Domestication.

 

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The Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in FASB Accounting Standards Codification (“ASC”) 805, Aurora is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Better.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On May 24, 2021, Aurora and Better filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The related HSR Act waiting period expired on June 23, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Aurora cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, Aurora cannot assure you as to its result. The parties will also seek approvals or non-objection for the Business Combination from various state mortgage, real estate, title insurance, and hazard insurance-licensing authorities, as applicable, Fannie Mae, Freddie Mac, the FHA and the VA.

Emerging Growth Company

Aurora is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in Aurora’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Aurora has elected

 

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not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Aurora, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Aurora’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Aurora’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700.0 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” has the meaning ascribed to it in the JOBS Act.

Summary Risk Factors

In evaluating the proposals to be presented at the Aurora extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” These risk factors include, but are not limited to, the following:

Risks relating to Better’s business and industry, including:

 

   

Better’s business is significantly impacted by interest rates. Changes in prevailing interest rates or U.S. monetary policies that affect interest rates may have a material adverse effect on Better’s business, financial condition, results of operations, and prospects.

 

   

Better has a history of operating losses and may not maintain profitability in the future.

 

   

The projected financial information considered by Aurora generally, and the near-term financial projections in particular, will not be realized in the near-term, which may materially and adversely affect the market price of Better Home & Finance common stock.

 

   

Better may be unable to effectively manage its growth, which could have a material adverse effect on its business, financial condition and results of operations.

 

   

Better’s business is subject to the seasonality of loan production, and historical patterns of loan production may be disrupted due to various social, political and economic factors which could have a material adverse effect on Better’s business.

 

   

Better depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers, including government-sponsored enterprises and other secondary market participants for each relevant product.

 

   

Better’s business is highly dependent on Fannie Mae and Freddie Mac and certain other U.S. government agencies, and any changes in these entities or agencies or their current roles could have a material adverse effect on its business.

 

   

The geographic concentration of Better’s loan production and factors adversely affecting those geographic areas may have a material adverse effect on Better’s financial condition and results of operations, and Better faces intense competition that could materially and adversely affect it.

 

   

Better operates in a heavily regulated industry, and its loan production and servicing activities, real estate brokerage activities, title and settlement services activities and homeowners insurance agency activities expose it to risks of noncompliance with an increasing and, at times, inconsistent body of complex laws and regulations at the U.S. federal, state and local levels.

 

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Better’s products use third-party software, hardware and services that may be difficult to replace or cause errors or failures of Better’s products that could materially and adversely affect its business, financial condition, liquidity, results of operations, or prospects.

 

   

Better relies on its warehouse lines to fund loans and otherwise operate its business. If one or more of such facilities are terminated or otherwise become unavailable to use, Better may be unable to find replacement financing at commercially favorable terms, or at all, which could have a material adverse effect on its business.

 

   

Better is, and may in the future be, subject to litigation or other disputes. If the outcomes of these proceedings are adverse to Better, it could materially and adversely affect Better’s business, revenues, financial condition, results of operations, and prospects.

 

   

The Better Founder and CEO is involved in litigation that could have a material adverse effect on Better’s revenues, financial condition, cash flows and results of operations.

 

   

Better’s management team has limited experience managing a public company.

 

   

Better’s risk management policies, procedures and techniques may not be sufficient to identify all of the risks to which Better is exposed, and failure to identify such risks could result in substantial losses and materially and adversely disrupt Better’s business operations.

 

   

Better has identified two material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of its financial statements or cause Better to fail to meet its periodic reporting obligations.

 

   

Better’s failure to accurately predict demand or growth of new or existing product lines could materially and adversely affect its business, financial condition, results of operations, and prospects.

 

   

Better is subject to risks associated with the COVID-19 pandemic, which could have a material adverse effect on its business, results of operations, financial condition and financial performance.

Risks related to Aurora and the Business Combination, including:

 

   

The public shareholders will experience immediate dilution as a consequence of the issuance of Better Home & Finance common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the 2021 Plan and the ESPP. Having a minority share position will reduce the influence that Aurora’s current shareholders have on the management of Better Home & Finance.

 

   

Neither the Aurora board of directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination.

 

   

Since the Sponsor and Aurora’s directors and executive officers have interests that are different from, or in addition to (and which conflict with), the interests of Aurora’s shareholders, a conflict of interest existed in determining whether the Business Combination with Better is appropriate as an initial business combination.

 

   

Since the Sponsor and the directors and officers of Aurora have a lower cost basis in their Aurora shares than Aurora’s unaffiliated public shareholders, you may recognize a loss on your investment, even where they earn a positive return on their investment.

 

   

Future sales of stock could dilute Aurora’s equity, which may materially and adversely affect the market price of its common stock.

 

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Aurora has identified one material weakness in respect of its internal controls over financial reporting, which has been remediated, and a significant deficiency.

 

   

The existence of multiple classes of common stock may materially and adversely impact the value and liquidity of Better Home & Finance Class A common stock.

 

   

The Domestication may result in material and adverse tax consequences for holders of Aurora Class A ordinary shares and Aurora warrants.

 

   

Because the combined company will become a public reporting company by means other than a traditional underwritten initial public offering, the combined company’s stockholders may face additional risks and uncertainties.

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF AURORA

The selected historical statements of operations data of Aurora for the period from October 7, 2020 (date of inception) to December 31, 2020 and the balance sheet data as of December 31, 2020 are derived from Aurora’s audited annual financial statements included elsewhere in this proxy statement/prospectus. The selected historical financial statements of operations data of Aurora for the period ended December 31, 2020 and the balance sheet data as of December 31, 2020 are derived from Aurora’s financial statements included elsewhere in this proxy statement/prospectus. The selected historical condensed statements of operations data of Aurora for the six months ended June 30, 2021 and the condensed balance sheet data as of June 30, 2021 are derived from Aurora’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.

Aurora’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “Aurora’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About Aurora” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

 

     Six Months Ended
June 30, 2021
    As of
December 31,
2020
     For the Period from
October 7, 2020
(inception) through
December 31, 2020
 

Statement of Operations Data

       

Revenue

       

Formation and operating costs

   $ 1,311,862        $ 20,000  
  

 

 

   

 

 

    

 

 

 

Loss from operations

   $ (1,311,862     
  

 

 

   

 

 

    

 

 

 

Change in fair value of warrants

   $ (6,035,035     
  

 

 

   

 

 

    

 

 

 

Offering costs allocated to warrants liability

   $ (299,523     
  

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ (7,643,297      ($ 20,000
  

 

 

   

 

 

    

 

 

 

Basic and diluted weighted-average shares outstanding, Class A Common Stock subject to possible redemption

     24,300,287          —    

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

   $ —            —    

Basic and diluted weighted-average shares outstanding, Non-Redeemable Class A and Class B Common Stock

  

 

8,729,045

 

    

 

6,375,000

 

Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock

   $ (0.88      $ (0.00

Balance Sheet Data

       

Total assets

   $ 278,992,888     $ 562,663     

Current Liabilities

       

Warrant Liability

   $ 20,951,948       —       

Deferred Underwriting Fee Payable

   $ 8,505,100       —       

Total liabilities

   $ 30,332,290     $ 557,663     

Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding

     —         —       

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,500,000 shares issued and outstanding (excluding 24,300,287 shares subject to possible redemption) as of June 30, 2021

   $ 350       —       

Class B ordinary shares, $0.001 par value, 50,000,000 shares authorized; 6,950,072 and 7,200,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

   $ 695     $ 720     

 

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     Six Months Ended
June 30, 2021
    As of
December 31,
2020
    For the Period from
October 7, 2020
(inception) through
December 31, 2020
 

Class A ordinary shares subject to possible redemption, 24,300,287 shares at redemption value as of June 30, 2021 and December 31, 2020 respectively

   $ 228,085,957       —      

Additional Paid in Capital

   $ 28,236,893     $ 24,280    

Accumulated Deficit

   $ (7,663,297   $ (20,000  
  

 

 

   

 

 

   

Total shareholders’ equity (deficit)

   $ 20,574,641     $ 5,000    
  

 

 

   

 

 

   

 

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BETTER

The selected historical consolidated statements of operations data of Better for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Better’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical consolidated statements of operations data of Better for the six months ended June 30, 2021 and 2020 and the consolidated balance sheet data as of June 30, 2021 are derived from Better’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.

Better’s historical results are not necessarily indicative of the results that may be expected in the future and Better’s results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021 or any other period. You should read the following selected historical consolidated financial data together with the sections entitled “Risk Factors” and “Betters Managements Discussion and Analysis of Financial Condition and Results of Operations” and Better’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

 

     Six Months Ended
June 30,
    Year Ended
December 31,
 

(Amounts in thousands, except per share amounts)

   2021     2020     2020     2019  

Revenues

    

Mortgage platform revenue, net

   $ 627,257     $ 224,871     $ 834,530     $ 84,445  

Other platform, revenue

     43,586       11,650       39,539       4,911  

Net interest income (expense):

        

Interest income

     43,059       7,828       26,697       7,951  

Warehouse interest expense

     (34,326     (7,322     (25,189     (8,136
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income (expense)

     8,733       506       1,508       (185
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     679,576       237,027       875,577       89,171  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expenses:

        

Mortgage platform expenses(1)(2)

     312,818       95,498       299,164       66,326  

General and administrative expenses(1)(2)

     106,256       52,805       159,096       35,244  

Marketing and advertising expenses(1)(2)

     96,112       31,283       83,554       27,204  

Technology and product development expenses(1)(2)

     59,943       22,424       57,333       21,210  

Other platform expenses(1)(2)

     35,649       8,251       24,210       4,483  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     610,778       210,261       623,357       154,467  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     68,798       26,766       252,220       (65,296

Interest and other expense, net:

        

Interest and amortization on non-funding debt

     (4,887     (5,639     (50,967     (726

Change in fair value of convertible preferred stock warrants

     (62,023     (6,770     (23,723     (1,287

Change in fair value of bifurcated derivative

     —         6,164       36,827       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest and other expense, net

     (66,910     (6,245     (37,863     (2,013
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense

     1,888     20,521       214,357       (67,309

Income tax expense

     5,540       3,288       42,302       271  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (3,652   $ 17,233     $ 172,055     $ (67,580
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) per share attributable to common stockholders Basic

   $ (0.04   $ 0.10     $ 1.02     $ (0.97

Diluted

   $ (0.04   $ 0.06     $ 0.86     $ (0.97

 

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(1)

Includes stock-based compensation expense as follows:

 

     Six Months Ended
June 30,
     Year Ended
December 31,
 
     2021      2020      2020      2019  
     (in thousands)      (in thousands)  

Mortgage platform expenses

   $ 5,990      $ 432      $ 2,739      $ 163  

General and administrative expenses

     13,540        2,344        15,138        519  

Marketing and advertising expenses

     687        163        306        20  

Technology and product development expenses

     3,132        234        1,076        123  

Other platform expenses

     584        13        42        4  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation expense

   $ 23,933      $ 3,186      $ 19,301      $ 829  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(2)

Includes depreciation and amortization expense as follows:

 

     Six Months Ended
June 30,
     Year Ended
December 31,
 
     2021      2020      2020      2019  
     (in thousands)      (in thousands)  

Mortgage platform expenses

   $ 1,910      $ 715      $ 2,001      $ 603  

General and administrative expenses

     259        424        1,041        191  

Marketing and advertising expenses

     23        12        26        36  

Technology and product development expenses

     7,211        2,482        6,799        3,498  

Other platform expenses

     257        13        29        12  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total depreciation and amortization

   $ 9,660      $ 3,646      $ 9,896      $ 4,340  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of June 30,      As of December 31,  
     2021      2020      2019  
     (in thousands)      (in thousands)  

Balance sheet data:

     

Total assets

   $ 4,712,420      $ 2,984,741      $ 469,376  

Total liabilities

     4,194,757        2,525,727        402,562  

Total stockholders’ equity (deficit)

     81,383        49,326        (145,418

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” to give effect to the Business Combination and the related proposed financing transactions.

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Aurora will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Better issuing stock for the net assets of Aurora, accompanied by a recapitalization. The net assets of Aurora will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Better.

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Aurora and the historical financial statements of Better as adjusted to give effect to the Business Combination and the related proposed financing transactions. The unaudited pro forma condensed combined balance sheet as of June 30, 2021 depicts the accounting for the Business Combination and the related proposed financing transactions. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 depicts the effect of the pro forma balance sheet transaction accounting adjustments assuming those adjustments were made as of January 1, 2020. The selected unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Aurora and Better have not had any historical relationship prior to the business combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

This information should be read together with Aurora’s and Better’s historical financial statements and related notes, “Unaudited Pro Forma Condensed Combined Financial Information,” “Better’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Aurora’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and other financial information included elsewhere in this proxy statement/prospectus.

 

     Unaudited Pro Forma  
     Six Months Ended
June 30, 2021
     Year Ended
December 31, 2020
 
     (Assuming No
Redemptions and
Maximum
Redemptions(1))
     (Assuming No
Redemptions and
Maximum
Redemptions(1))
 
     (in thousands, except share and per share amounts)  

Combined Statement of Operations data:

     

Total net revenues

   $ 679,576      $ 875,577  

Total expenses

   $ 612,090      $ 643,377  

Net income

   $ 50,471      $ 186,894  

Net earnings per share—Better Home & Finance Class A, B and C Common Stock, basic

   $ 0.08      $ 0.28  

Net earnings per share—Better Home & Finance Class A, B and C Common Stock, diluted

   $ 0.07      $ 0.25  

Weighted-average shares outstanding, basic

     647,684,000        679,542,000  

Weighted-average shares outstanding, diluted

     702,818,000        754,278,000  

 

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     As of June 30, 2021  
     (Assuming No Redemptions and Maximum
Redemptions(1))
 
     (in thousands)  

Combined Balance sheet data:

  

Total assets

   $ 5,536,427  

Total liabilities

   $ 4,193,382  

Total stockholders’ equity

   $ 1,343,045  

 

(1)

As a result of the Sponsor agreeing to purchase the total number of shares that Aurora public shareholders redeem, the pro forma combined statement of operations data and balance sheet data under the maximum redemptions scenario is the same as under the no redemptions scenario. The only difference in the maximum and no redemptions scenarios is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock.

 

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of each of Aurora and Better on a stand-alone basis and the unaudited pro forma combined per share data for the six months ended June 30, 2021 and the year ended December 31, 2020 after giving effect to the Business Combination and the PIPE Investment in an aggregate amount of $1,500,000,000, assuming that (i) no Aurora public shareholders exercise their redemption rights or that the maximum Aurora public shareholders exercise their redemption rights; (ii) Better Home & Finance issues to Better Stockholders 512,232,000 shares of Better Home & Finance common stock (consisting of 21,794,000 shares of Better Home & Finance Class A common stock and 490,438,000 shares of Better Home & Finance Class B common stock) and approximately 82,768,100 shares of Better Home & Finance Class A common stock and Better Home & Finance Class B common stock underlying Better Awards and Better Warrants as the Stock Consideration pursuant to the Merger Agreement, and an aggregate of $950.0 million of cash will be paid to those of the Better Stockholders who are eligible to make a cash election on a pro rata basis; (iii) Better repurchases for de minimis consideration prior to the Closing of the Business Combination an aggregate 937,500 shares of Better Capital Stock from Pine Brook pursuant to a certain side letter agreement that was subject to dispute as described in “Certain Relationships and Related Party Transactions—BetterOther Stockholder Agreements—Pine Brook Side Letter”; (iv) SoftBank receives 34,882,000 shares of Better Home & Finance Class A common stock and 95,118,000 shares of Better Home & Finance Class C common stock due to regulatory considerations described under “BCA Proposal—Related Agreements—PIPE Subscription Agreement,” the Sponsor subscribes for 20,000,000 shares of Better Home & Finance Class A common stock pursuant to the Sponsor Subscription Agreement, and no other investors have taken up such subscription; (v) the Better RSUs outstanding prior to completion of the Business Combination will convert into RSUs of Better Home & Finance Class B common stock; and (vi) all Better Warrants outstanding as of immediately prior to the effective time of the First Merger will, in accordance with the warrant holders’ agreements, be conditionally exercised and eligible to receive their portion of the Aggregate Merger Consideration or be converted, based on the Exchange Ratio, into warrants to purchase shares of Better Home & Finance Class A common stock. The table below does not distinguish between the maximum redemptions scenario and the no redemptions scenario because the only difference is the ownership of the Sponsor and Aurora unaffiliated public shareholders in Better Home & Finance common stock.

The unaudited pro forma earnings information for the six months ended June 30, 2021 and for the year ended December 31, 2020 were computed as if the Business Combination and the PIPE Investment had been completed on January 1, 2020.

The historical book value per share is computed by dividing total shareholders’ equity by the number of Aurora Ordinary Shares outstanding at the end of the period. The pro forma combined book value per share of Better Home & Finance common stock is computed by dividing total pro forma stockholders’ equity by the pro forma number of shares of Better Home & Finance common stock outstanding at the end of the period. The pro forma earnings per share of the combined company is computed by dividing the pro forma income available to the combined company’s stockholders by the pro forma weighted-average number of shares of Better Home & Finance common stock outstanding over the period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Aurora and Better and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Aurora and Better pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus. See “Selected Unaudited Pro Forma Condensed Combined Financial Information.”

 

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The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Aurora and Better would have been had the companies been combined during the periods presented.

 

                 Combined pro
forma
 
     Aurora
(Historical)
    Better
(Historical)
    Assuming No
Redemptions
and Maximum
Redemptions(1)
 

As of and for the six months ended June 30, 2021

      

Book value per share(2)

   $ 0.59     $ 0.82     $ 1.95  

Weighted-average shares outstanding, Class A common stock subject to possible redemption—basic and diluted

     24,300,287      

Net loss per share, Class A common stock subject to possible redemption—basic and diluted

     0.00      

Weighted-average shares outstanding—basic and diluted

     8,729,045      

Net loss per share—basic and diluted

   $ (0.88    

Weighted-average shares outstanding of Better Holdco, Inc. and Subsidiaries—basic

       84,243,060    

Net earnings per share attributable to Better Holdco, Inc. and Subsidiaries stockholders—basic

     $ (0.04  

Weighted-average shares outstanding of Better Holdco, Inc. and Subsidiaries—diluted

       84,243,060    

Net earnings per share attributable to Better Holdco, Inc. and Subsidiaries stockholders—diluted

     $ (0.04  

Weighted-average shares outstanding of Better Home & Finance—basic

         647,684,000  

Net earnings per share attributable to Better Home & Finance—Class A, B and C Common Stock, basic

       $ 0.08  

Weighted-average shares outstanding of Better Home & Finance—diluted

         702,818,000  

Net earnings per share attributable to Better Home & Finance—Class A, B and C Common Stock, diluted

       $ 0.07  

As of and for the year ended December 31, 2020

      

Weighted-average shares outstanding, Class A common stock subject to possible redemption—basic and diluted

     n/a      

Net loss per share, Class A common stock subject to possible redemption—basic and diluted

     n/a      

Weighted-average shares outstanding—basic and diluted

     6,375,000      

Net loss per share—basic and diluted

   $ 0.00      

Weighted-average shares outstanding of Better Holdco, Inc. and Subsidiaries—basic

       73,121,017    

Net earnings per share attributable to Better Holdco, Inc. and Subsidiaries stockholders—basic

     $ 1.02    

Weighted-average shares outstanding of Better Holdco, Inc. and Subsidiaries—diluted

       119,639,199    

Net earnings per share attributable to Better Holdco, Inc. and Subsidiaries stockholders—diluted

     $ 0.86    

 

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                   Combined pro
forma
 
     Aurora
(Historical)
     Better
(Historical)
     Assuming No
Redemptions
and Maximum
Redemptions(1)
 

Weighted-average shares outstanding of Better Home & Finance— basic

           679,542,000  

Net earnings per share attributable to Better Home & Finance—Class A, B and C Common Stock, basic(3)

         $ 0.28  

Weighted-average shares outstanding of Better Home & Finance— diluted

           754,278,000  

Net earnings per share attributable to Better Home & Finance—Class A, B and C Common Stock, diluted(3)

         $ 0.25  

 

(1)

As a result of the Sponsor purchasing the total number of shares that Aurora public shareholders redeem pursuant to the Redemption Subscription Agreement, the consideration and per share value of Aurora Class A ordinary shares under the maximum redemptions scenario is the same as under the no redemptions scenario.

(2)

Book value per share is calculated as:

 

Aurora: Total shareholders’ equity of Aurora divided by the number of Aurora Ordinary Shares outstanding as of June 30, 2021.

 

Better: Total stockholder’s equity of Better divided by Better common stock outstanding as of June 30, 2021.

 

Combined Pro Forma: Total stockholder’s equity of Better Home & Finance divided by the aggregate number of Better Home & Finance Class A, B and C common stock expected to be outstanding at closing the Business Combination.

(3)

Better Home & Finance Class A, B and C common stock all have the same rights to share in the earnings and dividends of Better Home & Finance.

 

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MARKET PRICE AND DIVIDEND INFORMATION

Aurora units, Class A ordinary shares and public warrants are currently listed on the Nasdaq Capital Market under the symbols “AURCU,” “AURC” and “AURCW,” respectively.

The most recent closing price of the units and common stock as of May 7, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $10.44 and $10.50, respectively. The redeemable warrants did not trade before announcement of the execution of the Merger Agreement. On November 9, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $10.56, $9.96 and $1.64, respectively.

Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of Aurora’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus, there was one holder of record of Aurora’s Class A ordinary shares, three holders of record of Aurora’s Class B ordinary shares, one holder of record of Aurora units and two holders of Aurora warrants. See the section entitled “Beneficial Ownership of Securities.”

Dividend Policy

Aurora has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Better Home & Finance subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of Better Home & Finance’s board of directors. Aurora’s board of directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that Better Home & Finance’s board of directors will declare any dividends in the foreseeable future. Further, the ability of Better Home & Finance to declare dividends may be limited by the terms of financing or other agreements entered into by Better Home & Finance or its subsidiaries from time to time.

Price Range of Better’s Securities

Historical market price information regarding Better is not provided because there is no public market for Better’s securities. For information regarding Better’s liquidity and capital resources, see the section entitled “Betters Managements Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

 

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RISK FACTORS

Aurora shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

RISKS RELATED TO BETTER’S BUSINESS

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Better and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Better Home & Finance and its subsidiaries following the consummation of the Business Combination.

Risks Related to Our Operating History, Business Model, Growth and Financial Condition

We may not be able to continue to grow our loan production business or effectively manage significant increases in our loan production volume, both of which could materially and adversely affect our business, financial condition, results of operations, and prospects.

Our loan production business primarily consists of providing loans to home buyers and refinancing existing loans. Loan production for home buyers is greatly influenced by traditional participants in the home buying process such as real estate agents and home builders. As a result, our ability to secure relationships with these traditional participants will influence our ability to grow our loan production business. Loan production for refinancing customers’ existing loans is almost entirely driven by interest rates and our ability to grow that portion of our business is heavily dependent on the attractive interest rates we offer relative to market interest rates and customers’ current interest rates, as well as our ability to provide a favorable customer experience through all such interest rate cycles.

In April 2021, the U.S. began experiencing a significant rise in interest rates, which increased for a variety of reasons, including inflation concerns, market capacity constraints and other factors. Higher interest rates that initially materialized in the secondary market, including in our loan purchaser network, are not initially borne by customers as increased mortgage rates, but rather negatively impact us through decreasing net gains on sale as we seek to increase our market share. Accordingly, including as a result of our focus on growing our market share of Funded Loan Volume combined with a decrease in overall funding activities in the mortgage market generally, we experienced a significant decline quarter-over-quarter in our Gain on Sale Margin, declining from 3.01% in the quarter ended March 31, 2021 to 1.60% in the quarter ended June 30, 2021. This sizable compression in Gain on Sale Margin in the quarter ended June 30, 2021 in turn resulted in a decline in revenue of $171.8 million between the first and second quarter of 2021, contributing to a second quarter net loss of $86.0 million. We continue to expect gain on sale levels to remain depressed through 2021 relative to the levels of the quarter ended March 31, 2021 and originally forecasted 2021 levels that are included in the unaudited financial projections described elsewhere in this proxy statement/prospectus. Given the substantial changes in macroeconomic conditions and in our industry, similar financial projections, as well as the underlying assumptions, would be materially different if prepared today on the basis of the current market conditions and would project significantly lower revenue, net income and gain on sale. In addition, the projections do not reflect the operational changes described below, which impacted revenue in the short-term. Accordingly, these projections do not represent Better management’s current view of its future prospects and represent nothing more than Better management’s view as of the date prepared and based on conditions and assumptions as of that date. You should not unduly rely on the financial projections included in this proxy statement/prospectus.

Historically, our loan production has been comprised more heavily of refinancing loans (approximately 85% of Funded Loan Volume in the six months ended June 30, 2021 and the year ended December 31, 2020) and relatively less home purchase loans (approximately 15% of Funded Loan Volume in the six months ended June 30, 2021 and the year ending December 31, 2021) than the overall loan production market compared to the Fannie Mae industry average of 65% refinance loans. Accordingly, if rising interest rates reduce the propensity

 

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of customers to refinance existing loans, such that purchase loan production comprises more of the market, then unless we are able to increase our share of loan production for new home purchases, which are less susceptible to higher interest rates, our market share would be materially and adversely affected. Areas of our business that are relatively less rate-sensitive than refinance loans include purchase loans and Better Plus businesses, yet demand for these products remains sensitive to interest rates, as purchase loans and other aspects of home services markets relating to home purchases are affected by changes in interest rates. For the six months ended June 30, 2021, Purchase Loan Volume comprised approximately 15% of our Funded Loan Volume and Better Plus comprised approximately 6% of our total revenues. Accordingly, demand for the significant majority of our products and services remains tied to interest rates, notwithstanding our goals to decrease reliance on relatively more interest rate sensitive products and services.

During the third quarter of 2021, we experienced an increase in Purchase Loan Volume, which is more labor intensive than refinance loan volumes. As a result, in the third quarter and to date in the fourth quarter of 2021, we experienced and expect to continue to experience meaningfully higher labor required to convert leads into Funded Loans Volume and also, as a result of interest rate fluctuations, more customer service required to convert refinance loan customers.

Our business operations are also subject to overall market factors that can impact our ability to grow our loan production volume. For example, increased competition from new and existing market participants, reduction in the overall level of refinancing activity, including as a result of higher interest rates, or slower growth in the level of new home purchase activity, including as a result of constrained supply, can impact our ability to continue to grow our loan production volumes, and we may be forced to produce loans with lower expected Gain on Sale Margins (resulting in lower net revenue) and increase our sales and marketing and advertising spend (leading to higher customer acquisition cost) in order to maintain our volume of activity consistent with past or projected levels.

Towards the end of the third quarter of 2021, we implemented a reorganization of our sales and operations teams to provide our customers with a single customer service team member for all their contacts with us. We believe providing a single point of contact – instead of multiple touchpoints for each customer – will improve our customer experience, increase opportunities for cross-selling additional products and services that did not exist previously (subject to any applicable affiliated business arrangement or other disclosure or business restrictions), and create opportunities for increased automation of non-customer facing tasks. However, the operational reorganization involved restructuring thousands of sales and operations roles, which reduced short-term productivity. We expect this reorganization to negatively impact our loan production volume and profitability in the third and fourth quarters of 2021. Further, on a preliminary basis, we expect to report a net loss of between $85 million and $100 million for the quarter ended September 30, 2021, and we expect losses in the fourth quarter of 2021 to further deteriorate and exceed third quarter losses. Although we expect to see the benefits of this reorganization begin to accrue in the first half of 2022, there can be no assurance that our efforts to implement this reorganization will succeed or be effective, or that the reorganization will achieve its intended effects. If we are unable to continue to grow our loan production business, this could materially and adversely affect our business, financial condition, results of operations, and prospects. For more information, see “Better Preliminary Second Half 2021 Business Update.”

We have a history of operating losses and may not maintain profitability in the future.

We were formed in 2014, commenced operation in April 2015, and have experienced net losses and negative cash flows from operations. The year ended December 31, 2020 was the first year that we achieved an operating profit. However, we recognized a net loss of $86.0 million in the quarter ended June 30, 2021. Further, on a preliminary basis, we expect to report a net loss of between $85 million and $100 million for the quarter ended September 30, 2021. Accordingly, we expect to report a net loss of $88 million to $103 million for the first nine months of 2021. In addition, we expect losses in the fourth quarter of 2021 to further deteriorate and exceed third quarter losses due to fluctuations in interest rates, a recent reorganization of our sales and operations teams

 

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and continued investments that we intend to make in Better’s business (including investments to expand our product offerings) as we focus on overall revenue and funded loan growth. For more information, see “Better Preliminary Second Half 2021 Business Update.” These preliminary results are forward-looking in nature and, therefore, also should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” We expect our costs and expenses to continue to increase in future periods, which could materially and adversely affect our future operating results if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our product offerings, including introducing new product offerings and expanding our existing product offerings across geographies, and to expand our engineering team as well as our marketing and advertising programs and sales teams to drive new customer adoption, expand strategic partner integrations, and support geographic expansion. In particular, to the extent higher interest rates reduce mortgage loan refinancing volume and constrained home supply reduces the level of home purchases, we would incur higher marketing and advertising expenses payable to digital lead aggregators in order for us to drive Funded Loan Volume growth or we may need to offer even more competitive interest rates, either of which would materially and adversely impact our operating income. We expect that these trends will lead to higher customer acquisition costs going forward. We may also face increased regulatory compliance and security costs associated with growth, the expansion of our customer base, and being a public company. Our efforts to grow our business and offer new products may be more costly than we expect, we may not be able to increase our revenue enough to offset our increased operating expenses and the investments we need to make in our business, and new products may not succeed. We may incur significant losses in the future for several reasons, including as a result of the other risks described herein, and unforeseen expenses, difficulties, complications, delays and other presently unknown events or risks. If we are unable to achieve and maintain consistent profitability, this may materially and adversely affect the value of our business and common stock.

Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems, processes and controls, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

We have experienced rapid growth and increased demand for our product offerings. Our Total Loans were approximately 77,902 for the six months ended June 30, 2021, as compared to 20,784 for the six months ended

 

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June 30, 2020, an increase of 275%. Our employee headcount has also increased significantly, growing to approximately 8,100 team members as of June 30, 2021, of which approximately 5,000 were located in the United States and approximately 3,100 in India, from approximately 1,300 team members as of December 31, 2019. As of June 30, 2021, approximately 600 team members work in technology and product development, of which nearly all were located in the United States. These team members are responsible for developing, improving, and maintaining our proprietary technology systems and homeownership platform. As of June 30, 2021, approximately 5,700 team members work in production roles, of which approximately 3,300 were located in the United States and approximately 2,400 in India. Additionally, approximately 750 team members work in our Better Plus business lines, primarily as real estate and insurance agents. The majority of the remaining team members work in general corporate functions. Parts of our loan production process require team members to assist customers through their home purchase or refinance journeys, or complete underwriting, processing, and closing tasks on behalf of customers. There remain numerous parts of our loan production process that require human labor, particularly as a result of our plans to rapidly grow our market share. Accordingly, we anticipate growing our loan production headcount to manage our capacity in the near- to medium-term until we have further enhanced our automation and reached greater scale in our operations.

The growth and expansion of our business places a continuous and significant strain on our management, operational and financial resources. As we grow and expand our product offerings, we have had and will continue to have to support more complex and diverse commercial relationships and regulatory regimes. We must continue to improve and expand our information technology and financial infrastructure, security and compliance oversight, operating and administrative systems, our relationships with various partners and other third parties, and our ability to manage headcount and processes in an efficient manner to manage our growth effectively, while at the same time continuing to provide the customer experience that has driven our growth.

We may not be able to maintain the pace of improvements or expansions to our product offerings successfully or implement systems, processes and controls in an efficient or timely manner or in a manner that does not materially and adversely affect our results of operations, or impact customer experience. For example, towards the end of the third quarter of 2021, we implemented a reorganization of our sales and operations teams to create a single point of contact for our clients – instead of multiple touchpoints for each customer – which we believe will improve our customer experience, increase opportunities for cross-selling additional products and services that did not exist previously (subject to any applicable affiliated business arrangement or other disclosure or business restrictions), and create opportunities for increased automation of non-customer facing tasks. However, the operational reorganization involved restructuring thousands of sales and operations roles, which reduced short-term productivity. This reorganization negatively impacted our loan production volume and profitability in the third quarter and to date in the fourth quarter of 2021, and we expect this trend to continue through the end of the fourth quarter of 2021 and potentially into 2022. See “Better Preliminary Second Half 2021 Business Update.” Our failure to improve our systems, processes and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, expenses and earnings accurately or to prevent losses.

As we expand our business and operate as a public company, we may find it difficult to maintain our corporate culture while managing our employee growth. Any failure to manage our anticipated growth and related organizational changes in a manner that preserves our culture could materially and adversely impact future growth and achievement of our business objectives. Additionally, our productivity and the quality of our products may be materially and adversely affected if we do not integrate and train our new team members quickly and effectively. Failure to manage future growth effectively could result in increased costs, materially and adversely affect our customers’ satisfaction with our product offerings and materially and adversely affect our business, financial condition, results of operations, and prospects.

Our recent growth has already slowed and may not be indicative of our near-term future growth, and we may not be able to maintain our revenue growth rate in the future.

Our total revenues for the years ended December 31, 2020 and 2019 were $875.6 million and $89.2 million, respectively, representing a growth rate of 882%. We continued to grow our revenues significantly in the first

 

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quarter of 2021 with revenue increasing 755% compared to the first quarter of 2020. We believe our recent growth rates have been partially driven by interest rates being at historic lows and the increased use of online services, both as a result of the COVID-19 pandemic. We do not believe that the revenue growth rate we experienced in these periods is representative of expected near-term future growth rates. In the quarter ended June 30, 2021, we reported a significant sequential decline in revenue, which declined $171.8 million between the first and second quarter, contributing to a second quarter net loss of $86.0 million. The decline over the first quarter of 2021 was primarily attributable to the rising interest rate environment, which contributed to a

 

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significant decline in our revenue as well as gain on sale. Further, on a preliminary basis, we expect to report a net loss of between $85 million and $100 million for the quarter ended September 30, 2021. We expect losses in the fourth quarter of 2021 to further deteriorate and exceed third quarter losses due to fluctuations in interest rates, a recent reorganization of our sales and operations teams and continued investments that we intend to make in Better’s business (including investments to expand our product offerings) as we focus on overall revenue and funded loan growth. For more information, see “Better Preliminary Second Half 2021 Business Update” and “Risk FactorsRisks Related to Our Operating History, Business Model, Growth and Financial ConditionWe have a history of operating losses and may not maintain profitability in the future.” These preliminary results are forward-looking in nature and, therefore, also should be read in light of the factors discussed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” You should not rely on the revenue growth of prior periods as an indication of our future performance. Many factors may contribute to declines in our growth rate, including fluctuations in interest rates, greater market penetration, increased competition, slowing demand for our product offerings, changes in demand for online services as pandemic-related restrictions continuing to ease, increased costs required to maintain or a failure by us to capitalize on growth opportunities, the maturation of our business, a recent reorganization and changes in economic conditions generally and in those affecting the housing and mortgage markets specifically, among others. If our growth rate continues to decline, investors’ perceptions of our business and the market price of our common stock could be materially and adversely affected.

Our growth makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

Our rapid growth may make it difficult to evaluate our future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business will be harmed. Moreover, if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or we are unable to maintain consistent revenue or revenue growth, it may be difficult to maintain profitability and the market price of our common stock may be volatile and materially and adversely affected.

We have grown rapidly and face increased risks, uncertainties, expenses and difficulties due to our relatively limited operating history and our reliance on third-party relationships and sources.

Better has a limited operating history at its current scale, and we have encountered and will continue to encounter risks, uncertainties, expenses and difficulties, including navigating the complex and evolving regulatory and competitive environments, increasing our number of clients and increasing our volume of loan origination. If we are not able to timely and effectively address these requirements, our business may be materially and adversely affected. Additionally, in delivering its services, Better relies on third-party sources and sub-servicing arrangements, including credit bureaus, for credit, identification, employment and other relevant information in order to review borrowers. If this information becomes unavailable, becomes more expensive to access or is incorrect, Better may be unable to perform its services or our business may be materially and adversely affected.

Furthermore, Better maintains an integrated relationship with Ally Bank, a Utah state-chartered bank (“Ally”), in which Better Mortgage Corporation powers the end-to-end home finance experience through a co-branded customer experience for loans that close in Ally’s name and are funded by Ally; until recently, Better assisted Ally with its mortgage loan originations on a private-label basis, but we recently transitioned to a co-branded mortgage broker model. Better also separately purchases certain of the loans originated through the Ally relationship prior to selling them in the secondary market. Through this relationship, Better generates a fixed fee per loan for its production services, purchases certain loans after they are originated, and generates additional revenue by selling such loans to our loan purchaser network. When the

 

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loans are sold to Better’s loan purchaser network, Ally receives a portion of the execution proceeds, with the total amount Better pays Ally for the loans (including the initial purchase price and portion of the execution proceeds) not exceeding the loans’ fair market value. Better’s agreements with Ally are non-exclusive and do not prohibit Ally from working with our competitors or from offering competing services. Better could in the future have disagreements or disputes with Ally, which could negatively impact or threaten its relationship and that, in turn, would materially and adversely affect its business, financial condition, results of operations, and prospects.

Our growth depends, in part, on the success of our relationships with third-party vendors, some of which are associated with the Better Founder and CEO, and our ability to grow our business depends on our ability to continue these relationships.

We are dependent upon certain third-party software platforms, including to close loans and for capital markets analytics. Failure of these or any other technology providers to maintain, support or secure their technology platforms in general, and our integrations in particular, or errors or defects in their technology, could materially and adversely impact our relationship with our customers, damage our reputation and brand, and harm our business and operating results. Any loss of the right to use any of this software could result in material and adverse delays or difficulties in our ability to provide our services until equivalent technology is either developed by us or, if available from alternative providers, identified, obtained and integrated.

We also have significant vendors that, among other things, provide us with financial, technology and other services to support our mortgage loan origination business. If our current vendors were to stop providing services to us on acceptable terms or at all, including as a result of one or more vendor bankruptcies due to poor economic conditions or other events, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could materially and adversely affect our business, financial condition and results of operations.

We are also subject to regulatory risk associated with our vendors if they fail to comply with applicable law in performing services for us. For example, in April 2012, the Consumer Financial Protection Bureau, or CFPB, issued Compliance Bulletin and Policy Guidance 2012-03, as amended in 2016 by Compliance Bulletin and Policy Guidance 2016-02, which states that supervised banks and non-banks could be held liable for actions of their service providers. As a result, we could be exposed to liability, enforcement actions or other administrative actions and/or penalties if the vendors with whom we do business violate consumer protection laws.

In addition, certain of Better’s vendors and suppliers are majority-owned by entities affiliated with or controlled by the Better Founder and CEO, and we rely on such vendors and suppliers for certain important aspects of our platform. For example, TheNumber, LLC (“TheNumber”), which is controlled and partially owned by the Better Founder and CEO and was co-founded by Sigurgeir Jonsson, our Head of Financial Products, and Nicholas Calamari, our General Counsel, amongst others, provides data inputs and analytics on which our platform relies. TheNumber also provides lead generation and risk analysis services. These services are provided pursuant to a 2016 contract between the parties that is due to be renegotiated. Services rendered to Better by TheNumber were extended into 2022 in connection with entry into a development agreement for the further integration of its technology and services into our mortgage origination platform. If we are unable to negotiate future agreements with TheNumber on acceptable terms, or at all, this could materially and adversely affect our business, financial condition, results of operations, and prospects. 

Furthermore, as of the fourth quarter of 2021, subject to pending Board and corporate approvals, we have launched a promotional gift card and are launching an unsecured loan product with Notable Finance, LLC (“Notable”), another company controlled by the Better Founder and CEO. We anticipate that Notable will exclusively underwrite, originate, and service the unsecured loan product for Better customers who are planning to furnish and make improvements to their home after closing their mortgage with Better, and Notable will

 

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provide a branded prepaid card, similar to a gift card, to select Better customers. Given its technology and portfolio of consumer lending licenses, Notable is well positioned to administer this loan program for Better. If we are unable to negotiate subsequent agreements with Notable to provide continuing support for this program, it could negatively impact our growth prospects.

Our growth depends, in part, on the success of our strategic relationships to attract potential customers for our products, and our ability to grow our business depends on our ability to continue these relationships.

We depend on a number of strategic relationships to attract additional customers to our products. For example, through a number of strategic relationships, we purchase leads or otherwise advertise (e.g., on the provider’s website and/or via e-mail), on a non-exclusive basis, to consumers who may view the content and/or be customers of the lead or advertising platform providers. In some cases, we may offer consumers incentives to obtain their mortgage loans from us—such as closing cost discounts, rewards points, or credit card statement credits—based on the consumers’ status as an enrollee or customer of a particular advertising platform. We also may offer consumer incentives to use certain of our other services, including through incentive payments when consumers use our real estate brokerage services, regardless of whether they also obtain their mortgage loan from us. We also may offer specialized mortgage products (e.g., bridge loans) designed to meet the needs of consumers likely to view our advertising through a particular advertising platform.

Identifying strategic partners, and negotiating and documenting relationships with them, requires significant time and resources. In addition, there is significant competition to develop relationships with these strategic partners, and our competitors may be effective in providing incentives, such as consumer-direct discounts, to favor their products or platforms or to prevent or reduce our ability to advertise our offerings and our platform to consumers. If we are unsuccessful in establishing or maintaining our relationships with strategic partners and affiliates and identifying new strategic partners and establishing relationships with them in a timely manner, our ability to compete in the marketplace or to grow our revenue could be impaired and our results of operations may be materially and adversely affected. Additionally, certain of our relationships require extensive time and resources to implement and, once implemented, would require time and resources to terminate and unwind. To minimize any disruption associated with such a termination, certain of our relationships include transition service and wind-down periods. We cannot guarantee we will be successful in the implementation of these relationships or, if necessary, terminating and unwinding these relationships and implementation or termination could require substantial time and attention from our management team. Additionally, we cannot assure you that we will be able to successfully replace a terminated relationship with a new partner. In addition, in some cases, our strategic partners may compete with certain parts or all of our business. If we are unable to effectively manage our strategic partner relationships, this could materially and adversely affect our business, financial condition, results of operations, and prospects.

We are also subject to regulatory risk associated with these relationships, including changes in law or interpretations of law that could result in increased scrutiny of these relationships, require restructuring of these relationships, and/or diminish the value of these relationships. For a discussion of regulatory risks associated with partner and affiliate relationships, see “Risks Related to Better’s Business—Risks Related to Our Regulatory Environment—Federal and state laws regulate our strategic relationships with third parties and affiliates; a determination that we have failed to comply with such laws could require restructuring of the relationships, result in financial liabilities and exposure to regulatory enforcement and litigation risk, and/or diminish the value of these relationships.”

Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, results of operations, and prospects, may be materially and adversely affected.

Operating and growing our business is expected to require further investments in our technology and operations. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. If our cash needs exceed our

 

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expectations or we continue to experience rapid growth, we could experience strain in our cash flow, which could materially and adversely affect our operations in the event we were unable to obtain other sources of liquidity. If, in the future, we aim to rely on funds raised through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to you or higher levels of leverage, in which we will expose our business to additional risks. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition, results of operations, and prospects, could be materially and adversely affected.

We depend on our ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers and to the GSEs and other secondary market participants for each relevant product. If our ability to sell loans and MSRs is impaired, our ability to produce loans and related MSRs would be materially and adversely affected.

Our business depends on our ability to sell our loan production. The gain recognized from sales of our loan production in the secondary market represents the bulk of our revenues and net earnings. Our ability to sell and the prices we receive for our loans vary from time to time and may be materially adversely affected by several factors, including, without limitation: (i) an increase in the number of similar loans available for sale; (ii) conditions in the loan securitization market or in the secondary market for loans in general or for our loans in particular, which could make our loans less desirable to potential purchasers; (iii) defaults under loans in general; (iv) loan-level pricing adjustments imposed by Fannie Mae and Freddie Mac, including adjustments for the purchase of loans in forbearance or refinancing loans; (v) the types and volume of loans being originated or sold by us; and (vi) the level and volatility of interest rates. An inability to sell or a decrease in the prices paid to us upon sale of our loans and MSRs would be detrimental to our business, as we are dependent on the cash generated from such sales to fund our future loan production and repay borrowings under our warehouse lines of credit. If we lack liquidity to continue to fund future loans, our revenues on new loan productions would be materially and adversely affected, which in turn would materially and adversely affect our profitability. The severity of the impact would be most significant to the extent we were unable to sell conforming home loans and MSRs to the GSEs.

The vast majority of the loans we produce are sold servicing released (with associated MSRs). During periods of market dislocation, we may choose to retain MSRs and enter into sub-servicing arrangements with third parties to perform the servicing on our behalf. The value of our MSRs is based on numerous factors including: (i) the present value of estimated future net servicing cash flows; (ii) prepayment speeds; (iii) delinquency rates; and (iv) interest rates. The models we use to value our MSRs for sale or otherwise are complex and use asset-specific collateral data to estimate prepayment rates, future servicing costs and other factors and market inputs for interest and discount rates. The value we attribute to our MSRs is highly dependent on our models and therefore the assumptions incorporated into our models, and we cannot provide any assurance as to the accuracy of our models and their ability to predict the value of our MSRs on sale or other realization.

There may be delays in our ability to sell future loans and MSRs that we produce, or there may be a market shift that causes purchasers of our non-GSE loans to reduce their demand for such products. These market shifts can be caused by factors outside of our control: for example, the market shift in response to the COVID-19 pandemic that reduced loan purchaser appetite for non-GSE loans. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.” To the extent similar market shifts occur in the future, we could be required to reduce our loan production volume. Delays in the sale of loans and MSRs also increases our exposure to market risks, which could materially and adversely affect our profitability on sales of loans and MSRs. Any such delays or failure to sell loans and MSRs could materially and adversely affect our business.

 

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We sell a substantial portion of our loans and MSRs to a limited number of purchasers and the loss of one of our purchasers or the failure to maintain certain financial eligibility requirements to sell our loans and MSRs to the GSEs would materially and adversely affect our results.

Substantially all of our loan production and related MSRs during the years ended December 31, 2020 and 2019 were sold to a limited number of purchasers in the secondary market, principally the GSEs. During the years ended December 31, 2020 and December 31, 2019, Fannie Mae accounted for 79% and 40% of total loans sold, respectively, and during the six months ended June 30, 2021, 59% of total loans sold. The volatility of interest rates and uncertainty in the market arising from the onset of the COVID-19 pandemic in 2020 caused many private purchasers to reduce their activity and pricing in the loan market, which resulted in a greater concentration of our loans sold to Fannie Mae. As conditions stabilized late in 2020 and 2021, private purchasers improved their pricing and began purchasing a greater share of our loan volume in 2021. In 2021, we have increased the share of our loans purchased by private purchasers as well as Freddie Mac. Nevertheless, our loan purchasers remain highly concentrated and we are required to meet such purchasers’ financial eligibility requirements to remain a seller in good standing with Fannie Mae, Freddie Mac, and others who buy our loans in the secondary market. If we were to fail to meet such requirements, the performance of our loans and MSRs were to materially vary from industry averages in a negative way, or we lose one or more of our purchasers, our ability to sell our loans and MSRs in the secondary market may be impaired, which would materially and adversely affect our results. For further discussion, see “Risks Related to Better’s Business—Risks Related to Our Market, Industry, and General Economic Conditions—Our business is highly dependent on Fannie Mae and Freddie Mac and certain other U.S. government agencies, and any changes in these entities or their current roles could have a material adverse effect on our business.”

We may be required to repurchase or substitute loans or MSRs that we have sold or indemnify purchasers of our loans or MSRs if we breach representations and warranties.

When we sell a mortgage loan or an MSR to a purchaser, we make certain representations and warranties. If a mortgage loan or MSR does not comply with the representations and warranties, we could be required to repurchase the loan or MSR, and/or indemnify secondary market purchasers for losses. If this occurs, we may have to bear any associated losses directly. While our contracts vary, they generally contain provisions that require us to indemnify these parties, or repurchase these mortgage loans, if:

 

   

our representations and warranties concerning mortgage loan quality and mortgage loan characteristics are inaccurate or are otherwise breached and not remedied within any applicable cure period (usually 90 days or less) after we receive notice of the breach;

 

   

we fail to secure adequate mortgage insurance within a certain period after closing of the applicable mortgage loan;

 

   

a mortgage insurance provider denies coverage;

 

   

if the borrower defaults on the loan payments within a contractually defined period (early payment default);

 

   

if the borrower prepays the mortgage loan within a contractually defined period (early payoff); or

 

   

the mortgage loan fails to comply with underwriting or regulatory requirements.

During times of market disruption or changes in interest rates, our counterparties that purchase mortgage loans may be particularly aware of the conditions under which mortgage loan originators or sellers must indemnify them against losses related to purchased mortgage loans, or repurchase those mortgage loans. This may lead them to seek to enforce such rights, including requiring us to repurchase such loans.

Repurchased loans, which are typically in arrears or default, generally can only be resold at a steep discount to their repurchase price and the amount of the unpaid balance, if at all. Before 2020, our loan repurchase reserve

 

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was not material, but as we experienced substantial growth in Funded Loan Volume and revenues in 2020, we maintained a more substantial loan repurchase reserve. The loan repurchase reserve represents our estimate of the total losses expected to occur and, while we consider such reserve to be adequate, we cannot assure you that it will be sufficient to meet repurchase obligations in the future. See “Better’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Loan Repurchase Reserve.”

If we are required to repurchase loans or indemnify our loan purchasers, we may not be able to recover amounts from third parties from whom we could seek indemnification due to financial difficulties or otherwise. As a result, we are exposed to counterparty risk in the event of non-performance by our borrowers or other counterparties to our various contracts, including, without limitation, as a result of the rejection of an agreement or transaction in bankruptcy proceedings, which could result in substantial losses for which we may not have insurance coverage.

We rely on our own models and market information to manage risk and to make business decisions. Our business could be materially and adversely affected if those models fail to produce reliable and/or valid results or such market information is out of date or unreliable.

We make significant use of business and financial models that we have developed in connection with our proprietary technology to measure and monitor our risk exposures, evaluate risk profiles associated with loans, and to manage our business. For example, we use models to measure and monitor our exposures to interest rate, credit and other market risks and to forecast credit losses. The information provided by these models is used in making business decisions relating to strategies, initiatives, transactions, pricing and products. Models are inherently imperfect predictors of actual results because they are based on historical data available to us and our assumptions about certain factors such as future mortgage loan demand, interest rates, default rates, severity rates of realized losses, home price trends and other factors that may overstate or understate future actual results. Our models could produce unreliable results for a number of reasons, including the limitations of historical data to predict results due to unprecedented events or circumstances, such as the COVID-19 pandemic, invalid or incorrect assumptions underlying the models or the associated data, the need for manual adjustments in response to rapid changes in economic conditions, incorrect coding of the models, incorrect data being used by the models or inappropriate application of a model to products or events outside of the model’s intended use. In particular, models are less dependable when the actual economic, social or political environment is different than the historical experience, and the models we utilize may fail to accurately assess the impact of, or predict outcomes related to changed circumstances. Additionally, as our business scales and we collect and analyze new customer profile data, there may be a lag between such data and the impact to our models, which could provide unreliable results. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.”

We also depend upon our models in producing and selling our loan production and in connection with our hedging program. If our loan production does not meet loan purchasers’ standards, we would be required to repurchase loans or indemnify our loan purchasers and we may not be able to recover such amounts from third parties. For more information, see “Risks Related to Better’s Business—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—We may be required to repurchase or substitute loans or MSRs that we have sold or indemnify purchasers of our loans or MSRs if we breach representations and warranties.

Changes in the housing, credit and capital markets have required frequent adjustments to our models and the application of greater management judgment in the interpretation and adjustment of the results produced by our models. This application of greater management judgment reflects the need to consider updated information while continuing to maintain systematized and controlled processes for model updates, including development, testing, independent validation and implementation. As a result of the time and resources, including technical and staffing resources, that are required to perform these processes effectively, it may not be possible to replace

 

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existing models quickly enough to ensure that they will always properly account for the impacts of recent information and actions. If we are unable to continue to update and iterate on our internal models, our business, financial condition, results of operations, and prospects, could be materially and adversely affected.

We drive traffic to our website through advertising on financial services websites, search engines, social media platforms and other online sources, and if we fail to appear prominently in the search results or fail to drive traffic through other forms of marketing, our traffic would decline and we may have to spend more to drive traffic and improve our search results, any of which could materially and adversely affect our business, financial condition, results of operations, and prospects.

Our success depends on our ability to attract potential consumers to our website and convert them into customers in a cost-effective manner. We depend, in large part, on performance marketing leads (e.g., pay-per-click) that we purchase from financial services websites as well as search engine results, social media platforms and other online sources for traffic to our website. In particular, we have historically focused our sales and marketing and advertising spend on purchasing leads from lead aggregators on financial services websites. We also have relationships where we advertise our products and services to consumers in our partners’ networks, generally offering incentives or discounts to such consumers. We expect to continue to devote significant resources to acquire customers, including advertising to our partners’ significant consumer networks, and offering discounts and incentives to consumers. To the extent that our traditional approach to customer acquisitions is not successful in achieving the levels of growth that we seek, including in particular in an environment of rising interest rates or constrained housing capacity, we may be required to devote additional financial resources and personnel to our sales and marketing and advertising efforts and to increase discounts to consumers, which would increase the cost base for our services.

We face several challenges to our ability to maintain and increase the number of visitors directed to our website. Our competitors may increase their online marketing efforts and outbid us for placement on various financial services lead aggregator websites or for search terms on various search engines, resulting in their websites receiving a higher search result page ranking than ours. Additionally, internet search engines could revise their methodologies in a way that would adversely affect the prominence of our search results rankings. If internet search engines modify their search algorithms in ways that are detrimental to us, if financial services sites increase their prices or refuse to include our product offerings in their product-offering comparison tools, or if our competitors’ marketing or promotional efforts are more successful than ours, overall growth in our customer base could slow or our customer base could decline. In addition, although we have expanded our direct-to-consumer, or D2C, acquisition channels, including direct mail and identification of applicants from real estate agents, there can be no assurance that these efforts will succeed. Also, there can be no assurance that any increased marketing and advertising spend allocated to either of our customer acquisition channels in order to maintain and increase the number of visitors directed to our website will be effective. Any reduction in the number of visitors directed to our platform through internet search engines, financial services sites, social networking sites or any new strategies we employ could materially and adversely affect our business, financial condition, results of operations, and prospects.

Regulatory changes may also require search engines, social media platforms and other online sources to adjust their outreach techniques and algorithms, which may negatively impact the effectiveness of these platforms. For instance, on March 28, 2019, the U.S. Department of Housing and Urban Development, or HUD, announced charges of discrimination against Facebook, Inc., or Facebook, indicating that HUD had reasonable cause to believe that Facebook engaged in discriminatory housing practices in connection with the manner in which it distributed advertisements to users. Such actions could reduce the effectiveness of marketing strategies reliant on these tools and platforms. Additionally, the recent change in leadership at the Consumer Financial Protection Bureau, or CFPB, could result in a more stringent and aggressive interpretation of laws governing our interaction with lead aggregators, including the Real Estate Settlement Procedures Act, or RESPA, which could result in a material reduction in the availability of leads from such sources, increased costs, and increased regulatory risk.

 

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We may be subject to liability in connection with loans we deliver to Ally Bank or other third parties, which could materially and adversely affect our business, financial condition, results of operations, and prospects.

In addition to producing loans in our own name and with our own funds, we also have taken and continue to take mortgage loan applications and deliver them to a third-party lender that sourced the applicants; initially, we conducted such activity on a private-label basis, but we recently transitioned to a co-branded mortgage broker model. We perform fulfillment services for these loans, and also purchase certain of the loans from the lender after the lender has closed and funded the loans. Currently, we have such an arrangement with Ally Bank, which accounted for less than 10% of our revenue for the six-month period ended June 30, 2021 and the year ended December 31, 2020. We expect to seek to enter into similar arrangements with additional lenders in the future. When we act as an outsourced loan producer, we deliver mortgage applications subject to a pre-existing contractual arrangement with the other lender. If, in delivering those mortgage loan applications, we provide insufficient application information, provide the applicant non-compliant disclosures, do not meet applicable registration, licensing or other applicable federal or state law requirements, or otherwise fail to comply with our agreements with the applicants or the lender, or if we are deemed to be the “true lender” of the loans based on our involvement in the origination and fulfillment of the loans and our secondary market purchase of certain of the loans, we can be held financially responsible for such issues and be subject to potential regulatory enforcement risk. In addition, we may incur liability from the lender or be subject to regulatory enforcement risk in the event that the ultimate borrower engaged in mortgage fraud, or the mortgage loan borrowers fail to perform on their loans.

Acquisitions and strategic alliances could distract management and expose us to financial, execution and operational risks that could materially and adversely affect our business, financial condition, results of operations, and prospects.

We may acquire or make investments in complementary or strategic businesses, technologies, services or products. There can be no assurance that we will be successful in identifying businesses that meet our acquisition criteria. In addition, even after a potential acquisition target has been identified, we may not be successful in completing or integrating the acquisition. We face significant competition for attractive acquisition opportunities from other well-capitalized companies, many of which have greater financial resources and a greater access to debt and equity capital to secure and complete acquisitions than we do. As a result of such competition, we may be unable to acquire certain companies or businesses that we deem attractive or the purchase price may be significantly elevated or other terms may be substantially more onerous. Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could impede our growth.

In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be materially and adversely affected. Acquisitions may expose us to operational challenges and risks, including:

 

   

the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, personnel, financial reporting, accounting and internal controls, technologies and products into our business;

 

   

increased indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations;

 

   

entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, such as our recent agreements to acquire two companies in the United Kingdom, and the potential of increased competition with new or existing competitors as a result of such acquisitions;

 

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entry into business lines in which we have not previously operated, which could expose us to new risks, additional licensing requirements and regulatory oversight and require additional integration and attention of management;

 

   

responsibility for legacy liabilities of companies or businesses we acquire, the existence or amount of which may not be known at the time of acquisition;

 

   

diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth;

 

   

the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and

 

   

the ability to retain or hire qualified personnel required for expanded operations.

We do not have a significant track record of making acquisitions of companies or businesses. Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing shares of our common stock to fund an acquisition would cause economic dilution to existing shareholders. If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our common stock unfavorably, we may be unable to consummate acquisitions essential to our corporate strategy and our business may be materially and adversely affected.

We may not be able to hire, train and retain qualified personnel to support our growth, and difficulties with hiring, team member training and other labor issues could materially and adversely affect our ability to implement our business objectives and disrupt our operations.

Our operations depend on the work of our approximately 8,100 team members as of June 30, 2021. Our future success will depend on our ability to continue to hire, integrate, develop, and retain highly qualified personnel for all areas of our organization. Any talent acquisition and retention challenges could reduce our operating efficiency, increase our costs of operations, and materially and adversely affect our business, financial condition, results of operations, and prospects. We could face these challenges if competition for qualified personnel intensifies or the pool of qualified candidates becomes more limited. Additionally, we invest heavily in training our team members, which increases their value to competitors who may seek to recruit them. The inability to attract or retain qualified personnel could materially and adversely affect our business, financial condition, results of operations, and prospects. We believe the market for qualified talent can be particularly competitive in the engineering, data, and product areas, as well as for mortgage underwriters in certain market environments.

If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business.

We believe that a critical component of our success is our corporate culture and our deep commitment to our mission that seeks to become a one-stop shop for our customers’ homes by delivering a comprehensive selection of home-related products and services better, faster and cheaper. We believe this mission-based culture fosters innovation, encourages teamwork and cultivates creativity. Our mission defines our business philosophy as well as the emphasis that we place on our customers, our people and our culture and is consistently reinforced to and by our team members. As we grow and develop the infrastructure of a public company, we may find it difficult to maintain these valuable aspects of our corporate culture and our long-term mission. Any failure to preserve our culture, including a failure due to the growth from becoming a public company, could materially and adversely affect our future success, including our ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue our mission and corporate objectives.

 

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We are, and may in the future be, subject to litigation or other disputes. If the outcomes of these proceedings are adverse to us, it could materially and adversely affect our business, revenues, financial condition, results of operations, and prospects.

We are subject to various litigation and regulatory enforcement matters from time to time, the outcome of which could materially and adversely affect our business, financial condition, results of operations, and prospects. Claims arising out of actual or alleged violations of law could be asserted against us by our customers and other individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings, examinations or audits, or by other entities. As is typical in the financial services industry, we continually face risks associated with litigation or regulatory enforcement of various types arising in the normal course of our business operations, including disputes relating to our product offerings, compliance with complex consumer finance laws and regulations, and other general commercial and corporate litigation. We operate in an industry that is highly sensitive to consumer protection, and we are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be costly and significant fines may be incurred.

In addition, from time to time, we are subject to claims or investigations asserting that some employees are improperly classified under applicable law. For example, we are currently party to a pending legal claim alleging that we failed to pay certain employees for overtime in violation of the Fair Labor Standards Act and labor laws of the State of California. A determination in, or settlement of, any legal proceeding relating to classification of our employees could materially and adversely affect our business, financial condition, results of operations, and prospects. In addition, our Founder is, and potentially Better may be, subject to litigation as described below in “Risks Related to Better’s Business—Risks Related to Our Operating History, Business Model, Growth and Financial Condition—The Better Founder and CEO is involved in litigation that could have a material adverse effect on our revenues, financial condition, cash flows and results of operations.

In recent years there has been an increase in the number of employment-related actions in states with favorable employment laws, such as California, where we have operations, as well as an increase in the number of discrimination and harassment claims against employers generally. Coupled with the expansion of social media platforms and similar devices that allow individuals access to a broad audience, these claims have had a significant negative impact on some businesses. Companies that have faced employment- or harassment-related lawsuits have had to terminate management or other key personnel and have suffered reputational harm that has negatively impacted their businesses. We have been and in the future may be subject to negative publicity or legal risk arising from accusations or lawsuits from team members or former team members regarding injury, creation of a hostile workplace, discrimination, wage and hour, employee benefits, sexual harassment and other employment issues. If we experience significant incidents involving employment- or harassment-related claims, we could face substantial out-of-pocket losses and fines if claims are not covered by our liability insurance, as well as negative publicity. In addition, such claims may give rise to litigation, which may be time-consuming, costly and distracting to our management team.

Financial institutions are frequently the target of class action lawsuits and other types of litigation, some of which involve claims for substantial or indeterminate amounts, and the outcomes of which are unpredictable. Claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, intellectual property laws, privacy laws, labor and employment laws, securities laws, and employee benefit laws. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. See “Information about Better—Legal Proceedings.”

The Better Founder and CEO is involved in litigation that could have a material adverse effect on our revenues, financial condition, cash flows and results of operations.

The Better Founder and CEO is involved in ongoing litigation related to prior business activities that includes at least one allegation about us. In one action, the plaintiff alleges (among other things) that the Better

 

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Founder and CEO breached his fiduciary duties to another company he co-founded, misappropriated intellectual property and trade secrets, converted corporate funds and failed to file corporate tax returns. In another action, plaintiff-investors in a prior business venture allege that they did not receive required accounting documentation and that the Better Founder and CEO misappropriated funds that should have been distributed to the plaintiff-investors. These litigations could divert our Founder’s attention from our business regardless of the outcome of such litigations. Although we are not currently a party to either litigation, at least one plaintiff has sought permission to add us as a defendant in one of those litigations on claims of misappropriation of trade secrets and unfair competition, alleging that we have used unspecified, misappropriated trade secrets allegedly belonging to another company owned in part by the Better Founder and CEO. In addition, there has been and will likely continue to be a large amount of publicity regarding this litigation, which could negatively affect our reputation. If we were to become involved in any of those litigations, our involvement could impose a significant cost and divert resources and the attention of the Better Founder and CEO and other members of our executive management from our business, regardless of the outcome of such litigation. Such costs, together with the outcome of the actions if resolved unfavorably, could materially and adversely affect our business, financial condition and results of operations. Further, depending upon the outcome of these litigations, our licenses, which are necessary to conduct our business, could be materially and adversely affected.

We and members of our management team have been, and may from time to time be, associated with negative media coverage or public actions that could have a material adverse effect on our business.

We and members of our management team have been, and may from time to time be, associated with negative media coverage or public actions or become involved in legal proceedings or governmental investigations. For example, in addition to the attention regarding litigation against the Better Founder and CEO described above, we have been the subject of certain news articles, including an article published on Forbes.com, focused on the placement of our former chief product officer on administrative leave following allegations of workplace grievances. Such negative press could materially and adversely affect our reputation and perception among consumers or potential team members, which could in turn materially and adversely affect our business, financial condition and results of operations. Further, our investigations into the allegations underlying such negative press could divert our Founder’s attention from our business regardless of the outcome of such investigations.

The Better Founder and CEO and other members of our management team and legal department have interests in or are employed by other business ventures that may divert their attention from our business and may from time to time be the subject of negative media coverage or public actions that could have a material adverse effect on the reputation of our management team and our business.

The Better Founder and CEO and other members of our management team and legal department presently have, and may in the future have additional, ownership interests in, employment by and fiduciary or contractual obligations to other entities with which they are affiliated with whom we may or may not have a relationship. Such other ventures and entities could divert the attention of our management from our business or create conflicts of interests. Such other entities and business ventures are, from time to time, subject to litigation or investigations that could materially and adversely affect the reputation and perception among our consumers or potential team members of the Better Founder and CEO or our management team, which could in turn materially and adversely affect our business, financial condition and results of operations.

In addition, our Head of Financial Products and General Counsel are founders of TheNumber, an entity controlled by the Better Founder and CEO. Other members of our legal department either are currently or were previously employees of 1/0 Capital, LLC (“1/0 Capital”) and provide services to Better, TheNumber or other entities associated with or controlled by 1/0 Capital and the Better Founder and CEO. For more information, see “Certain Relationships and Related Party Transactions—Other Related Party Transactions—Other Related Party Transactions with 1/0 Capital, 1/0 Holdco and Related Entities.”

 

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Loss of our key management, including the Better Founder and CEO, Vishal Garg, could materially and adversely affect our business, financial condition, results of operations, and prospects.

Our future success depends to a significant extent on the continued services of our senior management, including Vishal Garg, the Better Founder and CEO, and Kevin Ryan, our Chief Financial Officer. We believe Mr. Garg is critical to our operations and has been key to setting our vision, strategic direction and execution priorities. The experience of our other senior management is a valuable asset to us and would be difficult to replace. There is intense competition for experienced senior management with technical and managerial expertise in the financial services industry and we may not be able to retain our key management team. In addition, if we were to lose the Better Founder and CEO, that could lead to a termination of our relationships with his related entities such as Notable and TheNumber. We maintain “key person” life insurance for certain of our personnel, but it will not be sufficient to compensate for the material adverse effects that we expect would arise from the loss of our key management. The failure to properly develop or manage succession plans or develop leadership talent or the loss of services of key employees could significantly delay or prevent the achievement of our strategic objectives. The loss of the services of the Better Founder and CEO, our Chief Financial Officer or other members of senior management could materially and adversely affect our business, financial condition, results of operations, and prospects.

Better Real Estate, our real estate brokerage service, exposes us to additional risks that could materially and adversely affect our business, financial condition, results of operations, and prospects.

We are subject to additional risks associated with our real estate brokerage business, which is conducted through Better Real Estate. Our real estate brokerage business consists of a network of third-party agents, as well as in-house agents. We, our agents, and agents in our network of third-party agents are required to be licensed and comply with various laws and regulations governing the licensing and conduct of real estate brokerage and brokerage-related businesses in the markets where we operate. These laws and regulations contain general standards for and prohibitions on the conduct of real estate brokers and agents, including those relating to licensing of brokers and agents, fiduciary and agency duties, administration of trust funds, collection of commissions, advertising and consumer disclosures. Under state law, our real estate brokers and our partner agents have certain duties to supervise and are responsible for the conduct of their brokerage business. In addition, RESPA’s prohibitions on kickbacks, referrals, and unearned fees, as well as restrictions on affiliated business arrangements, apply to our real estate brokerage services. See “Risks Related to Better’s Business—Risks Related to Our Regulatory Environment—Federal and state laws regulate our strategic relationships with third parties and affiliates; a determination that we have failed to comply with such laws could require restructuring of the relationships, result in material financial liabilities and exposure to regulatory enforcement and litigation risk, and/or diminish the value of these relationships.”

In addition, our Better Real Estate business competes with traditional residential real estate brokerages while also referring some potential home buyers, who may have prequalified for a mortgage with us or another lender, to a network of third-party real estate agents that assist those home buyers in the purchase of their new home, pursuant to cooperative brokerage arrangements between Better Real Estate and the third-party agents. Because of this multifaceted business model, we face additional challenges that include: improper actions by our partner agents beyond our control that subject us to reputational, business or legal harms that could impact all of the services we offer, including our core loan production business; and failure to comply with the requirements governing the licensing and conduct of real estate brokerage and brokerage-related businesses, which could result in penalties or the suspension of operations; increases in competition in the residential brokerage industry that reduce profitability; continuing low home inventory levels that reduce demand; or a restriction or termination of our access to and use of listings data.

Our ability to maintain or grow our Better Real Estate business is also subject to commercial risks associated with the residential real estate brokerage industry, including intense competition from traditional and digital-native real estate brokerage businesses, which competition could reduce profitability as we compete on

 

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the basis of price, home inventory levels, which are currently at low levels relative to demand, the impact of interest rates on demand for homes and risks associated with our ability to access and use listings data, including our ability to maintain our agreements with the various multiple listing services of which we are members. To the extent that we are not able to maintain or grow our Better Real Estate business as a result of these or other factors, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

Better Cover, our insurance agency, exposes us to additional risks that could materially and adversely affect our business, financial condition, results of operations, and prospects.

As a homeowner insurance agency, Better Cover solicits, sells, and binds hazard insurance policies written by third party insurance companies. Better Cover is generally regulated by the department of insurance in each state in which Better Cover does business. Better Cover and/or our designated employees must obtain and maintain licenses from these state regulatory authorities to act as agents or producers. Applicable regulations and licensing laws vary by state, are often complex, and are subject to amendment or reinterpretation by state regulatory authorities, who are vested with relatively broad discretion as to the granting, revocation, suspension and renewal of licenses. The possibility exists that we or our employees could be excluded or temporarily suspended from carrying on some or all of our activities in, or otherwise subjected to penalties by, a particular state. Moreover, state prohibitions on unfair methods of competition and unfair or deceptive acts and practices may apply to the business of insurance, and noncompliance with any such state statute may subject Better Cover to regulatory action by the relevant state insurance regulator and, in certain states, private litigation. Additionally, Better Cover is subject to certain federal laws, such as the Fair Housing Act and RESPA. State and federal regulatory requirements could adversely affect or inhibit our ability to achieve some or all of our business objectives.

Better Cover’s principal sources of revenue are commissions paid by insurance companies. Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.

The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, a health pandemic and the occurrence of catastrophic weather events all affect Better Cover’s revenues. For example, level rates of inflation or a general decline in economic activity could limit increases in the values of insurable exposure units. Conversely, increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance coverage.

Better Settlement Services’ position as an agent utilizing third-party vendors for issuing a significant amount of title insurance policies could result in title claims directed at Better, which in turn could materially and adversely affect our business, financial condition, results of operations, and prospects.

In its position as a licensed title agent, Better Settlement Services performs the title search and examination function or may purchase a search product from a third-party vendor. In either case, Better Settlement Services is responsible for ensuring that the search and examination is completed. Better Settlement Services’ relationship with each title insurance company is governed by an agency agreement defining how Better Settlement Services issues a title insurance policy on behalf of the insurance company. The agency agreement also sets forth Better Settlement Services’ liability to the insurance company for policy losses attributable to Better Settlement Services’ errors. Periodic audits by Better Settlement Services’ partner insurance companies are also conducted.

 

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Despite Better Settlement Services’ efforts to monitor third-party vendors with which Better Settlement Services transacts business, there is no guarantee that these vendors will comply with their contractual obligations. Furthermore, Better Settlement Services cannot be certain that, due to changes in the regulatory environment and litigation trends, Better Settlement Services will not be held liable for errors and omissions by these vendors. Accordingly, Better Settlement Services’ use of third-party vendors could materially and adversely impact the frequency and severity of title claims.

Our risk management policies, procedures and techniques may not be sufficient to identify all of the risks to which we are exposed, and failure to identify such risks could result in substantial losses and material disruption to our business operations.

The bulk of our revenues and net earnings are generated from the recognition of gain on sale from our loan production sold into the secondary market, which involves financial risk. If we are unable to effectively identify, manage, monitor and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational and legal risks related to our business, assets, and liabilities, we could incur substantial losses and our business operations could be materially disrupted.

We also are subject to various laws, regulations, and rules that are not industry-specific, including employment laws, health and safety laws, environmental laws and other federal, state and local laws, regulations and rules in the jurisdictions in which we operate. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks to which we are exposed, mitigate the risks we have identified or identify additional risks to which we may become subject in the future. Expansion of our business operations may also result in our being exposed to risks to which we have not previously been exposed or may increase our exposure to certain types of risks, and we may not effectively identify, manage, monitor, and mitigate these risks as our business activities change or increase.

We identified two material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

We identified two material weaknesses in our internal control over financial reporting as of December 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to (i) inadequate controls and oversight over the processes and procedures in applying guidance to complex accounting transactions, and (ii) inadequate controls over the review of valuation results derived by management’s financial expert in relation to complex financial instruments. We have concluded that these material weaknesses arose because we did not have the business processes, personnel and related internal controls necessary to satisfy applicable accounting and financial reporting requirements.

We are in the process of developing a remediation plan, which involves implementing additional review procedures within our accounting and finance department and hiring additional personnel within our accounting and finance function. The material weaknesses will be considered remediated when we design and implement effective controls that operate for a sufficient period of time for us to conclude, through testing, that these controls are effective. We will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. We cannot assure you that the measures that we have taken, and that will be taken, to remediate these material weaknesses will, in fact, remedy such material weaknesses or will be sufficient to prevent future material weaknesses from occurring. We also cannot assure you that we have identified all of our existing material weaknesses.

If not remediated, these material weaknesses could result in material misstatements to our annual or interim consolidated financial statements that might not be prevented or detected on a timely basis, or in delayed filing of

 

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required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after the consummation of the Business Combination, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of Better Home & Finance common stock could be adversely affected and Better Home & Finance could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

As a private company, Better and its management were subject to more limited requirements with respect to the documentation, testing and certification of Better’s internal controls over financial reporting, and its auditors were subject to more limited requirements with respect to the testing of the effectiveness of the design and implementation of Better’s internal control over financial reporting. As a public company after the Business Combination, however, we will be required to comply with Section 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. This assessment will require disclosure of any material weaknesses identified by our management in our internal control over financial reporting. As an emerging growth company, our independent registered public accounting firm is not required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. When we no longer qualify as an emerging growth company, our independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial reporting in each annual report on Form 10-K to be filed with the SEC. Our independent registered public accounting firm may issue a report that is adverse. To comply with the requirements of being a public company, we expect to need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting and internal audit staff. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, Nasdaq or other regulatory authorities, which would require additional financial and management resources.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would materially and adversely affect our business and the trading price of Better Home & Finance common stock.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. In addition to the material weaknesses in internal control over financial reporting identified in connection with the preparation of our financial statements to be filed with the SEC, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002 and other applicable requirements, or any subsequent testing by our independent registered public accounting firm, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could materially and adversely affect our business and the trading price of Better Home & Finance common stock. Failure to accurately report our financial performance on a timely basis could also jeopardize our continued listing on Nasdaq or any other exchange on which Better Home & Finance common stock may be listed. Delisting of Better Home & Finance common stock from any exchange would reduce the liquidity of the market for shares of Better Home & Finance common stock, which would reduce the price of and increase the volatility of the market price of shares of Better Home & Finance common stock.

We will be required to disclose changes made in our internal controls and procedures on a quarterly basis and our management will be required to assess the effectiveness of these controls annually. An independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our

 

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management’s assessment might not. Undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation, which could have a material adverse effect on the trading price of shares of Better Home & Finance common stock.

Exposure to additional tax liabilities could affect our future profitability.

We are subject to income taxes in the United States, internationally, and the states and other locations where we operate and do business. Our effective tax rate and profitability could be subject to volatility or adversely affected by a number of factors, including:

 

   

changes in applicable tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect;

 

   

changes in accounting and tax standards or practice;

 

   

changes in the mix of earnings and losses in state jurisdictions with differing tax rates;

 

   

changes in the valuation of deferred tax assets and liabilities; and

 

   

our operating results before taxes.

In addition, we may be subject to audits of our income, sales and other taxes by international, U.S. federal, state and local taxing authorities. Outcomes from these audits could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Our ability to use our net operating losses to offset future taxable income is subject to certain limitations.

As of December 31, 2020, we had U.S. federal and state net operating loss, or NOLs, carryforwards of approximately $137.5 million. Better carries a full valuation allowance of approximately $17.4 million on its deferred tax assets, primarily comprised of NOLs. The tax authorities could challenge the amount, timing and/or use of our NOLs. Any such challenge, if successful, could significantly limit our ability to utilize a portion or all of our NOL carryforwards. Even if sustained, our ability to fully recognize the benefits from our NOLs is dependent upon our ability to generate sufficient taxable income prior to their expiration. The NOLs as of December 31, 2020 will begin to expire in 2035.

In general, under Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes, such as research tax credits, to offset future taxable income. It has been determined that we have in the past experienced an ownership change, and as a result, our ability to utilize NOLs and other pre-change tax attributes will be limited by Sections 382 and 383 of the Code. In addition, the Mergers and related transactions or future changes in our stock ownership, many of which are outside of our control, could result in another ownership change under Sections 382 and 383 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize a material portion of the NOLs.

The rules relating to U.S. federal and state income taxation are periodically under review by persons involved in the legislative and administrative rulemaking processes, by the IRS, the U.S. Department of the Treasury and other tax authorities, resulting in revisions to regulations and revised interpretations of established concepts as well as statutory changes, including decreases in the tax rate. Future revisions in U.S. federal, state or local tax laws and interpretations thereof could materially and adversely impact our ability to use some or all of the tax benefits associated with our NOL carryforwards.

 

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Risks Related to Our Market, Industry, and General Economic Conditions

Our business and our mortgage loan origination revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions, including those affecting the broader mortgage market.

Our success depends largely on the health of the U.S. residential real estate industry, which is seasonal, cyclical and affected by changes in general economic conditions beyond our control. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment or stagnant or declining wages affect our customers’ income and thus their ability and willingness to make loan payments and demand for loans and refinancing transactions. Market cycles and unpredictability may impact the mix and quantity of loans and other products that our customers demand, and as a result our results of operations may be adversely impacted. National or global events, including, but not limited to, the COVID-19 pandemic, can affect all such macroeconomic conditions. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.” Additionally, during the financial crisis of 2008-2009, for example, a decline in home prices led to an increase in delinquencies and defaults, which led to further home price declines and losses for creditors. This depressed home loan production activity and general access to credit. Post-financial crisis, the disruption in the capital markets and secondary mortgage markets also reduced liquidity and loan purchaser demand for loans and mortgage-backed securities, while yield requirements for these products have increased. Deterioration in economic conditions would reduce consumers’ disposable income, which in turn would reduce consumer spending and willingness to take our loans. Any of the foregoing, if realized, would materially and adversely affect loan origination volume.

The success of our business strategies and our results of operations are also materially affected by current conditions in the broader mortgage markets, the financial markets and the economy generally. The mortgage markets have been and continue to be affected by changes in the lending landscape, defaults, credit losses and significant liquidity concerns. In addition, our Better Plus businesses, including Better Settlement Services, Better Cover and Better Real Estate, are also highly dependent on the overall health of the mortgage and housing market in general and accordingly, any of the foregoing could materially and adversely affect our business, financial condition, liquidity and results of operations. Volume-based sales incentives may incentivize sales of Better Plus products that could be deemed inappropriate, even if our policies are intended to prevent such sales, which could subject us to reputational, business or legal harms that could impact all of the services we offer, including our core loan production business.

Additional macroeconomic factors, including, but not limited to, rising government debt levels, the withdrawal or augmentation of government interventions into the financial markets, changing U.S. consumer spending patterns, changing expectations for inflation and deflation, high unemployment levels in certain industries resulting from the COVID-19 pandemic and weak credit markets may create low consumer confidence in the U.S. economy or the U.S. residential real estate industry. Continuing concerns over factors such as personal and business income taxes, healthcare, energy costs, geopolitical issues, the availability and cost of credit, the mortgage markets and the real estate markets have contributed to increased volatility and unclear expectations for the economy and markets going forward. Excessive home building or historically high foreclosure rates resulting in an oversupply of housing in a particular area can increase the amount of losses incurred on defaulted loans. In addition, the U.S. has imposed tariffs on certain imports, including homebuilding materials, from certain foreign countries and it is possible that the U.S. may impose additional tariffs or increase such tariffs in the future, having the effect of, among other things, raising prices to consumers, potentially eliciting reciprocal tariffs, and slowing the global economy.

The macroeconomic climate could be significantly negatively affected by terrorist attacks and other acts of violence or war. The terrorist attacks of September 11, 2001 disrupted the U.S. financial markets, including the real estate capital markets, and negatively impacted the U.S. economy in general. Any future terrorist attacks, acts of violence or war, or the anticipation or consequences thereof or other response by the U.S. and its allies could cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and

 

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worldwide financial markets and economy. The economic impact of these events could also materially and adversely affect the credit quality of some of our loans and investments and the properties underlying our interests.

Financial markets experienced significant volatility during the COVID-19 pandemic, and the negative impact of the COVID-19 pandemic on certain industries continues. As a result of continued challenging economic conditions, there may be a significant increase in the rate and number of mortgage payment delinquencies and house sales, and, as a result, home prices and multifamily fundamentals may be adversely affected, leading to an overall material and adverse decrease on our loan production activities.

Any uncertainty or deterioration in market conditions, including changes caused by the COVID-19 pandemic, may lead to a decrease in loan productions and may also result in lower revenue on loans sold into the secondary market. A destabilization of the real estate and mortgage markets or deterioration in these markets may materially and adversely affect the performance and fair value of our assets, reduce our loan production volume, reduce the prices we receive for our MSRs and the profitability of servicing mortgages or materially and adversely affect our ability to sell mortgage loans that we acquire, either at a profit or at all. COVID-19-related supply chain interruptions and work disruptions also affected the availability of home construction materials, which led to a pause in new home construction, reducing the supply of new housing coming into the market in 2021. Exacerbated by increased demand for housing associated with the COVID-19 pandemic, this has resulted in a constrained supply of new houses, which reduces home purchase volume and, thus, reduces the volume of new loans. Lower loan production volumes in the industry generally place downward pressure on industry profit, thus compounding the effect of the deteriorating market conditions. Such events would materially and adversely affect our business.

Any of the circumstances described above, alone or in combination, may lead to volatility in or disruption of the credit markets at any time and have a material adverse effect on our business, financial condition, results of operations, and prospects. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.”

Our business is significantly impacted by interest rates. Changes in prevailing interest rates or U.S. monetary policies that affect interest rates may have a material adverse effect on our business, financial condition, results of operations, and prospects.

Interest rate fluctuations have a significant effect on our results of operations and cash flows. Our financial performance is directly affected by changes in prevailing interest rates, which may subject our financial performance to substantial volatility. Due to the unprecedented events surrounding the COVID-19 pandemic along with the associated severe consumer and financial market dislocation, there is an increased degree of uncertainty and unpredictability concerning future interest rates. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.”

Loan origination volume is significantly impacted by changes in interest rates. Decreasing interest rates tend to increase the volume of purchase and refinancing loan origination whereas increasing interest rates tend to decrease the volume of purchase and refinancing loan origination. While there has been a long-term trend of falling interest rates, with intermittent periods of rate increases, more recently there was a rising interest rate environment for the majority of 2018, a falling interest rate environment in 2019 and 2020, followed by a significant rise in interest rates initially experienced in April 2021.

According to the Mortgage Bankers Association, average 30-year mortgage rates declined by approximately 56 basis points from April 1, 2020 to January 1, 2021. However, during the three months ended March 31, 2021, average 30-year mortgage rates increased by approximately 58 basis points, before declining in the subsequent quarter ended June 30, 2021 by 26 basis points, such that average 30-year mortgage rates have increased by approximately 32 basis points in the first six months of this year. Since origination volumes tend to increase in

 

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declining interest rate environments and decrease in increasing rate environments, mortgage originators are exposed to cyclical changes as a result of shifts in interest rates.

We generate a sizeable portion of our revenues from loans we make to customers that are used to refinance existing loans. Generally, the refinance market experiences significant fluctuations. As interest rates rise, refinancing volumes generally decrease as fewer consumers are incentivized to refinance their loans. This materially and adversely affects our revenues or requires us to increase expenditures in an attempt to maintain refinancing related loan funding volumes. For example, in April 2021, we began experiencing a significant rise in interest rates, which contributed to a significant decline in our gain on sale from our funded loans as we sought to maintain Funded Loan Volume and remain a low-cost option for our customers. With regard to our purchase mortgage loan business, higher interest rates may also reduce demand for homeownership loans as homeownership becomes more expensive. This reduction in demand could materially and adversely affect our revenues or require us to increase expenditures in an attempt to increase or maintain our volume of loans.

Historically, we have sold the vast majority of our loans with servicing rights released, which means that we do not retain servicing rights and the income stream associated with such MSRs. Accordingly, since loan production comprises a relatively greater share of our revenue than other home mortgage originators who retain MSRs, our revenues would be more sensitive to rising interest rates, since the value of MSRs generally increase in a rising interest rate environment and that tends to offset, in part, the decline in refinancing and purchase loan production.

Interest rate lock commitments represent an agreement to extend credit to a customer where the interest rate is set prior to the loan funding. These commitments bind us to fund the loan at a specified rate. When loans are funded, they are classified as held for sale until they are sold. During the origination and sale process, the value of interest rate lock commitments and loans held for sale inventory rises and falls with changes in interest rates; for example, if we enter into interest rate lock commitments at low interest rates followed by an increase in interest rates in the market, the value of our interest rate lock commitment will decrease. The market value of a loan held for sale generally declines as interest rates rise, and fixed-rate loans, which make up a substantial portion of our loans, are more sensitive to changes in market interest rates than adjustable-rate loans. Any offset strategies we use to mitigate the interest rate risk that is inherent in our commitments to fund loans at then-prevailing rates and in our agreements to sell closed loans may not be successful.

On the other hand, lower interest rates can also materially and adversely affect our business, financial condition, results of operations, or prospects. Sustained low interest rates could also cause refinancing transactions to decline over time, as many customers and potential customers have already taken advantage of low interest rates.

Changes in interest rates are also a key driver of the revenue we receive from the sale of MSRs, particularly because our portfolio is composed primarily of MSRs related to high-quality loans, the values of which are highly sensitive to changes in interest rates. Historically, the value of MSRs has increased when interest rates rise as higher interest rates lead to decreased prepayment rates, and has decreased when interest rates decline as lower interest rates lead to increased prepayment rates. As a result, decreases in interest rates could materially and adversely affect our business, financial condition, results of operations, and prospects.

In addition, our business is materially affected by the monetary policies of the U.S. government and its agencies. We are particularly affected by the policies of the U.S. Federal Reserve, which influence interest rates and impact the size of the loan production market. In 2017, the U.S. Federal Reserve ended its quantitative easing program and started its balance sheet reduction plan. The U.S. Federal Reserve’s balance sheet consists of U.S. Treasuries and mortgage-backed securities, or MBS, issued by Fannie Mae, Freddie Mac and Ginnie Mae. The U.S. Federal Reserve also reduced the target range for the federal funds rate to 0% to 0.25% and announced a policy change in August 2020 to the way it sets interest rates that will likely keep interest rates in the U.S. relatively low for an extended period of time. We can provide no assurance that we will be eligible to use any

 

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government programs or, if eligible, that we will be able to utilize them successfully. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.

Our business is subject to the seasonality of loan production, and historical patterns of loan production may be disrupted due to various social, political and economic factors which could have a material and adverse effect on our business.

Production of loans can be seasonal. Historically, market data shows that loan production has increased activity in the second and third quarters and reduced activity in the first and fourth quarters as home buyers tend to purchase their homes during the spring and summer in order to move to a new home before the start of the school year. On the other hand, this historical pattern may be disrupted for the foreseeable future as a result of the stay-at-home and similar protective orders that have been issued in response to the COVID-19 pandemic. In addition, in 2021, we expect that housing market seasonality will be outweighed by increased interest rates and constrained housing supply. In April 2021, the U.S. began experiencing a significant rise in interest rates, which increased for a variety of reasons, including inflation concerns, market capacity constraints and other factors. For more information, see “Risks Related to Better’s Business—Risks Related to the COVID-19 Pandemic.

A disruption in the secondary home loan market would impact our ability to sell the loans that we produce and would have a material adverse effect on our business, financial condition, results of operations, and prospects.

Demand in the secondary market for home loans and our ability to sell the loans that we produce depends on many factors that are beyond our control, including general economic conditions, the willingness of lenders to provide funding for and purchase home loans and changes in regulatory requirements. Our inability to sell the loans that we produce in the secondary market in a timely manner and on favorable terms would materially and adversely affect our business. In particular, market fluctuations may alter the types of loans and other products that we are able to sell. If it is not possible or economical for us to continue selling the types of loans and other products that we currently sell, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

We are exposed to volatility in LIBOR and SOFR, which can result in higher-than-market interest rates and may have a material adverse effect on our business, financial condition, results of operations, and prospects.

The interest rate of our variable-rate indebtedness and the interest rate on the adjustable rate loans we produce and service are currently based on the London Inter-bank Offered Rate, or LIBOR. In July 2017, the U.K. Financial Conduct Authority announced that it intends to stop collecting LIBOR rates from banks after 2021. The announcement indicates that LIBOR will not continue to exist on the current basis. On November 30, 2020, ICE Benchmark Administration, the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for only the one-week and two-month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors. While this announcement extends the transition period to June 2023, the United States Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021.

The withdrawal and possible replacement of LIBOR with alternative benchmarks introduces a number of risks for us, our customers and our industry more widely. These risks include legal implementation risks, as extensive changes to documentation for new and existing customers, including lenders and real estate investors/owners, may be required. There are also financial risks arising from any changes in the valuation of financial instruments, which may impact our loan production and servicing businesses. There are also operational risks due to the potential requirement to adapt information technology systems and operational processes to address the withdrawal and replacement of LIBOR. In addition, the withdrawal or replacement of LIBOR may temporarily reduce or delay transaction volume and could lead to various complexities and uncertainties related to our industry. Additionally, our business may face operational risks associated with documentation for existing

 

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loans that may not adequately address the LIBOR transition and implementation of the Secured Oversight Financing Rate, or SOFR, into our systems and processes properly to ensure interest is accurately calculated, and we